Boston Omaha Corp. Files 8-K with Material Agreements & Officer Changes

TL;DR

BOMN filed an 8-K: new deals, exec changes, and bylaws updated. Watch this space.

AI Summary

Boston Omaha Corp. entered into a material definitive agreement on September 17, 2024, related to a direct financial obligation. The company also announced the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with compensatory arrangements. Additionally, amendments to articles of incorporation or bylaws and changes in the fiscal year were noted, alongside the submission of matters to a vote of security holders.

Why It Matters

This 8-K filing indicates significant corporate actions, including new agreements and changes in leadership, which could impact the company's strategic direction and financial obligations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and changes in corporate governance, which inherently carry some level of risk and uncertainty.

Key Numbers

• 2024-09-17 — Date of Earliest Event Reported (Indicates the effective date of the reported corporate actions.)
• 2024-09-23 — Filing Date (The date the 8-K was officially submitted to the SEC.)

Key Players & Entities

• Boston Omaha Corp. (company) — Filer
• 0001494582 (company) — Central Index Key
• REO PLUS, INC. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 — ich Registered Class A common stock , $0.001 par value per share BOC The New York
• $20 million — in subsidiaries of BOB can borrow up to $20 million in the aggregate in term loans (the "Cr
• $1 million — the term loan in minimum increments of $1 million. Each term loan is due five years follo

Filing Documents

• bomn20240313_8k.htm (8-K) — 50KB
• ex_683113.htm (EX-3.1) — 12KB
• ex_725716.htm (EX-10.1) — 290KB
• ex_725717.htm (EX-10.2) — 9KB
• ex_725718.htm (EX-10.3) — 150KB
• ex_725723.htm (EX-10.4) — 37KB
• 0001437749-24-029837.txt ( ) — 810KB
• boc-20240917.xsd (EX-101.SCH) — 3KB
• boc-20240917_def.xml (EX-101.DEF) — 12KB
• boc-20240917_lab.xml (EX-101.LAB) — 15KB
• boc-20240917_pre.xml (EX-101.PRE) — 12KB
• bomn20240313_8k_htm.xml (XML) — 3KB

01

ITEM 1.01 ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT On September 17, 2024, three operating subsidiaries of Boston Omaha Broadband, LLC ("BOB") entered into a Credit Agreement (the "Credit Agreement") with First National Bank of Omaha (the "Lender") under which certain subsidiaries of BOB can borrow up to $20 million in the aggregate in term loans (the "Credit Facility"). The three operating subsidiaries which are the borrowers under the Credit Agreement are FIF AireBeam LLC, FIF St. George, LLC (d/b/a InfoWest), and FIF Utah LLC (d/b/a Utah Broadband) (collectively, the "Borrowers"). The loan is guaranteed by BOB but is not guaranteed by Boston Omaha Corporation ( " BOC " ) or any other businesses owned by BOC and its other subsidiaries. The loans under the Credit Facility are secured by all assets of each of the Borrowers. Funds available under the Credit Facility are to be used for capital expenditures associated with capital acquisition and leasing of capital equipment for expansion of the Borrowers' businesses. The Credit Agreement provides for incremental drawdowns of the term loan in minimum increments of $1 million. Each term loan is due five years following the Borrowing Date of such term loan. Principal under each term loan is amortized in equal monthly payments over a 10-year period from the date of each term loan. Interest under each term loan accrues at the "Applicable Margin," which is set at (a) 2.75% per annum with respect to any SOFR Loan, and (b) 1.75% per annum with respect to any Base Rate Loan. A term loan is subject to prepayment based upon certain events, such as the sale of assets secured by the term loan, any major casualty event to the secured assets, or the incurrence of any indebtedness by the borrower in excess of certain permitted indebtedness allowed under the Credit Agreement. All term loans must be drawn by September 16, 2025. The amount of any term loan shall not exceed 75% of the amount of the hard costs of the capital expend

03

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT The description contained in Item 1.01 is hereby incorporated by reference herein.

