PROXY SUMMARY

With our quarterly dividend initiated in 2019, we returned approximately $553.7 million in capital to our shareholders through the payment of $83.4 million in aggregate dividends during 2019 and the repurchase of approximately 2.0 million shares of our Class A common stock.

This performance has contributed to our ability to create significant shareholder value.value as we delivered 134% Total Shareholder Return ("TSR") for the three years ended December 31, 2019. As the chart below demonstrates, for the five yearour TSR over that period ended December 31, 2015, our Total Shareholder Return (“TSR”) was approximately 157%, significantly exceedingsurpassed the TSR of the NASDAQ Composite Index (approximately 100%) and theour large public tower company peer group (approximately 76%110%) and significantly exceeded the TSR of the S&P 500 Index (approximately 53%) and the FTSE NAREIT All Equity REITs Index (approximately 34%).

For more information relating to SBA’sSBA's financial performance, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2015,2019, filed with the SEC on February 26, 2016.24, 2020.

GOVERNANCE AND EXECUTIVE COMPENSATION HIGHLIGHTS2 SBA Communications Corporation | 2020 Proxy Statement

PROXY SUMMARY

Proposal 1 - Election of Directors (page 8)

Board Composition

The independent directors of our Board bring are balanced with a mix of skills, experience, diversity and perspectives. See page 8 for more information.

Governance Highlights

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PROXY SUMMARY

Shareholder Engagement

2We have an active shareholder engagement program that includes members of management and the Board of Directors. We believe it is important to directly engage with our shareholders on a regular basis as a means of soliciting their views on matters including corporate governance, executive compensation, environmental and social initiatives, and other important topics. We use this feedback to assist SBA and the Board with matters requiring a broader shareholder perspective. We also listen to the feedback our shareholders provide through the annual say-on-pay advisory votes on our executive compensation.

Our 2019 outreach resulted in an active engagement with
holders of approximately 60% of our shares of Class A common
stock outstanding, including approximately

Corporate Social Responsibility and Sustainability

Our corporate social responsibility and sustainability initiatives are founded on three pillars: our people, planet and philanthropy. We proactively identify and manage the environmental, social and governance issues facing our business on an ongoing basis. We evaluate the importance of these issues in relation to our shareholders and to our long-term business success. We are committed to fostering a corporate culture, anchored in our core values, that intentionally promotes inclusion and diversity, operating in a sustainable manner and giving back to the communities in which we operate. We strive to create a diverse and inclusive workplace. We believe that all our stakeholders-our shareholders, employees, customers, suppliers and the people in the communities in which we operate-and the environment must be considered in our daily operations.

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PROXY SUMMARY

Proposal 2 - Ratification of EY as Auditors (page 60)

>The Audit Committee of the Board has appointed Ernst & Young LLP to continue to serve as our independent registered public accounting firm for the 2020 fiscal year.

PROXY STATEMENT>Ernst & Young has served as our independent registered public accounting firm since 2002.

>Each year, the Audit Committee evaluates the qualifications, performance and independence of SBA's independent registered public accounting firm to determine whether to re-engage the same independent registered public accounting firm or whether it should be rotated.

>Based on this evaluation, the Audit Committee believes that the continued retention of Ernst & Young is in the best interests of SBA and its shareholders.

Proxy Statement

Proposal 3 - Advisory Vote on Executive Compensation (page 64)

Overview of Executive Compensation Practices

We pay for Annual Meeting of Shareholders to be held on May 13, 2016

You are receiving this proxy statement because you own sharesperformance. The core of our executive compensation philosophy is that our executives' pay should be linked to the performance of SBA. Accordingly, our executives' compensation is heavily weighted toward compensation that is performance-based or equity-based. The compensation of our named executive officers, or NEOs, for 2019 reflects this commitment. Our executives' compensation for 2019 consisted of a base salary, an annual incentive bonus and long-term equity awards that vest over a four-year period. For 2019, 90% of our CEO's target total compensation and an average of 85% of our other NEOs' target total compensation was performance-based or equity-based.

