Form 8-K

 

 

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 13, 2016

 

 

SBA Communications Corporation

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Florida   000-30110   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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 13, 2016, SBA Communications Corporation (the “Company”) held its 2016 Annual Meeting of Shareholders. At the 2016 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 2016 fiscal year (Proposal 2), (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 3), (iv) the approval of the Company’s proxy access bylaw (Proposal 4) and (v) a shareholder proposal to amend the Company’s proxy access bylaw to reduce the ownership threshold from 5% to 3% and make other changes (Proposal 5) described in the Company’s 2016 Annual Meeting proxy statement. 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 II directors for a term of office expiring at the 2019 Annual Meeting of Shareholders and, in each case, until his successor is duly elected and qualified.

 

    

For

    

Against

    

Abstain

    

Broker Non-Vote

 

Kevin L. Beebe

     108,285,624         1,085,695         40,663         4,244,769   

Jack Langer

     107,393,340         1,978,293         40,349         4,244,769   

Jeffrey A. Stoops

     107,784,967         1,586,729         40,286         4,244,769   

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 2016 fiscal year.

 

For

  

Against

  

Abstain

  

Broker Non-Vote

111,688,997    1,956,717    11,037    —  

Proposal 3

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

 

For

  

Against

  

Abstain

  

Broker Non-Vote

107,511,028    1,836,873    64,081    4,244,769

Proposal 4

The shareholders did not approve the Company’s proxy access bylaw.

 

For

  

Against

  

Abstain

  

Broker Non-Vote

32,191,313    77,191,835    28,834    4,244,769

Proposal 5

The shareholders approved the shareholder proposal to amend the Company’s proxy access bylaw to reduce the ownership threshold from 5% to 3% and make other changes described in the Company’s 2016 Annual Meeting proxy statement.

 

For

  

Against

  

Abstain

  

Broker Non-Vote

73,916,380    35,406,261    89,341    4,244,769


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: May 16, 2016