8-K
BOSTON OMAHA Corp (BOC)
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
Date of Report (Date of earliest event reported): July 13, 2021 (July 13, 2021)
| BOSTON OMAHA CORPORATION | ||
|---|---|---|
| (Exact name of registrant as specified in its Charter) | ||
| Delaware | 001-38113 | 27-0788438 |
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| 1601 Dodge Street, Suite 3300<br><br> <br>Omaha, Nebraska 68102<br><br> <br>(Address and telephone number of principal executive offices, including zip code) | ||
| (857) 256-0079<br><br> <br>(Registrant's telephone number, including area code) | ||
| Not Applicable<br><br> <br>(Former name or address, if changed since last report) |
Securities registered under Section 12(b) of the Exchange Act:
| Title of Class | Trading Symbol | Name of Exchange on Which Registered |
|---|---|---|
| Class A common stock,<br><br> <br>$0.001 par value per share | BOMN | The Nasdaq Stock Market LLC<br><br> <br>(NASDAQ Capital Market) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
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| ITEM 5.08 | SHAREHOLDER DIRECTOR NOMINATIONS |
|---|
On July 13, 2021, Boston Omaha Corporation (the “Company”) issued a Press Release announcing that the date of its 2021 annual meeting of stockholders will be November 13, 2021. The full text of the announcement is attached to this Current Report on Form 8-K as Exhibit 99.1.
Because the 2021 annual meeting of stockholders will be held more than 30 days from the anniversary date of the Company's 2020 annual meeting of stockholders, the deadlines set forth in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission (the "SEC") on April 14, 2020 for stockholder proposals and director nominations for consideration at the 2021 annual meeting of stockholders no longer apply.
The new deadline is the close of business on July 24, 2021 (which the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials prior to the 2021 annual meeting of stockholders) for proposals and director nominations of stockholders intended to be included in the Company's proxy statement and form of proxy for the 2021 annual meeting of stockholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or the proxy access provisions of the Company's Amended and Restated Bylaws, and proposals and director nominations of stockholders intended to be considered at the 2021 annual meeting of stockholders other than by means of inclusion in the Company's proxy statement and form of proxy card. Stockholders submitting proposals or nominations using the foregoing procedures should deliver or mail the proposal or nomination, and all supporting information required by Rule 14a-8 or the Company's Amended and Restated Bylaws, as applicable, to Boston Omaha Corporation, 1601 Dodge Street, Suite 3300, Omaha, Nebraska 68102, Attention: Secretary. In addition to complying with this deadline, stockholder proposals and nominations must comply with all applicable SEC rules, including Rule 14a-8, and the requirements set forth in the Company's Amended and Restated Bylaws and applicable law.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
|---|---|
| (d) | Exhibits. The Exhibit Index set forth below is incorporated herein by reference. |
| --- | --- |
EXHIBIT INDEX
| Exhibit ****<br><br> <br>Number | Exhibit Title |
|---|---|
| 99.1 | Boston Omaha Corporation Announces Date for 2021 Annual Meeting |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| BOSTON OMAHA CORPORATION<br><br> <br>(Registrant) | |
|---|---|
| By: | /s/ Joshua P. Weisenburger |
| Joshua P. Weisenburger, | |
| Chief Financial Officer |
Date: July 13, 2021
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ex_263483.htm
Exhibit 99.1
BOSTON OMAHA CORPORATION ANNOUNCES DATE FOR 2021 ANNUAL MEETING
Omaha, Nebraska (Business Wire) July 13, 2021
Boston Omaha Corporation (NASDAQ: BOMN) (“Boston Omaha” or the “Company”) announced its plans to hold its Annual Meeting of Stockholders on Saturday, November 13, 2021. The Annual Meeting will be held at 9:00 A.M. Central Time. Current plans are for the meeting to be in person in Omaha, Nebraska at the Harper Event Center at the Henry Doorly Zoo. The Company anticipates sending proxy materials for the annual meeting to stockholders in September 2021.
Boston Omaha 2021 Annual Meeting of Stockholders
Harper Event Center, Omaha’s Henry Doorly Zoo
3701 S. 10 ^th^ Street, Omaha, NE 68107
November 13, 2021
November 13, 2021 ****
8:00a-9:00a Shareholder Check-In
Continental Breakfast Served
Transportation from Kimpton Cottonwood Hotel by VIP Limo
9:00a-11:00a Boston Omaha 2021 Annual Meeting
11:00a-12:00p Meet and Greet with Adam and Alex
Light Snacks and Beverages Served
12:00p-1:00p Tour of Omaha Henry Doorly Zoo
1:00p-2:30p Shareholder Tour of Omaha and Link Billboards
Transportation for tour and back to Cottonwood Hotel provided by VIP Limo
If you plan to attend this year’s meeting, please RSVP here at our event page: Boston Omaha's Sixth Annual Shareholder Meeting.
Lodging provided by Kimpton Cottonwood Hotel, 302 S. 36th St, Omaha, NE 68102. You can book your room at: Boston Omaha 2021 Annual Meeting or at (402) 810-9500 and ask for Reservations, then request the room rate for Boston Omaha. Regular rooms will be priced at $169.00 per night for shareholders.
Ubers and Lyfts are available in Omaha. VIP Limo will be providing transportation for the Shareholder Activities.
Submission of Stockholder Proposals
Because the 2021 annual meeting of stockholders will be held more than 30 days from the anniversary date of the Company's 2020 annual meeting of stockholders, the deadlines set forth in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission (the "SEC") on April 14, 2020 for stockholder proposals and director nominations for consideration at the 2021 annual meeting no longer apply.
The new deadline is the close of business on July 24, 2021 (which the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials prior to the 2021 annual meeting of stockholders) for proposals and director nominations of stockholders intended to be included in the Company's proxy statement and form of proxy for the 2021 annual meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or the proxy access provisions of the Company's Amended and Restated Bylaws, and proposals and director nominations of stockholders intended to be considered at the 2021 annual meeting other than by means of inclusion in the Company's proxy statement and form of proxy card. Stockholders submitting proposals or nominations using the foregoing procedures should deliver or mail the proposal or nomination, and all supporting information required by Rule 14a-8 or the Company's Amended and Restated Bylaws, as applicable, to Boston Omaha Corporation, 1601 Dodge Street, Suite 3300, Omaha, Nebraska 68102, Attention: Secretary. In addition to complying with this deadline, stockholder proposals and nominations must comply with all applicable SEC rules, including Rule 14a-8, and the requirements set forth in the Company's Amended and Restated Bylaws and applicable law.
About Boston Omaha Corporation
Boston Omaha Corporation is a public holding company with three majority owned businesses engaged in outdoor advertising, surety insurance and broadband telecommunications services. The Company also maintains minority investments including investments in a bank, a national residential homebuilder, commercial real estate services businesses and Yellowstone Acquisition Company.
Forward-Looking Statements
Statement under the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements, which are based on management's current views and assumptions regarding future events, future business conditions and the outlook for the company based on currently available information. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. These factors include, among other things, the risk factors and other cautionary statements included within Boston Omaha’s 2020 Form 10-K, as amended, as filed with the SEC as well as other SEC filings and public communications. Boston Omaha cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Forward-looking statements are qualified in their entirety by the above cautionary statement. Boston Omaha undertakes no obligation, and specifically disclaims any duty, to update or revise any forward-looking statements to reflect events or circumstances arising after the date on which they were made, except as otherwise required by law.
Contacts:
Boston Omaha Corporation
Catherine Vaughan, 617-875-8911
cathy@bostonomaha.com