8-K - NUVR - Equibles

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

May 22, 2025

Date of report (Date of earliest event reported)

NUVERA COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Minnesota	0-3024	41-0440990
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)

27 North Minnesota Street

New Ulm, Minnesota 56073

(Address of principal executive offices, including zip code)

(507) 354-4111

(Registrant's telephone number, including area code)

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):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act: None

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 (§230.12b-2 of this chapter). Emerging growth company Yes ☐

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

Retirement of Chief Operating Officer

On May 22, 2025, Nuvera Communications, Inc. (the “Company”) issued a press release announcing that its Vice President, Chief Operating Officer and Secretary Barbara A.J. Bornhoft is retiring from the Company at the time of the Company’s 2025 Annual Meeting of Shareholders on May 22, 2025.

A copy of the Company’s press release announcing Barbara Bornhoft retirement is attached as Exhibit 99.1.

Item 5.07 – Submission of Matters to a Vote of Security Holders

Nuvera’s Annual Meeting of Shareholders was held on May 22, 2025, virtually via live webcast at www.virtualshareholdermeeting.com/NUVR2025. Proxies representing 3,326,507 shares, or 64.24% of the 5,178,176 outstanding shares entitled to vote were present at the Annual Meeting, which constituted a quorum. The shareholder voting results for the election of three directors, and the three other matters submitted to shareholders are as follows:

Proposal 1. Three directors were elected to serve until the 2028 Annual Meeting and until the election and qualification of their respective successors, as follows:

Nominees
Nathan Knuth	2,449,685	42,326	834,496
Brian Olsem	2,393,376	98,635	834,496
Bill D. Otis	2,104,490	387,521	834,496

Proposal 2. Shareholders ratified the appointment of Olsen, Thielen & Company, Ltd. as the Company’s independent registered public accounting firm for the 2025 fiscal year, as follows:

Votes For	Votes Against		Abstentions
3,284,098		31,081		11,328

Proposal 3. Shareholders approved the Company’s executive compensation, as follows:

Votes For	Votes Against		Abstentions		Broker Non-Votes
2,129,498		166,184		196,329		834,496

Proposal 4. Shareholders voted on the frequency of future shareholder advisory votes on executive compensation, as follows:

1 Year	2 Years		3 Years		Abstentions
1,144,796		27,275		1,239,817		80,123

Consistent with the recommendation of the Board of Directors and the vote of the shareholders, the Corporation will continue to include an advisory vote on executive compensation in its proxy materials every three years. This policy will remain in effect until the next required vote on the frequency of such advisory votes.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Nuvera Communication, Inc press release dated May 22, 2025, announcing the retirement of Chief Operating Officer Barbara A.J. Bornhoft
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.

	Nuvera Communications, Inc.
Date: May 23, 2025	By: /s/ Curtis Kawlewski<br><br> <br>Curtis Kawlewski<br><br> <br>Chief Financial Officer

ex_823121.htm

Exhibit 99.1

Nuvera Chief Operating Officer Barb Bornhoft Retires After 35 Years of Dedicated Service

New Ulm, Minnesota (May 22, 2025) – Nuvera Communications, Inc., a diversified communications company, announced today that Barb Bornhoft, vice president and chief operating officer will be retiring effective May 22, 2025.

“Barb’s organizational leadership throughout years of company evolution, and her deep commitment to developing our team, have been hallmarks of her career at Nuvera,” said Glenn Zerbe, Nuvera’s president and chief executive officer. “We celebrate Barb’s contributions and congratulate her on a well-earned retirement.”

Bornhoft was appointed vice president and chief operating officer in 1998 and had responsibility for various operational functions at Nuvera. Before her current role, Barb served in administrative and human resources roles. With Barb’s leadership, Nuvera launched the Gig Cities initiative three years ago, building a new fiber network and expanding the company’s service areas into several new communities.

