BBGI 8-K
Beasley Broadcast Group Inc (BBGI)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As noted below under Item 5.07, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Beasley Broadcast Group, Inc. (the “Company”), held on June 25, 2025, the Company’s stockholders, upon the recommendation of the Board of Directors of the Company, approved the adoption of the Beasley Broadcast Group, Inc. 2025 Equity Incentive Award Plan (the “Plan”), which was previously adopted by the Board of Directors, subject to the approval by stockholders. The Plan, among other things, reserves 300,000 shares of the Company’s Class A Common Stock, par value $0.001 per share (“Common Stock”), for issuance in the form of equity-based awards to employees, consultants and non-employee directors.
A more detailed description of the material terms of the Plan was included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”). The foregoing and the summary of the Plan in the Proxy Statement are not complete summaries of the terms of the Plan and are qualified by reference to the text of the Plan, included as Exhibit 10.1 and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On June 25, 2025, the Company held its Annual Meeting in Naples, Florida.
(b) At the Annual Meeting:
The voting results for each proposal are reported below.
Election of Directors
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For |
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Against |
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Abstain |
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Broker Non-votes |
By Holders of Class A Common Stock |
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Michael J. Fiorile |
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490,189 |
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153,601 |
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2,777 |
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132,189 |
Gordon H. Smith |
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600,592 |
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43,198 |
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2,777 |
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132,189 |
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By Holders of All Classes of Common Stock |
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Brian E. Beasley |
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8,930,791 |
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44,280 |
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2,766 |
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132,189 |
Bruce G. Beasley |
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8,930,789 |
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44,321 |
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2,727 |
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132,189 |
Caroline Beasley |
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8,931,525 |
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43,585 |
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2,727 |
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132,189 |
Peter A. Bordes, Jr. |
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8,932,771 |
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42,289 |
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2,777 |
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132,189 |
Advisory Vote to Approve Named Executive Officer Compensation
For |
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Against |
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Abstain |
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Broker Non-votes |
8,875,095 |
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99,345 |
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3,397 |
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132,189 |
Advisory Vote on Frequency of Future Votes to Approve Named Executive Officer Compensation
1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker Non-votes |
8,943,575 |
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342 |
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32,356 |
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1,564 |
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132,189 |
Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm
For |
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Against |
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Abstain |
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Broker Non-votes |
9,068,713 |
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30,267 |
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11,046 |
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Approval of the Plan
For |
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Against |
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Abstain |
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Broker Non-votes |
8,834,595 |
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141,918 |
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1,324 |
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132,189 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibit Description
10.1 Beasley Broadcast Group, Inc. 2025 Equity Incentive Award Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 29, 2025).
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
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.
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BEASLEY BROADCAST GROUP, INC. |
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Date: |
June 26, 2025 |
By: |
/s/ Lauren Burrows Coleman |
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Lauren Burrows Coleman |