Form 8-K - Current report

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) December 19, 2023

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On December 19, 2023, SBA Communications Corporation (the “Company”) appointed Mr. Brendan Cavanagh to the Company’s Board of Directors (the “Board”), effective January 1, 2024. Mr. Cavanagh will serve as a Class I director for a term expiring at the 2024 Annual Meeting of Shareholders, at which time he will stand for re-election. Concurrent with Mr. Cavanagh’s appointment, the Board will be expanded to ten members.

Mr. Cavanagh’s appointment to the Board follows the previously announced CEO succession plan, pursuant to which Mr. Cavanagh will succeed Mr. Jeffrey Stoops as President and Chief Executive Officer, effective January 1, 2024. In connection with the CEO succession plan, the Board has also appointed Mr. Stoops to the position of non-executive Chairman of the Board, effective January 1, 2024.

Biographical and other information about Mr. Cavanagh is included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 12, 2023.

There is no arrangement or understanding between Mr. Cavanagh and any other person pursuant to which Mr. Cavanagh has been appointed as a director. There are no family relationships between Mr. Cavanagh and any of the Company’s directors and executive officers, and Mr. Cavanagh is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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.


SBA COMMUNICATIONS CORPORATION

By:		/s/ Brendan T. Cavanagh
		Brendan T. Cavanagh
		Executive Vice President and Chief Financial Officer

Date: December 22, 2023

Document and Entity Information	Dec. 19, 2023
Cover [Abstract]
Entity Registrant Name	SBA COMMUNICATIONS CORP
Amendment Flag	false
Entity Central Index Key	0001034054
Document Type	8-K
Document Period End Date	Dec. 19, 2023
Entity Incorporation State Country Code	FL
Entity File Number	001-16853
Entity Tax Identification Number	65-0716501
Entity Address, Address Line One	8051 Congress Avenue
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33487
City Area Code	(561)
Local Phone Number	995-7670
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, $0.01 par value per share
Trading Symbol	SBAC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false