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  4. [8-K] BEASLEY BROADCAST GROUP INC Reports Material Event

Beasley Broadcast (NASDAQ: BBGI) shareholders approve directors and auditor

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Beasley Broadcast Group, Inc. held its 2026 annual stockholder meeting on July 22, 2026 in Naples, Florida. Stockholders elected all seven director nominees to serve until the next annual meeting or until successors are elected and qualified, with support levels generally above 8.5 million votes for each nominee when all classes of common stock are counted.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 8,648,534 votes in favor, 47,869 against, 460 abstentions and 327,824 broker non-votes. In addition, they ratified the appointment of Crowe LLP as independent registered public accounting firm for the year ending December 31, 2026, with 9,004,565 votes for, 9,303 against and 10,819 abstentions.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Say-on-pay votes for 8,648,534 Votes in favor of named executive officer compensation
Say-on-pay votes against 47,869 Votes against named executive officer compensation
Broker non-votes on say-on-pay 327,824 Broker non-votes on advisory compensation proposal
Auditor ratification votes for 9,004,565 Votes to ratify Crowe LLP as independent registered public accounting firm
Auditor ratification votes against 9,303 Votes against ratifying Crowe LLP
Votes for director Jeffrey D. Goldberg 8,614,134 For votes by holders of all classes of common stock
broker non-votes regulatory
"Broker Non-votes 8,648,534 | | 47,869 | | 460 | | 327,824"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
named executive officers financial
"approved, on an advisory basis, the compensation of the Company’s named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
Annual Meeting of Stockholders regulatory
"held its 2026 Annual Meeting of Stockholders in Naples, Florida"

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FAQ

What did Beasley Broadcast Group (BBGI) stockholders approve at the 2026 annual meeting?
Stockholders elected seven directors, approved executive compensation on an advisory basis, and ratified Crowe LLP as independent registered public accounting firm for the year ending December 31, 2026, confirming support for current governance and audit arrangements.

How did Beasley Broadcast Group (BBGI) shareholders vote on executive compensation?
Shareholders approved Beasley’s named executive officer compensation with 8,648,534 votes for, 47,869 against, 460 abstentions and 327,824 broker non-votes, indicating broad but not unanimous support for the company’s pay programs at the 2026 annual meeting.

What were the vote results for Beasley Broadcast Group (BBGI) auditor ratification?
Stockholders ratified Crowe LLP as Beasley’s independent registered public accounting firm with 9,004,565 votes for, 9,303 against and 10,819 abstentions, with no broker non-votes reported, confirming Crowe’s engagement for the year ending December 31, 2026.

Were all Beasley Broadcast Group (BBGI) director nominees elected in 2026?
All seven director nominees received enough votes to be elected. Each nominee obtained over 8.5 million votes in favor when considering all classes of common stock, along with broker non-votes of 327,824 reported for each director on the combined-class basis.

How many broker non-votes occurred on Beasley Broadcast Group (BBGI) proposals?
There were 327,824 broker non-votes on the director elections and the advisory executive compensation proposal. The auditor ratification vote showed no broker non-votes, reflecting that brokers were generally permitted to vote on that routine matter without specific instructions.
false000109916000010991602026-07-222026-07-22

 

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): July 22, 2026

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A Common Stock, par value $0.001 per share

 

BBGI

 

The Nasdaq Stock Market

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.

On July 22, 2026, Beasley Broadcast Group, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the
“Annual Meeting”) in Naples, Florida.

At the Annual Meeting:

(1)
The stockholders voted to elect each of the seven nominees for director to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified;
(2)
The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers; and
(3)
The stockholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

The voting results for each proposal are reported below.

Election of Directors

For

 

Against

Abstain

Broker

Non-votes

By Holders of Class A Common Stock

 

Michael J. Fiorile

262,179

22,604

80,810

327,824

Gordon H. Smith

280,646

4,137

80,810

327,824

By Holders of All Classes of Common Stock

Brian E. Beasley

8,547,577

67,259

82,027

327,824

Bruce G. Beasley

8,547,657

67,220

81,986

327,824

Caroline Beasley

8,544,116

70,759

81,987

327,825

Peter A. Bordes, Jr.

8,551,047

65,028

80,788

327,824

Jeffrey D. Goldberg

 

8,614,134

 

2,337

 

80,392

 

327,824

Advisory Vote to Approve Named Executive Officer Compensation

 

For

 

Against

 

Abstain

Broker

Non-votes

8,648,534

47,869

460

327,824

Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

 

For

 

Against

 

Abstain

Broker

Non-votes

9,004,565

9,303

10,819

-

 

 

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.

 

 

 

BEASLEY BROADCAST GROUP, INC.

 

 

 

 

Date:

July 23, 2026

By:

/s/ Chris Ornelas

 

 

 

Chris Ornelas
General Counsel and Secretary

 

Source: View Original Filing on SEC EDGAR

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