Management Change - 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) March 27, 2023

SBA Communications Corporation

(Exact Name of Registrant as Specified in its Charter)

Florida		001-16853		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-Kfiling 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-12under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencementcommunications 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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share		SBAC		The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

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-2of the Securities Exchange Act of 1934 (§240.12b-2of 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.

(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-electionat the Company's 2023 Annual Meeting of Shareholders. Mr. Cocroft confirmed that his decision to not stand for re-electionwas 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-electionat 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-electionwas 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