Boots Capital Management, LLC, an investment vehicle led by Ted B. Miller, co-founder and former CEO of Crown Castle Inc. (NYSE: CCI), yesterday issued the following statement in response to the investor presentation filed by Crown Castle in connection with its upcoming 2024 Annual Meeting:
“Boots Capital began evaluating how Crown Castle’s fiber assets could be divested in August 2023 – while Crown Castle was still publicly committed to its fiber strategy – in large part driven by conversations with company shareholders. Repeatedly, we tried to engage constructively and cooperatively with the company by bringing them an actionable and timely plan with a list of parties who will transact.”
The directive from Boots said Crown Castle’s Board continues to refuse to consider their analysis, which they claim comprises hundreds of pages of detailed work. Boots said Crown has resorted to publicizing “outright mistruths and attacks on our motives and experience as a way to scare shareholders.”
“However,” the release read, “these are the same shareholders who have suffered under 10 years of Crown Castle’s terrible underperformance and a corporate governance approach that has been openly hostile to their interests. Shareholders should not be fooled.”
Boots Capital said it does not seek direct or “de-facto control” of Crown Castle and believes all Crown Castle directors should be treated equally. In addition, Boots says it’s only seeking four seats out of 12 and has repeatedly stated it doesn’t seek the executive chairman role. Originally, Boots said the request for the chairman’s position was made while the company was in a leadership crisis, after “the abrupt resignation of the CEO and the ensuing vacuum created by the Board’s lack of a succession plan.”
Boots said it plans to work constructively with Crown’s new CEO and vocally supported his appointment to the Board although the company allegedly accused Boots of objecting to the appointment of new CEO, Steven Moskowitz.
“We specifically did not object to Mr. Moskowitz’s board appointment when we objected to the Board’s last-minute increase in the total number of board seats from 12 to 13 in the middle of a proxy fight. Rather, we informed the company the right decision would be to remove one of the Board’s more tenured directors, who has presided over significant and lengthy value destruction, to allow Mr. Moskowitz to be on the Board. In fact, the Board, not Boots Capital, made the decision to remove Mr. Moskowitz,” the directive stated.
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