We listened to our shareholders in restructuring our 2020 long-term incentive award program. Following engagement with shareholders representing approximately 75% of our top 20 shareholders and 60% of our outstanding Class A common stock that entitle youregarding our executive compensation plan design, the Compensation Committee of the Board restructured our 2020 long-term equity incentive awards to vote attransition to even more performance-based compensation. Commencing in 2020, we eliminated the 2016 Annual Meeting of Shareholders. Our Board of Directors is soliciting proxies from shareholders who wish to vote at the meeting. By use of a proxy, you can vote even if you do not attendoptions and granted our long-term equity incentive awards (1) two-thirds (66.66%) in the meeting. This proxy statement describesform of three-year performance-based restricted stock units which are earned based on our AFFO growth and our relative TSR performance against the matters on which you are being asked to voteS&P 500 and provides information on those matters so that you can make an informed decision.

Date, Time and Place(2) one-third (33.33%) in the form of the 2016 Annual Meeting

We will hold the 2016 Annual Meeting on Friday, May 13, 2016, at 10:00 a.m. local time at our corporate offices located at 8051 Congress Avenue, Boca Raton, Florida 33487.

Questions and Answers About Voting at the Annual Meeting and Related Matters

If your shares are held by a brokerage firm, bank, trustee or other agent (“nominee”), you are considered the “beneficial owner” of shares held in street name. The Notice of Internet Availability of Proxy Materials (“Notice”) has been forwarded to you by your nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner,

time-based restricted stock units.

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PROXY SUMMARY

QUESTIONS AND ANSWERS ABOUT VOTING AT THE ANNUAL MEETING AND RELATED MATTERSProposal 4 - Approval of 2020 Performance and Equity Incentive Plan (page 66)

On recommendation of the Compensation Committee, our Board of Directors unanimously approved the 2020 Performance and Equity Incentive Plan. SBA's prior equity plan, the 2010 Performance and Equity Incentive Plan, expired by its terms on February 25, 2020. Therefore, we are asking you to approve the 2020 Performance and Equity Incentive Plan, which would reserve 3,000,000 shares of Class A common stock for future issuance. Our Board believes that the proposed share reserve represents a reasonable amount of potential equity dilution to accommodate our long- term strategic and growth priorities.

Equity-based awards serve as a key component of our overall compensation to employees, which serves to align their financial interests with those of our shareholders. The Compensation Committee believes that equity-based awards incentivize and reward employees for their performance, develop a high-performance team environment, foster the accomplishment of short-term and long-term strategic and operational objectives and compensate for improvement in shareholder value, all of which are essential to our ongoing success.

Key Equity Plan Features

The 2020 Performance and Equity Incentive Plan contains key features to protect the interests of our shareholders, which include the following:

Key Equity Plan Data

We have a sound track record of prudent equity grant practices with due consideration for protecting the interests of our shareholders, as evidenced by the following key data points. Our Board recognizes the impact of dilution on our shareholders and has evaluated this impact carefully in the context of the need to attract, retain, motivate and ensure that our leadership team and key employees are focused on our strategic priorities.

Assumes the entire proposed share reserve is granted in full-value awards only. The fully-diluted overhang is calculated as the sum of grants outstanding and shares available for future awards (numerator) divided by the sum of the numerator and total shares of Class A common stock outstanding, all as of March 7, 2020.

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QUESTIONS AND ANSWERS ABOUT VOTING AT THE ANNUAL MEETING AND RELATED MATTERS

If our proposal to approve SBA’s proxy access bylaw is approved by shareholders, then no further amendments may be made to the bylaw without further shareholder action. The full text of SBA’s proxy access bylaw is set forth in Exhibit B of this proxy statement.

Proposal 5 is substantially the same as a proposal previously submitted by the same proponent in connection with the 2015 Annual Meeting, which our shareholders considered and rejected at the same meeting just one year ago.

