Boston Omaha Corporation filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  January 17, 2025 (January 17, 2025)

 

 

Securities registered under Section 12(b) of the Exchange Act:

 

 

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):

 

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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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company  ☐

 

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(d) On January 17, 2025, Boston Omaha Corporation (the "Company") announced that the Company's Board of Directors (the "Board") has appointed David S. Graff  to the Board, effective January 17, 2025, to fill a vacancy on the Board. Mr. Graff will serve as a director with a term expiring at the Company's Annual Meeting of Stockholders in 2025. In connection with Mr. Graff's appointment, the Board has appointed Mr. Graff to the Audit and Risk Committee (where he will serve as Chair) and to the Compensation Committee. 

 

Mr.  Graff was nominated by the Company's Nominating and Corporate Governance Committee (the “Committee”) after a thorough review of all of the candidates' backgrounds, relevant experience and professional and personal reputations. The Committee conducted a formal search for nominees and considered recommendations from Board members and management of the Company.  There are no arrangements or understanding between Mr. Graff and any other persons pursuant to which Mr. Graff was selected as a Company director.  

 

Mr. Graff will participate in the Company's non-employee director compensation program under which Mr. Graff will receive 1,000 shares of the Company's Class A common stock vesting in two equal tranches of 500 shares on each of the date of issuance and April 1, 2025. A complete description of the Company's non-employee director compensation program is set forth in the Company's proxy statement for the 2024 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on August 2, 2024 ("Information About Nominees and Continuing Directors -  Election of Directors - Director Compensation" and "Compensation and Other Expense Reduction Plan") and is incorporated herein by this reference. 

 

There are no transactions between the Company and Mr. Graff required to be disclosed under Item 404(a) of Regulation S-K.

 

 

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On  January 17, 2025, the Company issued a press release announcing the appointment of Mr. Graff as a member of the Board. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

 

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

 

 

 

 

 

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.

 

Date: January 17, 2025