Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) May 12, 2022

SBA Communications Corporation

(Exact Name of Registrant as Specified in its Charter)


Florida	001-16853	65-0716501
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8051 Congress Avenue Boca Raton, FL		33487
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (561) 995-7670

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, $0.01 par value per share

SBAC

The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 12, 2022, SBA Communications Corporation (the “Company”) held its 2022 Annual Meeting of Shareholders. At the 2022 Annual Meeting of Shareholders, the shareholders voted on (i) the election of four director nominees (Proposal 1), (ii) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year (Proposal 2) and (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 3). The results of the votes are set forth below.

Proposal 1

The shareholders voted in favor of the election of the following director nominees as a Class I director (Jay L. Johnson) for a term of office expiring at the 2024 Annual Meeting of Shareholders, and Class II directors (Kevin L. Beebe, Jack Langer and Jeffrey A. Stoops) for a term of office expiring at the 2025 Annual Meeting of Shareholders and, in each case, until their successors are duly elected and qualified.


	For	Against	Abstain	Broker Non-Vote
Kevin L. Beebe	89,450,895	6,653,376	27,248	2,919,682
Jay L. Johnson	95,296,709	807,009	27,801	2,919,682
Jack Langer	78,632,482	16,922,072	576,965	2,919,682
Jeffrey A. Stoops	93,498,250	2,606,316	26,953	2,919,682

Proposal 2

The shareholders approved the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year.


For	Against	Abstain	Broker Non-Vote
96,388,356	2,645,905	16,940	—

Proposal 3

The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers.


For	Against	Abstain	Broker Non-Vote
91,599,587	4,493,676	38,256	2,919,682

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.