We have already implemented proxy access with the thresholds and protections approved by our shareholders at our 2015 Annual Meeting that provide meaningful proxy access rights to our shareholders. Our proxy access bylaw gives a shareholder, or a group of up to 10 shareholders, who held in the aggregate at least 5% of our common stock for 3 years the right to nominate up to 20% of our Board. This proxy access right was carefully tailored to SBA’s shareholder base and long-term corporate strategy with input from a significant percentage of our shareholders. Our Board believes that shareholders should have the opportunity to again consider alternative proposals related to proxy access, and is therefore presenting for shareholder vote both its own proposal for approval of SBA’s proxy access bylaw, which was adopted in response to the proxy access proposal approved by our shareholders at the 2015 Annual Meeting, and the new shareholder proposal for proxy access. The proposals include different standards regarding the appropriate qualifications for shareholders to use proxy access, the number of directors who may be nominated, and other important matters.

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QUESTIONS AND ANSWERS ABOUT VOTING AT THE ANNUAL MEETING AND RELATED MATTERS

The table below sets forth, for each proposal on the ballot, whether a broker can exercise discretion and vote your shares absent your instructions and if not, the impact of such broker non-vote on the approval of the proposal.

If you vote in advance and also attend the meeting, you do not need to vote again at the meeting unless you want to change your vote. Written ballots will be available at the meeting for shareholders of record.

Beneficial shareholders who wish to vote in person must request a legal proxy from the broker or other nominee and bring that legal proxy to the Annual Meeting.

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PROPOSAL 1 – ELECTION OF DIRECTORS >BOARD QUALIFICATIONS AND SKILLS

PROPOSAL 1 - ELECTION OF DIRECTORS

Balanced Board with Unique Perspectives

Since our IPO in 1999 through the end of last year, SBA has delivered TSR of 2,586%, significantly surpassing the TSR of 268% delivered by the S&P 500 over that same period and we believe that the sound stewardship of our Board of Directors (the "Board") has played an integral role in our ability to achieve this success. We are committed to ensuring that our Board is made up of directors who bring to the Board a wealth of leadership experience, diverse viewpoints, knowledge, skills and business experience in the substantive areas that impact our business and align with our strategy.

Our Nominating and Corporate Governance Committee (the "NCG Committee") regularly reviews the characteristics, skills, background and expertise of the Board as a whole and its individual members to assess those traits against the developing needs of the Board and SBA. SBA is committed to seeking diversity and balance among directors of race, gender, geography, thought, viewpoints, backgrounds, skills, experience, and expertise. As the fundamentals of the wireless network ecosystem continue to evolve, SBA has continued to pursue ways to adapt and prosper from the ever-changing landscape and our NCG Committee has sought to expand the perspectives of our Board to provide us guidance and insight on this evolution.

The two most recent additions to our Board are illustrative of our efforts to add diverse directors who have expertise that can be brought to bear on the evolving wireless ecosystem and provide diversity and balance to our Board. For example, as our customers expanded into non-traditional applications of wireless technologies, we sought a director that had significant leadership and technical experience in this area. As a result, the NCG Committee identified, and the Board appointed, Ms. Chan to our Board in 2015. Ms. Chan brought to the Board her leadership experience in the development and execution of General Motors' launch of 4G LTE connectivity across its global portfolio of vehicle brands. More recently, as we have begun to explore the opportunities presented by the intersection of the wireless ecosystem and the data center, cloud and data sectors, we sought a director with multi-faceted technical and operational skills spanning hardware, software, and systems design across network, server, and storage domains and leadership experience in the development and implementation of new technologies. As a result, the NCG Committee identified, and the Board appointed, Ms. Russo to our Board January 1, 2020. Ms. Russo brings to the Board the leadership and vision of how technology can further strengthen the company's business and identify additional opportunities. Both search processes were multiple month processes using the services of a professional recruiter who was instructed to conduct a nationwide search for diverse candidates in terms of race, gender, geography, thought, viewpoints, backgrounds, skills, experience, and expertise from, among other areas, the traditional corporate environment, government, academia, private enterprise, non-profit organizations, and professions such as accounting, finance, marketing, human resources, and legal services, who possessed the leadership, technical and operational experience that would address the Board's needs.

