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Jeffrey Goldberg joins Beasley Broadcast (NASDAQ: BBGI) board, strategy role

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Beasley Broadcast Group, Inc. expanded its Board of Directors from six to seven members and appointed Jeffrey D. Goldberg to fill the new seat, effective immediately. He will also serve on the Board’s Strategic Alternatives Committee.

Goldberg will receive $85,000 in annual cash compensation, including a $65,000 board retainer, a $7,500 fee for serving on the Strategic Alternatives Committee, and $12,500 of additional cash consideration. He brings extensive executive and board experience in health care services and technology. The company states there are no related party transactions with Goldberg reportable under Item 404(a) of Regulation S-K, and notes that he was elected pursuant to an Amended and Restated Transaction Support Agreement dated April 27, 2026.

Positive

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Board size after change 7 directors Board increased from six to seven members on May 11, 2026
Total annual director cash compensation $85,000 Annual cash compensation for Jeffrey D. Goldberg as director
Board retainer $65,000 Annual retainer for Goldberg’s board service
Strategic Alternatives Committee fee $7,500 Annual fee for serving on Strategic Alternatives Committee
Other cash consideration $12,500 Additional annual cash consideration for Goldberg’s services
Transaction Support Agreement date April 27, 2026 Date of Amended and Restated Transaction Support Agreement
Strategic Alternatives Committee financial
"The Board also appointed Mr. Goldberg to serve on the Strategic Alternatives Committee of the Board."
Amended and Restated Transaction Support Agreement financial
"Mr. Goldberg was elected to the Board of Directors pursuant to the terms of the Amended and Restated Transaction Support Agreement, dated as of April 27, 2026."
Item 404(a) of Regulation S-K regulatory
"There are no related party transactions between the Company and Mr. Goldberg reportable under Item 404(a) of Regulation S-K."
Board of Directors financial
"the Board of Directors (the “Board”) of Beasley Broadcast Group, Inc. increased the size of the Board from six to seven directors"
The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.
Understanding 8-K Material Events →
BEASLEY BROADCAST GROUP INC false 0001099160 0001099160 2026-05-11 2026-05-11
 
 

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): May 11, 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 11, 2026, the Board of Directors (the “Board”) of Beasley Broadcast Group, Inc. (the “Company”) increased the size of the Board from six to seven directors and appointed Jeffrey D. Goldberg to fill the vacancy created by such increase, effective immediately. The Board also appointed Mr. Goldberg to serve on the Strategic Alternatives Committee of the Board. Mr. Goldberg will be compensated for his service as a director as follows: $85,000 in annual compensation in cash, consisting of (i) a $65,000 annual retainer, (ii) a $7,500 annual fee for service on the Strategic Alternatives Committee of the Board and (iii) $12,500 of other cash consideration for services.

Mr. Goldberg has extensive experience as an executive and board member of companies principally in the health care services and technology sectors, having served on more than a dozen boards since 2011. His prior experience includes serving as president of IncuMed, a medical technology incubator, as Senior Vice President and General Counsel of Advanced Bionics, and as CFO of a specialty hospital. Mr. Goldberg has also served as counsel for Occidental Petroleum Corporation.

There are no related party transactions between the Company and Mr. Goldberg reportable under Item 404(a) of Regulation S-K.

Mr. Goldberg was elected to the Board of Directors pursuant to the terms of the Amended and Restated Transaction Support Agreement, dated as of April 27, 2026 (the “A&R TSA”), by and among the Company and the supporting holders party thereto. For more information on the A&R TSA, see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2026.

 

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: May 11, 2026     By:  

/s/ Chris Ornelas

     

Chris Ornelas

General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What board change did Beasley Broadcast Group (BBGI) announce?

Beasley Broadcast Group expanded its Board of Directors from six to seven members and appointed Jeffrey D. Goldberg to fill the new seat. His appointment is effective immediately and includes service on the Strategic Alternatives Committee of the Board.

How will Jeffrey D. Goldberg be compensated as a Beasley Broadcast (BBGI) director?

Jeffrey D. Goldberg will receive $85,000 in annual cash compensation. This includes a $65,000 board retainer, a $7,500 annual fee for serving on the Strategic Alternatives Committee, and $12,500 in other cash consideration for his board-related services.

What is Jeffrey D. Goldberg’s background relevant to Beasley Broadcast (BBGI)?

Jeffrey D. Goldberg has extensive experience as an executive and board member in health care services and technology. His roles have included president of IncuMed, senior vice president and general counsel of Advanced Bionics, CFO of a specialty hospital, and counsel to Occidental Petroleum.

Why was Jeffrey D. Goldberg elected to the Beasley Broadcast (BBGI) board?

Jeffrey D. Goldberg was elected to the Board of Directors pursuant to the Amended and Restated Transaction Support Agreement dated April 27, 2026. That agreement is between the company and supporting holders referenced in the filing.

What committee will Jeffrey D. Goldberg serve on at Beasley Broadcast (BBGI)?

Jeffrey D. Goldberg will serve on the Strategic Alternatives Committee of Beasley Broadcast Group’s Board. For this committee role, he will receive a $7,500 annual cash fee as part of his overall director compensation package.

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