“It’s been an honor to serve this great company and work with dedicated, talented people who care deeply about each other, our customers, and the communities we serve,” said Bornhoft. “I’m proud to retire as the company is in a new chapter of opportunity and growth with dedicated leaders stepping forward ready to guide the future of the company.”

As part of the leadership transition, Nuvera has promoted several leaders to support the company’s fiber-forward strategy. Mary Korthour is now vice president of customer experience, leading the team responsible for sales, marketing, products, and customer care. Kathy Lund has been promoted to vice president of technical services, leading network construction, service delivery, innovation, and internal technical support. Polly Glaser is now senior director of human resources and administration, leading human resources, corporate administration, and compliance.

“As a New Ulm native, I am especially grateful for the values Barb’s leadership embodied —hard work, clear ethics, and genuine respect for the contributions of others," said Jim Seifert, chair of the Nuvera Board of Directors. "We thank Barb for her service and wish her well in retirement.”

To read more about Nuvera’s executive leadership team, go to Nuvera.net.

Media Contact

Jan Speer, Sr. Director of Marketing

952.226.9778

janspeer@nuvera.net

About Nuvera

Nuvera Communications is a leading Minnesota broadband provider headquartered in New Ulm, Minnesota. Nuvera’s state-the-art fiber network provides reliable and affordable residential internet service through both fiber-to-the neighborhood and newly expanding Gig-speed fiber-to-the-home services. Nuvera also provides business services including fiber internet, voice, hosting and managed services. Nuvera serves residents and businesses in New Ulm, Glencoe, Goodhue, Hutchinson, Litchfield, Prior Lake, Redwood Falls, Elko New Market, Savage, Sleepy Eye, Springfield and surrounding communities. Nuvera also serves customers in Aurelia, Iowa. Nuvera is a Fiber Minnesota partner which cooperatively enables connectivity for multi-location business customer locations, wireless towers and network connectively to major internet connection transport points. Nuvera Communications, Inc., is a publicly held corporation. For more information about Nuvera or to purchase stock, visit http://www.nuvera.net/investors

Forward Looking Statements

From time to time, in reports filed with, or furnished to the United States Securities and Exchange Commission, in press releases, and in other communications to shareholders or the investing public, we may make forward-looking statements concerning possible or anticipated future financial performance, business activities or plans. These statements generally are identified by the words “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “may,” “will,” “would,” “seeks,” “targets,” “continues,” “should,” “will be,” “will continue,” or similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements of Nuvera and its subsidiaries to be different from those expressed or implied in the forward-looking statements.

For these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the federal securities laws. Shareholders and the investing public should understand that these forward-looking statements are subject to risks and uncertainties that could affect our actual results and cause actual results to differ materially from those indicated in the forward-looking statements.

These risks and uncertainties may include, but are not limited to:

•	our decision to actively build and deploy the largest infrastructure project in our company history through the Nuvera Gig Cities™ project construction that we first announced in December 2021;
•	our ability to attract and retain customers in our service areas, including the areas serviced by our fiber initiative;
---	---
•	our ability to finance the deployment of our ongoing infrastructure project and meet our liquidity and capital needs;
---	---
•	our ability to declare cash dividends in the near-future in light of our commitment to actively build and deploy our largest infrastructure project and support
---	---
•	our current debt structure may change due to increases in interest rates or our ability to comply with lender loan covenants or any decision we may make to seek additional debt capital;
---	---
•	elimination of, or changes in the structure or level of, federal or state governmental network support we receive;
---	---
•	unfavorable general economic conditions that could negatively affect our operating results;
---	---
•	possible customer payment defaults:
---	---
•	possible future substantial regulatory change and increased competition;
---	---
•	our possible pursuit of acquisitions could be expensive or unsuccessful;
---	---
•	we may not accurately predict technological trends or the success of new products
---	---
•	a failure in our operational systems or infrastructure could affect our operations;
---	---
•	data security breaches to us or our customers; and
---	---
•	possible replacement or turnover of management or key personnel.
---	---