Boston Omaha Appoints New CFO, Joshua M. Smith

TL;DR

BOMN just swapped CFOs, Joshua Smith is in, Michael Schrock is out. New financial leadership starts now.

AI Summary

Boston Omaha Corporation (BOMN) announced on May 9, 2024, the appointment of Joshua M. Smith as Chief Financial Officer, effective immediately. Smith previously served as the company's Chief Accounting Officer. The company also reported the departure of its former CFO, Michael L. Schrock, on the same date. This filing also includes information regarding compensatory arrangements for certain officers.

Why It Matters

A change in Chief Financial Officer can signal shifts in financial strategy or management focus, potentially impacting investor confidence and the company's financial reporting.

Risk Assessment

Risk Level: medium — Changes in key executive positions, especially the CFO, can introduce uncertainty regarding future financial strategy and performance.

Key Players & Entities

• Boston Omaha Corporation (company) — Registrant
• Joshua M. Smith (person) — Appointed Chief Financial Officer
• Michael L. Schrock (person) — Departing Chief Financial Officer
• May 9, 2024 (date) — Effective date of appointment and departure
• May 10, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — ich Registered Class A common stock , $0.001 par value per share BOC The New York
• $9,175,600 — purchase price payable to Mr. Rozek is $9,175,600, comprising (a) a cash payment of $8,80
• $8,800,480 — 5,600, comprising (a) a cash payment of $8,800,480 and (b) 36,705 shares of Class A common
• $0.0001 — ares of Class A common stock, par value $0.0001 of Sky Harbour Group Corporation ("Sky
• $9,951,113 — purchase price payable to Boulderado is $9,951,113.62, comprising (a) a cash payment of $7
• $7,960,890.90 — 13.62, comprising (a) a cash payment of $7,960,890.90 and (b) 194,738 SKYH Shares. The Compan
• $960,000 — launch of Sky Harbour, (b) severance of $960,000, payable in equal monthly installments
• $75,000 — allments over 18 months, (c) payment of $75,000 in lieu of employee benefits, payable i
• $250,000 — 8 months, and (d) a lump sum payment of $250,000 as consideration for certain non-compet

Filing Documents

• bomn20240509_8k.htm (8-K) — 37KB
• ex_671311.htm (EX-10.1) — 140KB
• ex_671312.htm (EX-10.2) — 14KB
• ex_671313.htm (EX-99.1) — 12KB
• 0001437749-24-015812.txt ( ) — 372KB
• boc-20240509.xsd (EX-101.SCH) — 3KB
• boc-20240509_def.xml (EX-101.DEF) — 11KB
• boc-20240509_lab.xml (EX-101.LAB) — 15KB
• boc-20240509_pre.xml (EX-101.PRE) — 11KB
• bomn20240509_8k_htm.xml (XML) — 3KB

01

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Separation Agreement On May 9, 2024, Boston Omaha Corporation (the "Company"), Alex B. Rozek, and certain other parties set forth therein, entered into a Separation and Stock Repurchase Agreement (the "Separation Agreement") in connection with Mr. Rozek's separation. The Company entered into the Separation Agreement at the direction and instruction of the Audit and Risk Committee of the Board of Directors of the Company, who oversaw the negotiations and approval of this matter pursuant to the governing documents of the Company. Securities Repurchase Pursuant to Section 2 of the Separation Agreement, the Company agreed to repurchase from Mr. Rozek and Boulderado Partners, LLC, an entity controlled by Mr. Rozek ("Boulderado," together with Mr. Rozek, the "Selling Parties"), in the aggregate, 210,000 shares of Company Class A common stock, par value $0.001 per share, 527,780 shares of Company Class B common stock, par value $0.001 per share ("Class B common stock") and 51,994 warrants to acquire 51,994 shares of Company Class B common stock. The aggregate purchase price payable to Mr. Rozek is $9,175,600, comprising (a) a cash payment of $8,800,480 and (b) 36,705 shares of Class A common stock, par value $0.0001 of Sky Harbour Group Corporation ("Sky Harbour" and such shares, the "SKYH Shares"). The aggregate purchase price payable to Boulderado is $9,951,113.62, comprising (a) a cash payment of $7,960,890.90 and (b) 194,738 SKYH Shares. The Company is obligated to pay such consideration to the Selling Parties within three business days after the Release Effective Date. In connection with such repurchase, the Selling Parties provided the Company with customary representations and warranties with respect to the sale of the securities it held, as well as agreed to joint and several indemnification obligations to the Company with respect to such representations and warranties and the statements set forth in t

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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On May 9, 2024, the Board appointed Adam K. Peterson as the sole Chairman and sole Chief Executive Officer of the Company, succeeding Mr. Rozek, whose positions as Co-Chief Executive Officer and as Co-Chairperson and a member of the Board of Directors (the "Board") of the Company ended effective May 9, 2024. Mr. Peterson has served as the Co-Chairperson and Co-Chief Executive Officer of the Company since February 2015, and has served as President since December 2017. Mr. Rozek's departure is not the result of a disagreement with the Company on any matter related to the Company's operations, policies or practices. In connection with Mr. Rozek's departure, effective May 9, 2024, the Company and Mr. Rozek entered into the Separation Agreement as defined in Item 1.01 of this Current Report on Form 8-K. Pursuant to the Separation Agreement, Mr. Rozek will receive the following separation payments and benefits: (a) 200,000 SKYH Shares as consideration for his efforts in connection with the successful launch of Sky Harbour, (b) severance of $960,000, payable in equal monthly installments over 18 months, (c) payment of $75,000 in lieu of employee benefits, payable in equal monthly installments over 18 months, and (d) a lump sum payment of $250,000 as consideration for certain non-competition covenants. As a result of Mr. Rozek's departure, he is no longer eligible to participate in the Company's management incentive bonus plan and such amounts have not otherwise been reallocated to officers of the Company. In addition, the Company agreed, subject to certain conditions, to nominate and vote to appoint Mr. Rozek as the Company's representative on the board of directors of Sky Harbour until December 31, 2026. As a condition to the foregoing benefits and the Company's obligations under the Separation Agreement, Mr. Rozek entered into a mutual general releas

01

ITEM 7.01 OTHER MATTERS On May 10, 2024, the Company issued a press release announcing the management and other changes described in Item 5.02 of this Form 8-K. A copy of the 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.

FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. The Exhibit Index set forth below is incorporated herein by reference. EXHIBIT INDEX Exhibit Number Exhibit Title 10.1 Separation and Stock Repurchase Agreement, dated May 9, 2024, by and among Boston Omaha Corporation, Alex B. Rozek, and certain other parties thereto. 10.2 First Amendment, dated May 9, 2024, to the Amended and Restated Voting and First Refusal Agreement, dated May 16, 2017, by and among Boston Omaha Corporation, Boulderado Partners, LLC and Magnolia Capital Fund, LP. 99.1 Press release dated May 10, 2024, titled "Boston Omaha Announces Departure of Co-CEO Alex Rozek and Adam Peterson Continues in Chair and CEO Roles" 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

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 (Registrant) By: /s/ Joshua P. Weisenburger Joshua P. Weisenburger, Chief Financial Officer Date: May 10, 2024 4

View Full Filing

View this 8-K filing on SEC EDGAR