02

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS On September 20, 2024, pursuant to the Amended and Restated Voting and First Refusal Agreement dated May 26, 2017 by and among BOC, Magnolia Capital Fund, LP and other parties thereto, the Class B common stockholder re-elected Adam K. Peterson as the Class B director to sit on BOC's Board of Directors. This action was taken by means of an action by written consent of the sole holder of Class B common stock in lieu of a special meeting.

03

ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR At BOC's 2024 Annual Meeting of Stockholders held on September 20, 2024, BOC's stockholders approved an amendment to BOC's Amended and Restated Certificate of Incorporation, as amended, to eliminate or limit the personal liability of BOC's officers to the extent permitted by recent amendments to the Delaware General Corporation Law (the "Officer Exculpation Charter Amendment"). A description the Officer Exculpation Charter Amendment can be found in " Proposal Five— To approve the Officer Exculpation Charter Amendment " of BOC's 2024 Proxy Statement. The Officer Exculpation Charter Amendment will become effective upon the filing of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Boston Omaha Corporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware on September 23, 2024. The foregoing description of the Officer Exculpation Charter Amendment is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

07

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At BOC's 2024 Annual Meeting of Stockholders, held on Friday, September 20, 2024, the stockholders of BOC voted as set forth below on the following proposals. Each of these proposals is described in detail in BOC's Proxy Statement as filed with the Commission on August 2, 2024 (the "Proxy Statement"). Proposal No. 1 Election of Directors The following nominees were elected as directors, each to serve a term of one year or until their successors are duly elected and qualified, by the vote set forth below: Nominee Votes Cast For Votes Withheld Broker Non-Votes Bradford B. Briner 24,988,019 1,477,000 3,874,122 Tom Burt 26,275,377 189,642 3,874,122 Brendan J. Keating 26,147,798 317,221 3,874,122 Frank H. Kenan II 22,738,907 3,726,112 3,874,122 Jeffrey C. Royal 22,818,368 3,646,651 3,874,122 Vishnu Srinivasan 20,453,617 6,011,402 3,874,122 Proposal No. 2 Ratification of Independent Registered Public Accounting Firm The appointment of KPMG LLP as BOC's independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified by the vote set forth below: Votes Cast For Votes Cast Against Number of Abstentions Broker Non-Votes 30,296,196 28,168 14,777 3,874,102 Proposal No. 3 Advisory Vote regarding Named Executive Officer Compensation The compensation of BOC's named executive officers as disclosed in the Proxy Statement was approved in an advisory vote, as set forth below: Votes Cast For Votes Cast Against Number of Abstentions Broker Non-Votes 26,052,889 273,475 138,655 3,874,102 Proposal No. 4 Advisory Vote regarding Frequency of Future Votes on Named Executive Officer Compensation The frequency of the future votes on compensation of BOC's named executive officers as disclosed in the Proxy Statement was approved in an advisory vote, as set forth below: Votes Cast For One Year Votes Cast For Two Year

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 3.1 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Boston Omaha Corporation, as Amended, with respect to officer exculpation (filed herewith). 10.1 Credit Agreement, dated September 17, 2024, by and among FIF AireBeam LLC, FIF St. George, LLC, FIF Utah LLC, and First National Bank of Omaha. 10.2 Form of Term Loan Note to be issued by FIF AireBeam LLC, FIF St. George, LLC and FIF Utah LLC to First National Bank of Omaha. 10.3 Security Agreement, dated September 17, 2024, by and among FIF AireBeam LLC, FIF St. George, LLC, FIF Utah LLC and Boston Omaha Broadband, LLC in Favor of First National Bank of Omaha. 10.4 Guaranty, dated September 17, 2024, by Boston Omaha Broadband, LLC in Favor of First National Bank of Omaha. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: September 23, 2024 2

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View this 8-K filing on SEC EDGAR