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 14, 2020
SBA Communications Corporation
(Exact Name of Registrant as Specified in its Charter)
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Florida |
001-16853 |
65-0716501 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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8051 Congress Avenue Boca Raton, FL |
33487 |
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(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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Class A Common Stock, $0.01 par value per share |
SBAC |
The NASDAQ Stock Market LLC
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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 14, 2020, SBA Communications Corporation (the “Company”) held its 2020 Annual Meeting of Shareholders in a virtual format. At the 2020 Annual Meeting of Shareholders, the shareholders voted on (i) the election of three 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 2020 fiscal year (Proposal 2), (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 3) and (iv) the approval of the Company’s 2020 Performance and Equity Incentive Plan (Proposal 4). 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 2023 Annual Meeting of Shareholders and, in each case, until his or her successor is duly elected and qualified.
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For |
Against |
Abstain |
Broker Non-Vote |
||||
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Steven E. Bernstein |
92,934,614 |
6,701,704 |
20,811 |
3,679,766 |
||||
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Duncan H. Cocroft |
95,669,386 |
3,966,648 |
21,095 |
3,679,766 |
||||
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Fidelma Russo |
99,105,011 |
532,026 |
20,092 |
3,679,766 |
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 2020 fiscal year.
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|
For |
Against |
Abstain |
Broker Non-Vote |
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|
102,138,824 |
1,181,887 |
16,184 |
— |
Proposal 3
The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
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For |
Against |
Abstain |
Broker Non-Vote |
||||
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|
94,732,996 |
4,903,236 |
20,897 |
3,679,766 |
Proposal 4
The shareholders approved the Company’s 2020 Performance and Equity Incentive Plan.
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For |
Against |
Abstain |
Broker Non-Vote |
||||
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|
93,633,989 |
6,006,606 |
16,534 |
3,679,766 |
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.
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SBA COMMUNICATIONS CORPORATION |
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By: |
/s/ Brendan T. Cavanagh |
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Brendan T. Cavanagh |
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Executive Vice President and Chief Financial Officer |
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Date: May 18, 2020