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0001494582
0001494582
2025-01-17
2025-01-17
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): January 17, 2025 (January 17, 2025)
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BOSTON OMAHA CORPORATION
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(Exact name of registrant as specified in its Charter)
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Delaware
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001-38113
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27-0788438
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(State or other jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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1601 Dodge Street, Suite 3300
Omaha, Nebraska 68102
(Address and telephone number of principal executive offices, including zip code)
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(857) 256-0079
(Registrant's telephone number, including area code)
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Not Applicable
(Former name or address, if changed since last report)
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Securities registered under Section 12(b) of the Exchange Act:
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Title of Class
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Trading Symbol
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Name of Exchange on Which Registered
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Class A common stock,
$0.001 par value per share
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BOC
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The New York Stock Exchange
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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):
☐ 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
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ITEM 5.02
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DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
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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.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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(d)
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Exhibits. The Exhibit Index set forth below is incorporated herein by reference.
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EXHIBIT INDEX
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.
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BOSTON OMAHA CORPORATION
(Registrant)
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By:
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/s/ Joshua P. Weisenburger
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Joshua P. Weisenburger, Chief Financial Officer
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Date: January 17, 2025
Exhibit 99.1
BOSTON OMAHA CORPORATION ANNOUNCES APPOINTMENT
OF DAVID S. GRAFF TO BOARD OF DIRECTORS
January 17, 2025
OMAHA, Neb. (BUSINESS WIRE) Boston Omaha Corporation (NYSE: BOC) (“Boston Omaha” or the “Company”) today announced the appointment of David S. Graff to the Boston Omaha Corporation Board of Directors, effective immediately. Mr. Graff will serve as Chair of the Audit Committee and a member of the Compensation Committee.
"We are thrilled to welcome David Graff as a member of the Board of Directors of Boston Omaha," said Adam K. Peterson, chairman and chief executive officer of Boston Omaha. "David’s has tremendous experience from his founding and growing Hudl over the past 19 years.” Hudl provides online video analysis and coaching tools software for professional, college, high school, club, and youth teams and athletes, and Hudl software is used by more than 300,000 teams, serving more than 40 different sports and 180 countries, including the National Hockey League, National Football League, National Basketball Association, and English Premier League. Hudl has more than 3,500 employees in 18 countries. Mr. Graff has also served as a member of the board directors of Nelnet, Inc. (NYSE:NNI) since 2014, where he serves on both the Audit Committee and the Risk and Finance Committee. "Mr. Graff's experience at Nelnet and on the board of several private companies, and his business experience in growing his own company, including through acquisitions, will be invaluable to Boston Omaha as we grow our businesses."
“I have admired the work of Adam Peterson and the Boston Omaha team and the impressive company they have built,” said Mr. Graff. “I believe strongly in Boston Omaha and the company’s focus on seeking long-term value creation. I am excited about the future of the businesses and the opportunities ahead. I am both honored and thrilled to join the Boston Omaha Board of Directors.”
Mr. Graff is also a member of the board of directors of both Assurity, a mutual insurance company and Teammates, a non-profit organization which serves students in grades 3-12 to reach their full potential through mentoring both while in school and after graduation. Previously, Mr. Graff served as a member of the Board of Directors from 2021 through 2023 of Sportsmap Tech Acquisition Corp., a publicly traded special purpose acquisition company, which completed a business combination with MultiSensor AI Holdings, Inc (f/k/a Infrared Cameras Holdings Inc.) (NASDAQ:MSAI) in December 2023.
Mr. Graff received a bachelor of science degree in accounting and computer science from the University of Nebraska-Lincoln and also received his MBA from the University of Nebraska-Lincoln.
About Boston Omaha Corporation
Boston Omaha Corporation is a public holding company with four majority owned businesses engaged in outdoor advertising, broadband telecommunications services, surety insurance and asset management.
To receive Boston Omaha news, visit investor.bostonomaha.com/news.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” for purposes of this press release on Form 8-K, including, our expectations regarding future growth and general business and market conditions, all of which may affect the Company’s long-term performance; and any statements or assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “believes,” “plans,” “anticipates,” “estimates,” or the negative thereof or other comparable terminology. Although the Company believes that the expectations reflected in the forward-looking statements contained herein are reasonable, such expectations or any of the forward-looking statements may prove to be incorrect and actual results could differ materially from those projected or assumed in the forward-looking statements. Important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and its other filings with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While the Company may elect to update such forward-looking statements at some point in the future, it disclaims any obligation to do so, except as required by law, even if subsequent events cause its views to change.
Boston Omaha Corporation
Josh Weisenburger, 402-210-2633
contact@bostonomaha.com
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Jan. 17, 2025 |
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BOSTON OMAHA CORPORATION
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DE
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