The matrix below sets forth the collective skills and experience that we have identified as being essential for our Board to provide sound stewardship and the relevance of such skill or experience to our long-term value creation. Our NCG Committee seeks to have a Board with unique and balanced perspectives; consequently, we do not expect nor seek for each director to have each skill or experience set forth in the matrix. The skills, experience and background of each of our directors, and the characteristics that our NCG Committee and our Board identified in connection with his or her nomination is set forth in the director's biography which starts on page 12 of this proxy statement.

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PROPOSAL 1 – ELECTION OF DIRECTORS >BOARD QUALIFICATIONS AND SKILLS

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PROPOSAL 1 – ELECTION OF DIRECTORS >BOARD QUALIFICATIONS AND SKILLS

We seek to have a Board of independent directors that bring to us a wide range of viewpoints and experiences. As discussed later in this proxy statement, we annually evaluate the independence of each of our directors utilizing the definition of "independent director" in the listing rules of the Nasdaq Stock Market. As of March 2, 2020, the composition of our Board was as follows:

IntroductionOur Board consists of independent directors with a diversity of age and gender as evidenced below.

Our Board consists of independent, unaffiliated directors with a range of tenure, with our longer-serving directors providing important institutional knowledge and experience and our newer directors bringing fresh perspectives to deliberations. Our current Board, excluding Mr. Bernstein, who founded SBA, and Mr. Stoops, our CEO, has an average tenure of 10.7 years. We have two directors who have served from 0-6 years (or less than two terms), two directors who have served from 7-12 years (or less than five full terms) and three directors who have served 13-18 years (or at least five full terms).

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PROPOSAL 1 – ELECTION OF DIRECTORS >DIRECTOR AND DIRECTOR NOMINEES

Our Directors and Directors Nominees

Our Board, upon recommendation of our Nominating and Corporate Governance Committee ("NCG Committee") has nominated Steven E. Bernstein, Duncan H. Cocroft and Fidelma Russo, each a current Class III director, to be elected to serve as a member of the Board for a three-year term expiring at the 2023 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified. Each of Messrs. Bernstein and Cocroft and Ms. Russo has consented to serve if elected.

Our Bylaws permit the Board of Directors to set the size of the Board. Our Board currently has nine directors, eight of Directors currently consists of eight directors.which are independent. For the size and scope of our business and operations, we believe a board of approximately this size is appropriate as it is small enough to allow for effective communication among the members but large enough so that we get a diverse set of perspectives and experiences aroundin our board room.

Our Board of Directors is currently divided into three classes. We believe that the classified Board is the most effective way for the Board to be organized because it ensures a greater level of certainty of continuity from year-to-year which provides stability in organization and experience. This continuity and stability is particularly important given the long-term nature of the agreements under which we produce revenue. As a result of the three classes, at each Annual Meeting, directors are elected for a three-year term. Class terms expire on a rolling basis, so that one class of directors is elected each year.

Our Board, current directors and classifications are as follows:

The terms of the three current Class II directors expire at the 2016 Annual Meeting of Shareholders. The Nominating and Corporate Governance Committee (“NCG Committee”) has recommended that Kevin L. Beebe, Jack Langer and Jeffrey A. Stoops, each a current Class II director, be nominated for re-election for a three-year term expiring at the 2019 Annual Meeting of Shareholders or until their successors are duly elected and qualified. Each of Messrs. Beebe, Langer and Stoops has consented to serve if elected.

Our Bylaws provide that, in uncontested elections, directors will be elected by a majority of the votes cast, and in contested elections, directors will be elected by a plurality of the votes cast. Our Bylaws further provide that 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 NCG Committee, will then decide whether to accept or reject the resignation, or whether other action should be taken.

WeAs discussed above, we believe that each of our directors possesses the experience, skills and qualities to fully perform his or her duties as a director and contribute to SBA’sSBA's success. Our directors were nominated because each is of high ethical character, highly accomplished in his or her field with superior credentials and recognition, has a reputation, both personal and professional, that is consistent with SBA’sSBA's image and reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Our directors as a group complement each other and each of their respective experiences, skills and qualities so that collectively the Board operates in an effective, collegial and responsive manner. Each director’sdirector's principal occupation and other pertinent information about particular experience, qualifications, attributes and skills that led the Board to conclude that such person should serve as a director, appears on the following pages.

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