8-K – 2026-05-22 – d28338d8k.htm

8-K

SBA COMMUNICATIONS CORP false 0001034054 0001034054 2026-05-22 2026-05-22
 
 
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 22, 2026
 
 

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 22, 2026, SBA Communications Corporation (the “Company”) held its 2026 Annual Meeting of Shareholders. At the 2026 Annual Meeting of Shareholders, the shareholders voted on (i) the election of three director nominees (Proposal 1), (ii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 2), and (iii) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year (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 Class III directors for a term of office expiring at the 2029 Annual Meeting of Shareholders and, in each case, until his or her successor is duly elected and qualified.
 

 
  
For
 
  
Against
 
  
Abstain
 
  
Broker Non-Vote
 

Steven E. Bernstein

  
 
90,008,560
 
  
 
5,480,418
 
  
 
71,521
 
  
 
2,476,746
 

Laurie Bowen

  
 
83,368,558
 
  
 
10,682,153
 
  
 
1,509,788
 
  
 
2,476,746
 

Amy E. Wilson

  
 
88,262,822
 
  
 
7,226,259
 
  
 
71,418
 
  
 
2,476,746
 

Proposal 2
The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
 

For

  
Against

  
Abstain

  
Broker Non-Vote

88,353,112
  
5,586,172
  
1,621,215
  
2,476,746

Proposal 3
The shareholders approved the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
 

For

  
Against

  
Abstain

  
Broker Non-Vote

91,422,274
  
6,600,498
  
14,473
  
— 

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/ Marc Montagner

 
Marc Montagner

 
Executive Vice President and Chief Financial Officer

Date: May 22, 2026