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:
| 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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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).
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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. |
(b)
On March 27, 2023, Duncan H. Cocroft, a member of the Board of Directors (the “Board”) of SBA Communications Corporation (the “Company”) since 2004, notified the Board that he had decided to retire and would not stand for re-election at the Company’s 2023 Annual Meeting of Shareholders. Mr. Cocroft confirmed that his decision to not stand for re-election was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On March 28, 2023, Fidelma Russo, a member of the Board since 2020, notified the Board that she had decided not to stand for re-election at the Company’s 2023 Annual Meeting of Shareholders in order to focus on her other commitments and that the decision not to stand for re-election was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
The Company and the Board wish to sincerely thank Mr. Cocroft and Ms. Russo for their years of service and significant contributions to the Company.
As a result of the Board’s ongoing succession planning and refreshment activities, the Company is prepared and currently expects to nominate two independent director candidates for election at the 2023 Annual Meeting of Shareholders to replace the outgoing directors. The Board anticipates that its independent director nominees will be consistent with its commitment to seeking diversity and balance among directors of race, gender, geography, thought, viewpoints, backgrounds, skills, experience, and expertise.
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 31, 2023 | ||||||
Document and Entity Information |
Mar. 27, 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 | Mar. 27, 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 |