UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 13, 2019, SBA Communications Corporation (the “Company”) appointed Fidelma Russo to the Company’s Board of Directors (the “Board”), effective as of January 1, 2020. Ms. Russo will serve as a Class III director for a term expiring at the 2020 Annual Meeting of Shareholders, at which time she will stand for re-election. Concurrent with her appointment, the Board will be expanded to nine members. Upon her appointment, Ms. Russo will serve on the Audit Committee and the Nominating and Corporate Governance Committee of the Board.
The Board has determined that Ms. Russo qualifies as independent under the independence standards set forth in the Nasdaq listing standards. There are no arrangements or understandings between Ms. Russo and any other persons with respect to her appointment as a director. Neither Ms. Russo nor any immediate family member of Ms. Russo has been a participant in any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
Ms. Russo will participate in the standard non-employee director compensation arrangements described under the heading “Director Compensation” in the Company’s Definitive Proxy Statement on Schedule 14A for the Company’s 2019 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 5, 2019. The Company also plans to enter into an indemnification agreement with Ms. Russo, the form of which was previously filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
A copy of the press release announcing Ms. Russo’s appointment to the Board is furnished with this report as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibit is furnished as part of this Current Report on Form 8-K.
| Exhibit No. |
Description | |||
| 99.1 |
Press release issued by SBA Communications Corporation on December 16, 2019. | |||
| 104 |
Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document) | |||
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 16, 2019