Sba Communications Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect Steven E. Bernstein, Laurie Bowen, and Amy E. Wilson as Class III directors, each to serve a three-year term expiring at the 2029 Annual Meeting.

2. 2

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory proposal to approve the compensation of the company's named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative.

   More detail

   This management proposal asks shareholders to cast a non‑binding advisory vote approving the company’s 2025 named executive officer compensation as disclosed in the proxy. Management seeks shareholder approval to validate its pay practices, which it describes as strongly performance‑based (91% of the CEO’s target pay for 2025 was performance‑ or equity‑based) and designed to align executives with long‑term shareholder value through metrics such as AFFO per share, relative TSR and ROIC for performance RSUs and Adjusted EBITDA and Site Leasing Revenue for annual incentives. The Board emphasizes robust governance features — independent compensation committee, independent compensation consultant, clawback policies, double‑trigger change‑in‑control protections, stock ownership guidelines and no hedging — as rationale for recommending a FOR vote. The proposal is advisory and non‑binding, but the Board and Compensation Committee commit to reviewing the vote outcome and considering it in future decisions. Context includes strong shareholder engagement and historical high support (95% in 2025) and recent compensation program adjustments responsive to shareholder feedback (e.g., metric changes and weighting). Key controversies for an analyst to consider include the heavy weighting of equity and performance metrics which ties pay tightly to stock performance (which can be volatile for tower REITs), the use of subjective components (25% of annual bonus) that give the Committee discretion, and the treatment of performance metric adjustments (e.g., excluding certain markets from targets). The proposal’s materiality is elevated by the company’s recent transactions (Millicom acquisition and market exits), capital allocation actions (dividend growth and repurchases), and the CEO’s amended employment agreement, all of which affect pay‑for‑performance assessment. For a sophisticated evaluator, the merits hinge on whether the disclosed metrics and governance mitigants sufficiently constrain excessive risk‑taking while rewarding execution on long‑term strategic targets, and whether shareholder engagement mechanisms provide adequate accountability given the substantial equity‑linked pay.

3. 3

   Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP to serve as SBA’s independent registered public accounting firm for the 2026 fiscal year.

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When is the Sba Communications Corp 2026 annual meeting?

Sba Communications Corp (SBAC) holds its 2026 annual shareholder meeting on Friday, May 22, 2026.

What is the record date for the Sba Communications Corp 2026 meeting?

The record date for the Sba Communications Corp 2026 meeting is Thursday, March 26, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Sba Communications Corp's 2026 meeting?

The board is presenting 3 director nominees at the Sba Communications Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Sba Communications Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Sba Communications Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.