Beasley Broadcast Group Schedules Annual Meeting of Stockholders for May 29, 2024

TL;DR

<b>Beasley Broadcast Group will hold its Annual Stockholder Meeting on May 29, 2024, to elect directors, vote on executive compensation, and ratify auditor appointments.</b>

AI Summary

BEASLEY BROADCAST GROUP INC (BBGI) filed a Proxy Statement (DEF 14A) with the SEC on April 16, 2024. The Annual Meeting of Stockholders for Beasley Broadcast Group, Inc. will be held on May 29, 2024, at 12:00 p.m. Eastern Time. The meeting will take place at the company's corporate offices located at 3033 Riviera Drive, Suite 200, Naples, Florida 34103. Key agenda items include the election of eight nominees for director positions. Stockholders will also cast an advisory vote to approve named executive officer compensation. The appointment of Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2024, will be ratified.

Why It Matters

For investors and stakeholders tracking BEASLEY BROADCAST GROUP INC, this filing contains several important signals. This filing is a proxy statement, indicating key corporate governance decisions are being presented to shareholders for a vote. The agenda items reflect standard corporate practices for annual meetings, including director elections and auditor ratification, alongside an advisory vote on executive pay.

Risk Assessment

Risk Level: low — BEASLEY BROADCAST GROUP INC shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain significant new financial or operational information that would indicate high risk.

Analyst Insight

Stockholders should review the proxy materials to make informed voting decisions on director nominees, executive compensation, and auditor ratification.

Key Numbers

• 8 — Nominees for Directors (Number of director nominees to be elected at the meeting.)
• May 29, 2024 — Annual Meeting Date (Date scheduled for the Annual Meeting of Stockholders.)
• 12:00 p.m. Eastern Time — Meeting Time (Time the Annual Meeting will commence.)
• December 31, 2024 — Fiscal Year End (End date of the fiscal year for which the auditor is appointed.)

Key Players & Entities

• Beasley Broadcast Group, Inc. (company) — Registrant name and company holding the annual meeting.
• Crowe LLP (company) — Proposed independent registered public accounting firm.
• May 29, 2024 (date) — Date of the Annual Meeting of Stockholders.
• 2024 (date) — Fiscal year for which Crowe LLP is proposed as auditor.
• 3033 Riviera Drive, Suite 200, Naples, Florida 34103 (location) — Corporate office address where the meeting will be held.

FAQ

Industry Context

Beasley Broadcast Group operates in the radio broadcasting industry, a sector subject to regulatory oversight and evolving media consumption trends.

Regulatory Implications

As a publicly traded company, Beasley Broadcast Group is subject to SEC regulations governing proxy solicitations and shareholder meetings, including the disclosure requirements of Schedule 14A.

What Investors Should Do

1. Review the list of director nominees and their qualifications.
2. Evaluate the advisory vote on named executive officer compensation.
3. Confirm the ratification of Crowe LLP as the independent auditor.

Key Dates

• 2024-05-29: Annual Meeting of Stockholders — Key date for shareholder voting on corporate matters.

Year-Over-Year Comparison

This is a DEF 14A filing for the 2024 Annual Meeting of Stockholders, providing details on upcoming votes and appointments.

Filing Documents

• d932979ddef14a.htm (DEF 14A) — 280KB
• g932979g01p01.jpg (GRAPHIC) — 235KB
• g932979g01p02.jpg (GRAPHIC) — 133KB
• g932979g17g01.jpg (GRAPHIC) — 88KB
• g932979g17g02.jpg (GRAPHIC) — 109KB
• g932979g47x00.jpg (GRAPHIC) — 31KB
• g932979g70d15.jpg (GRAPHIC) — 19KB
• 0001193125-24-097040.txt (&nbsp;) — 2233KB
• bbgi-20231231.xsd (EX-101.SCH) — 4KB
• bbgi-20231231_def.xml (EX-101.DEF) — 3KB
• bbgi-20231231_lab.xml (EX-101.LAB) — 4KB
• bbgi-20231231_pre.xml (EX-101.PRE) — 2KB
• d932979ddef14a_htm.xml (XML) — 60KB

From the Filing

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 BEASLEY BROADCAST GROUP, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. 3033 Riviera Drive Suite 200 Naples, Florida 34103 (239) 263-5000 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 29, 2024 The Annual Meeting of Stockholders of Beasley Broadcast Group, Inc., a Delaware corporation (the "Company"), will be held on Wednesday, May 29, 2024, at 12:00 p.m. Eastern Time, at the corporate offices of Beasley Broadcast Group, Inc., 3033 Riviera Drive, Suite 200, Naples, Florida 34103, for the following purposes: 1. The election of eight nominees for directors to hold office until the next Annual Meeting of Stockholders or until their respective successors have been elected and qualified; 2. An advisory vote to approve named executive officer compensation; 3. The ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024; and 4. To transact such other business as may properly come before the Annual Meeting of Stockholders and any adjournment or postponement thereof. The foregoing matters are described in more detail in the attached Proxy Statement. The Company's Board of Directors has fixed April 1, 2024 as the record date for determining stockholders entitled to vote at the Annual Meeting of Stockholders. The Company's Proxy Statement is attached hereto. Financial and other information about the Company is contained in the Annual Report to Stockholders for the year ended December 31, 2023. You are cordially invited to attend the meeting in person. Your participation in these matters is important, regardless of the number of shares you own. The notice accompanying this Proxy Statement contains instructions on how to submit your proxy by telephone or via the Internet. Whether or not you expect to attend in person, we urge you to vote as promptly as possible. You will be most welcome at the meeting and may then vote in person if you so desire, even though you may have executed and returned the proxy. Any stockholder who executes such a proxy may revoke it at any time before it is exercised. By Order of the Board of Directors, Chris Ornelas General Counsel and Secretary Naples, Florida April 16, 2024 3033 Riviera Drive Suite 200 Naples, Florida 34103 (239) 263-5000 PROXY STATEMENT The Board of Directors (the "Board") of Beasley Broadcast Group, Inc., a Delaware corporation (the "Company"), is soliciting your proxy with this Proxy Statement. Your proxy will be voted at the Annual Meeting of Stockholders (the "Annual Meeting") to be held on Wednesday, May 29, 2024, at 12:00 p.m. Eastern Time, at the corporate offices of Beasley Broadcast Group, Inc., 3033 Riviera Drive, Suite 200, Naples, Florida 34103, and any adjournment or postponement thereof. This Proxy Statement and the Company's Annual Report to Stockholders are first being made available to stockholders on or about April 16, 2024. VOTING SECURITIES Voting Rights and Outstanding Shares Only stockholders of record on the books of the Company as of 5:00 p.m. Eastern time, April 1, 2024, which is the "Record Date," will be entitled to vote at the Annual Meeting. At the close of business on April 1, 2024, the Company had 13,666,308 shares of Class A Common Stock outstanding (the "Class A Shares") and 16,662,743 shares of Class B Common Stock outstanding (the "Class B Shares," and together with the Class A Shares, the "Common Stock"). Under the Company's Amended and Restated Certificate of Incorporation and Fourth Amended and Restated Bylaws (the "Bylaws"), in the election of directors, the holders of the Class A Shares are entitled by class vote, exclusive of all other stockholders, to elect two of the Company's directors, with each Class A Share being entitled to one vote. With respect to the election of the other six directors and all other matters submitted to the stockholders for vote, the holders of Class A Shares and Class B Shares shall vote as a single class, with each Class A Share being entitled to one vote and each Class B Share entitled to ten votes. Votes cast by proxy or in person