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 31, 2018
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)) |
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 31, 2018, the Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) in Naples, Florida.
(b) At the Annual Meeting:
| (1) | The stockholders voted to elect each of the nine nominees for director. |
| (2) | The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. |
| (3) | The stockholders ratified the appointment of Crowe Horwath, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018. |
Election of Directors
| For | Withheld | Broker Non-votes |
||||||||||
| By Holders of Class A Common Stock |
||||||||||||
| Mark S. Fowler |
5,707,719 | 459,912 | 695,067 | |||||||||
| Herbert W. McCord |
5,985,754 | 181,877 | 695,067 | |||||||||
| By Holders of All Classes of Common Stock |
||||||||||||
| Brian E. Beasley |
171,993,759 | 801,302 | 695,067 | |||||||||
| Bruce G. Beasley |
171,993,759 | 801,302 | 695,067 | |||||||||
| Caroline Beasley |
172,046,925 | 748,136 | 695,067 | |||||||||
| George G. Beasley |
171,992,556 | 802,505 | 695,067 | |||||||||
| Peter A. Bordes, Jr. |
171,624,903 | 1,170,158 | 695,067 | |||||||||
| Michael J. Fiorile |
172,702,185 | 92,876 | 695,067 | |||||||||
| Allen B. Shaw |
171,975,710 | 819,351 | 695,067 | |||||||||
Advisory Vote to Approve Named Executive Officer Compensation
| For |
Against |
Abstain |
Broker Non-votes | |||
| 171,925,572 |
861,291 | 8,198 | 695,067 |
Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm
| For |
Against |
Abstain |
Broker Non-votes | |||
| 173,453,636 |
13,857 | 22,635 | — |
2
SIGNATURE
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: June 1, 2018 | By: | /s/ Marie Tedesco | ||||||
| Marie Tedesco Chief Financial Officer | ||||||||