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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): May 29, 2024

 

 

BEASLEY BROADCAST GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-29253

65-0960915

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

3033 Riviera Drive, Suite 200

 

Naples, Florida

 

34103

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 239 263-5000

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

☐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:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A Common Stock, par value $0.001 per share

 

BBGI

 

The Nasdaq Stock Market

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 5.07 Submission of Matters to a Vote of Security Holders.

(a) On May 29, 2024, Beasley Broadcast Group, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) in Naples, Florida.

(b) At the Annual Meeting:

(1)
The stockholders voted to elect each of the eight nominees for director to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified;
(2)
The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers; and
(3)
The stockholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

The voting results for each proposal are reported below.

Election of Directors

For

 

Against

Abstain

Broker

Non-votes

 

By Holders of Class A Common Stock

 

Michael J. Fiorile

5,903,257

477,523

7,379

2,801,265

Gordon H. Smith

5,912,179

468,601

7,379

2,801,265

By Holders of All Classes of Common Stock

Brian E. Beasley

172,239,983

772,722

2,885

2,801,264

Bruce G. Beasley

172,248,370

764,335

2,885

2,801,264

Caroline Beasley

172,530,928

481,806

2,855

2,801,265

Peter A. Bordes, Jr.

172,703,176

305,034

7,379

2,801,265

Leslie V. Godridge

172,799,664

208,547

7,379

2,801,264

Charles M. Warfield, Jr.

172,159,042

849,168

7,379

2,801,265

Advisory Vote to Approve Named Executive Officer Compensation

 

For

 

Against

 

Abstain

Broker

Non-votes

172,818,890

157,813

38,887

2,801,264

Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

 

For

 

Against

 

Abstain

Broker

Non-votes

175,648,004

153,579

15,271

-

 


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.

 

 

 

BEASLEY BROADCAST GROUP, INC.

 

 

 

 

Date:

May 30, 2024

By:

/s/ Marie Tedesco

 

 

 

Marie Tedesco
Chief Financial Officer