Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) January 26, 2012



SBA Communications Corporation

(Exact Name of Registrant as Specified in its Charter)




Florida   000-30110   65-0716501

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


5900 Broken Sound Parkway N.W.

Boca Raton, FL

(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))




Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 26, 2012, the Board of Directors of SBA Communications Corporation (the “Company”) adopted Amended and Restated Bylaws for the Company, effective upon adoption. The Bylaws were amended to provide that directors will be elected by a majority of the votes cast in uncontested elections. In contested elections, the vote standard will continue to be a plurality of votes cast. A director who is not elected by a majority of the votes cast in an uncontested election must tender his or her resignation to the Board of Directors. The Board of Directors, taking into consideration the recommendation of the Nominating and Corporate Governance Committee of the Board, will then decide whether to accept or reject the resignation, or whether other action should be taken.

The description above is qualified in its entirety by the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.5A and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.


(d) Exhibits





3.5A   Amended and Restated Bylaws of SBA Communications Corporation, effective as of January 26, 2012.


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.



/s/ Brendan T. Cavanagh

  Brendan T. Cavanagh
  Senior Vice President and Chief Financial Officer

Date: January 31, 2012