Glass Lewis backs two dissident candidates in board fight with Crown Castle

By Thomson Reuters May 14, 2024 | 8:44 AM

By Svea Herbst-Bayliss

NEW YORK (Reuters) – Proxy advisory firm Glass Lewis on Tuesday recommended Crown Castle investors elect two activist director candidates, including the wireless tower owner’s co-founder and former chief executive officer, Ted Miller, to the board.

Miller, who ran Crown Castle between 1996 and 2002 and now heads investment firm Boots Capital, is pushing for four seats only months after the company, valued at $43 billion, reached an agreement with Elliott Investment Management and added new board members.

Glass Lewis said Miller’s expertise in the tower industry qualifies him for election and that shareholders should vote for him and another Boots candidate Charles Green, a former Crown Castle chief financial officer, at next week’s annual shareholder meeting.

Miller’s Boots Capital has “put forth a credible slate of nominees, as well as reasonable suggestions for the company that we believe should earnestly warrant greater consideration by the board,” the Glass Lewis report said.

Crown Castle had no comment on the report.

Glass Lewis’ bigger rival, Institutional Shareholder Services, backed all company directors and none of Boots Capital’s candidates, arguing there is no need for more change now after the company reacted quickly to criticisms in 2023.

Miller launched the boardroom fight earlier this year after Crown Castle reached an agreement with Elliott in December. Since late 2023, the company has refreshed its board, hired a new chief executive and began looking at possibly selling its fiber business, all things Elliott had pushed for.

Miller and Boots Capital also wanted a review of the fiber business and argued that he and his partners should join the board so they could help find a buyer for the business and assist the company in upgrading its tower assets.

Boots Capital’s slate includes Miller, his son-in-law Tripp Rice, Green and David Wheeler. Shareholders will elect four directors on May 22 to serve on the board, which now has 13 members.

Miller said all four of his candidates should be elected “to effect the changes that Glass Lewis agrees are needed at Crown Castle. Shareholders deserve a more capable Board with a detailed plan that will help restore credibility, leadership, and operational excellence to Crown Castle and create long-term value.”

(Reporting by Svea Herbst-Bayliss; Editing by Tomasz Janowski)