UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Securities registered pursuant to Section 12(b) of the Act:
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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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 28, 2022, SBA Communications Corporation (the “Company”) appointed Jay L. Johnson to the Company’s Board of Directors (the “Board”), effective immediately. Mr. Johnson will serve as a Class I director for a term expiring at the 2022 Annual Meeting of Shareholders, at which time he will stand for re-election. Concurrent with his appointment, the Board was expanded to nine members. Mr. Johnson will serve on the Audit Committee of the Board.
The Board has determined that Mr. Johnson qualifies as independent under the applicable Nasdaq listing standards. There are no arrangements or understandings between Mr. Johnson and any other persons with respect to his appointment as a director. Neither Mr. Johnson nor any immediate family member of Mr. Johnson 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.
Mr. Johnson 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 2021 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 1, 2021. The Company also plans to enter into an indemnification agreement with Mr. Johnson, 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 Mr. Johnson’s appointment to the Board is furnished with this report as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
As described in Item 5.02 of this Current Report on Form 8-K, the following exhibits are furnished as part of this Current Report.
| Exhibit |
Description | |
| 99.1 | Press release issued by SBA Communications Corporation on March 29, 2022. | |
| 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: March 29, 2022
Exhibit 99.1
SBA Communications Announces Election of Jay L. Johnson to Board of Directors
Boca Raton, Florida, March 29, 2022 (BUSINESS NEWSWIRE) – SBA Communications Corporation (NASDAQ: SBAC) (“SBA”) today announced the election of Jay L. Johnson to the SBA Board of Directors as a new independent director, effective March 28, 2022.
Mr. Johnson is the Executive Vice President and Chief Financial Officer of Lamar Advertising (NASDAQ: LAMR), one of the largest North American outdoor advertising companies. He is an experienced financial executive with in-depth expertise in the Real Estate Investment Trust (REIT) space as well as broader hospitality and media expertise.
“We are very pleased to welcome Jay to our Board of Directors,” said Steven E. Bernstein, Chairman of the Board of SBA. “He brings proven leadership in the REIT arena, as well as a wealth of experience in the areas of investment banking, capital markets and investor relations. With leadership experience in managing one of the largest networks of digital billboards in the United States, a business model with many similarities to our shared infrastructure model, Jay will bring relevant and valuable expertise to our Board in a time of exciting wireless innovation.”
Before joining Lamar Advertising, Mr. Johnson held positions as Executive Vice President and Chief Financial Officer, DiamondRock Hospitality Company and Senior Vice President and Treasurer, Host Hotels & Resorts, Inc. Additionally, he held senior leadership roles at KeyBank Real Estate Capital and Bank of America NA, among others. He currently serves on the Board of Directors of Newell Brands (NASDAQ: NWL). Mr. Johnson holds a B.A. in Economics from Morehouse College and an MBA from Harvard Business School.
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About SBA Communications Corporation
SBA Communications Corporation is a leading independent owner and operator of wireless communications infrastructure including towers, buildings, rooftops, distributed antenna systems (DAS) and small cells. With a portfolio of more than 35,000 communications sites in sixteen markets throughout the Americas, Africa and the Philippines, SBA is listed on NASDAQ under the symbol SBAC. SBA is part of the S&P 500 and is one of the top Real Estate Investment Trusts (REITs) by market capitalization.
For more information, please visit: www.sbasite.com.
Contacts
Mark DeRussy, CFA
Capital Markets
561-226-9531
Lynne Hopkins
Media Relations
561-226-9431
Document and Entity Information |
Mar. 28, 2022 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | SBA COMMUNICATIONS CORP |
| Amendment Flag | false |
| Entity Central Index Key | 0001034054 |
| Document Type | 8-K |
| Document Period End Date | Mar. 28, 2022 |
| 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 |