Sector: Real Estate
SBA COMMUNICATIONS REIT CORP CLASS · Meeting: May 22, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Bernstein has served as a director since 1989 as the company's founder; SBAC's 3-year stock return is -9.9% (negative absolute TSR), and the gap versus the ^FNER — FTSE NAREIT All Equity REITs Index is -21.8 percentage points, which does not meet the 30-point threshold required to trigger a vote against, so no TSR flag fires; no overboarding, attendance, or independence concerns are noted.
Bowen joined the board in 2023, which is within the 24-month new-director exemption window relative to the 2026 meeting, so she is exempt from the TSR underperformance trigger; she brings relevant telecommunications and global operations expertise and serves on independent committees with no attendance or independence concerns.
Wilson joined the board in 2023, which is within the 24-month new-director exemption window relative to the 2026 meeting, so she is exempt from the TSR underperformance trigger; she brings strong corporate governance and legal expertise and serves on the audit and NCG committees with no attendance, independence, or overboarding concerns.
All three nominees pass the policy screens: the ETF-fallback TSR underperformance trigger (using ^FNER — FTSE NAREIT All Equity REITs Index) does not fire because the 3-year gap of -21.8 percentage points falls short of the 30-point threshold required for a negative absolute TSR company, and the two newer directors are within the 24-month exemption period; no overboarding, attendance, or independence issues are identified for any nominee.
CEO
Brendan T. Cavanagh
Total Comp
$11,358,715
Prior Support
N/A
CEO Cavanagh received total compensation of approximately $11.4 million in 2025, which is within a reasonable range for the CEO of a $23 billion specialty REIT with significant international operations; the pay program is heavily performance-oriented, with the proxy stating that 91% of CEO target total direct compensation is variable or at-risk, including performance-based stock awards tied to AFFO per share, relative total shareholder return, and return on invested capital over a three-year period, which are long-term, meaningful metrics that align executive outcomes with shareholder interests. Pay mix is strong, fixed base salary of $955,000 represents only about 8% of total compensation, well below the 40% threshold that would trigger a concern; the company has a robust clawback policy in place and no prior say-on-pay vote failure is noted, so no policy triggers fire.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include a fee table with specific audit and non-audit fee figures in the text provided, so the non-audit fee ratio trigger cannot be evaluated; auditor tenure is not explicitly disclosed in the filing excerpt, so the tenure trigger does not fire per policy; Ernst & Young is a Big 4 firm appropriate for a $23 billion market cap company, no material restatements are mentioned, and the default vote is FOR in the absence of confirmed trigger conditions.
Meeting held May 22, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Steven E. Bernstein | 94.3% | 90.0M | 5.5M | ✓ Elected |
| Amy E. Wilson | 92.4% | 88.3M | 7.2M | ✓ Elected |
| Laurie Bowen | 88.6% | 83.4M | 10.7M | ✓ Elected |
Say on Pay
For 88.4M · Against 5.6M · Abstain 1.6M
Auditor Ratification
For 91.4M · Against 6.6M · Abstain 14,473
The 2026 SBA Communications annual meeting presents three standard proposals — director elections, say-on-pay, and auditor ratification — all of which pass policy review with FOR votes; the director TSR trigger does not fire because SBAC's 3-year underperformance versus the ^FNER — FTSE NAREIT All Equity REITs Index (-21.8 percentage points) falls below the 30-point threshold applicable to companies with negative absolute returns, the CEO pay program is strongly performance-linked at 91% variable compensation, and Ernst & Young as auditor raises no independence or tenure concerns based on available data.
2 companies disclosed in 2026 proxy filing
