Crown Castle (CCI) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 20, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with options for shareholders to receive printed copies.

• The company returned $2.1 billion to shareholders via dividends in 2025, reported $444 million net income, $2.9 billion Adjusted EBITDA, and $1.9 billion AFFO.

• A major strategic move in 2025 was the agreement to sell the Fiber Business for $8.5 billion, expected to close in the first half of 2026.

Voting matters and shareholder proposals

• Shareholders will vote on nine director nominees, ratification of PricewaterhouseCoopers LLP as auditor, and a non-binding say-on-pay for executive compensation.

• The board recommends voting FOR all proposals.

• Shareholders can submit proposals and director nominations for the 2027 meeting, with detailed procedures and deadlines provided.

Board of directors and corporate governance

• The board consists of nine nominees with diverse backgrounds in finance, telecom, technology, and operations.

• Directors are elected annually by majority vote; there are no supermajority requirements or poison pill provisions.

• The board maintains separate CEO and independent chair roles, regular executive sessions, and a mandatory retirement age of 72.

• Four standing committees: Audit, Compensation and Human Capital (CHC), Nominating & Governance (N&G), and Finance, plus a Fiber Review Committee.

• All directors except the CEO are independent under NYSE standards.

• Non-employee directors receive a mix of cash retainers and equity grants, with stock ownership guidelines set at three times the annual equity grant.