SBA Communications (SBAC) 2026 shareholders back directors, pay, and auditor

Rhea-AI Filing Summary

SBA Communications Corporation reported the results of its 2026 Annual Meeting of Shareholders. Shareholders elected three Class III directors—Steven E. Bernstein, Laurie Bowen, and Amy E. Wilson—to terms expiring at the 2029 annual meeting, each receiving strong support based on votes cast.

Shareholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 88,353,112 votes in favor versus 5,586,172 against and 1,621,215 abstentions. In addition, they ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the 2026 fiscal year, with 91,422,274 votes for, 6,600,498 against, and 14,473 abstentions.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Steven E. Bernstein: 90,008,560 votes Votes for Laurie Bowen: 83,368,558 votes Votes for Amy E. Wilson: 88,262,822 votes +4 more

7 metrics

Votes for Steven E. Bernstein 90,008,560 votes Director election, Proposal 1

Votes for Laurie Bowen 83,368,558 votes Director election, Proposal 1

Votes for Amy E. Wilson 88,262,822 votes Director election, Proposal 1

Say-on-pay votes for 88,353,112 votes Advisory executive compensation, Proposal 2

Say-on-pay votes against 5,586,172 votes Advisory executive compensation, Proposal 2

Auditor ratification votes for 91,422,274 votes Ernst & Young LLP, Proposal 3

Auditor ratification votes against 6,600,498 votes Ernst & Young LLP, Proposal 3

Key Terms

Annual Meeting of Shareholders, Class III directors, named executive officers, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Shareholders regulatory

"On May 22, 2026, SBA Communications Corporation held its 2026 Annual Meeting of Shareholders."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Class III directors regulatory

"director nominees as Class III directors for a term of office expiring at the 2029 Annual Meeting"

named executive officers financial

"the compensation of the Company’s named executive officers (Proposal 2)"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm regulatory

"Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-vote regulatory

"Broker Non-Vote 88,353,112 | | 5,586,172 | | 1,621,215 | | 2,476,746"

Understanding 8-K Material Events →

SBA COMMUNICATIONS CORP false 0001034054 0001034054 2026-05-22 2026-05-22

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 22, 2026

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-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:

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

On May 22, 2026, SBA Communications Corporation (the “Company”) held its 2026 Annual Meeting of Shareholders. At the 2026 Annual Meeting of Shareholders, the shareholders voted on (i) the election of three director nominees (Proposal 1), (ii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 2), and (iii) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year (Proposal 3). 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 III directors for a term of office expiring at the 2029 Annual Meeting of Shareholders and, in each case, until his or her successor is duly elected and qualified.

		For				Against				Abstain				Broker Non-Vote
Steven E. Bernstein			90,008,560				5,480,418				71,521				2,476,746
Laurie Bowen			83,368,558				10,682,153				1,509,788				2,476,746
Amy E. Wilson			88,262,822				7,226,259				71,418				2,476,746

Proposal 2

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

For		Against		Abstain		Broker Non-Vote
88,353,112		5,586,172		1,621,215		2,476,746

Proposal 3

The shareholders approved the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

For		Against		Abstain		Broker Non-Vote
91,422,274		6,600,498		14,473		—

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/ Marc Montagner
		Marc Montagner
		Executive Vice President and Chief Financial Officer

Date: May 22, 2026

FAQ

What did SBA Communications (SBAC) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: electing three Class III directors, approving named executive officer compensation on an advisory basis, and ratifying Ernst & Young LLP as independent auditor for the 2026 fiscal year.

Were SBA Communications (SBAC) director nominees elected at the 2026 annual meeting?

Yes, shareholders elected Steven E. Bernstein, Laurie Bowen, and Amy E. Wilson as Class III directors, each for a term expiring at the 2029 annual meeting and until their successors are duly elected and qualified.

How did SBA Communications (SBAC) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory vote on named executive officer compensation, with 88,353,112 votes for, 5,586,172 against, and 1,621,215 abstentions, plus 2,476,746 broker non-votes recorded on the proposal.

What were the audit firm ratification results for SBA Communications (SBAC) in 2026?

Shareholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the 2026 fiscal year, with 91,422,274 votes for, 6,600,498 against, and 14,473 abstentions recorded on the proposal.

Which proposals at SBA Communications (SBAC) 2026 meeting had broker non-votes?

Broker non-votes appeared on the director elections and the advisory vote on executive compensation. Proposal 3, the ratification of Ernst & Young LLP as auditor, reported no broker non-votes, only for, against, and abstain votes.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB