SBAC SBA Communications Corporation

 

 

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) April 6, 2015

 

 

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 (see General Instruction A.2. below):

 

¨	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))

 

 

 

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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.

(d)

On April 6, 2015, SBA Communications Corporation (the “Company”) appointed Mary S. Chan to the Company’s Board of Directors (the “Board”), effective May 1, 2015. Ms. Chan will serve as a Class I director for a term expiring at the 2015 Annual Meeting of Shareholders, at which time she will stand for re-election. Concurrent with her appointment, the Board will be expanded to eight members. As of the date of this Current Report on Form 8-K, the Board has not yet determined on which committee or committees of the Board Ms. Chan will serve.

The Board has determined that Ms. Chan qualifies as independent under the independence standards set forth in the NASDAQ listing standards. There are no arrangements or understandings between Ms. Chan and any other persons with respect to her appointment as a director. Neither Ms. Chan nor any immediate family member of Ms. Chan 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.

Ms. Chan will participate in the standard non-employee director compensation arrangements described under the heading “Director Compensation” in our Preliminary Proxy Statement on Schedule 14A for the Company’s 2015 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 26, 2015. We also plan to enter into an indemnification agreement with Ms. Chan, 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 Ms. Chan’s appointment to the Board is furnished with this report as Exhibit 99.1.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

The following exhibit is furnished as part of this Current Report on Form 8-K.

 

Exhibit No.		Description
99.1		Press release issued by SBA Communications Corporation on April 6, 2015.

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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.

 

Date: April 7, 2015

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

SBA Communications Announces Appointment of

Mary S. Chan to Board of Directors

Boca Raton, Florida, April 6, 2015

SBA Communications Corporation (NASDAQ: SBAC) (“SBA”) announced today the appointment of Mary S. Chan, 52, to its board of directors. Ms. Chan brings to the SBA Board over 25 years of extensive experience in telecommunications and wireless technology industries, including roles at General Motors Corporation, Dell Inc., Alcatel-Lucent and predecessor Lucent Technologies, and AT&T Network Systems.

“We are delighted to appoint Mary Chan to our Board of Directors,” commented Steven E. Bernstein, Chairman of the Board of SBA. “Mary’s expertise in wireless networks, products and services will allow us to better anticipate the future network needs of our customers and help guide our future growth. Her background in both wireless equipment and consumer offerings will be an invaluable addition to the skills and capabilities of our current Board.”

From May 2012 to April 2015, Ms. Chan served as President, Global Connected Consumer & OnStar Service, at General Motors Corporation, where she led the development and execution of General Motors’ strategic global infotainment plans, including the launch of 4G LTE connectivity across its global portfolio of vehicle brands. From September 2009 to March 2012, Ms. Chan served as Senior Vice President and General Manager, Enterprise Mobility Solutions & Services, at Dell Inc., where she helped expand Dell’s mobility product and service offerings. From December 2000 to August 2009, Ms. Chan held various senior vice president positions at Alcatel-Lucent and Lucent Technologies, including the positions of Executive Vice President, President of 4G/LTE Wireless Networks and Executive Vice President, President of Global Wireless Networks. Prior to Alcatel-Lucent/Lucent Technologies, Ms. Chan worked at AT&T Network Systems focusing on product and platform development of 2G and 3G wireless systems.

Ms. Chan’s appointment will be effective May 1, 2015. Ms. Chan will serve as an independent director and, concurrent with her appointment, the Board will be expanded to eight members.

About SBA Communications Corporation

SBA Communications Corporation is a first choice provider and leading owner and operator of wireless communications infrastructure in North, Central and South America. By “Building Better Wireless”, SBA generates revenue from two primary businesses—site leasing and site development services. SBA’s primary focus is the leasing of antenna space on its multi-tenant towers to a variety of wireless service providers under long-term lease contracts. For more information please visit www.sbasite.com.

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Contacts:

Mark DeRussy, CFA

Capital Markets

561-226-9531

Lynne Hopkins

Corporate Communications

561-226-9431

Source: SBA Communications Corporation