[8-K] Beasley Broadcasting Group Inc Reports Material Event

Rhea-AI Filing Summary

Beasley Broadcast Group (Nasdaq:BBGI) filed an 8-K disclosing results of its 25 June 2025 Annual Meeting and adoption of the 2025 Equity Incentive Award Plan.

Shareholders approved the plan, reserving 300,000 Class A shares for equity awards, elected all six directors, backed executive pay (98.9% support) and set a 1-year say-on-pay frequency. They also ratified Crowe LLP as auditor (99.1% support). No director departures or operational updates were reported.

Positive

• Shareholder approval of the 2025 Equity Incentive Plan provides fresh equity to retain talent without immediate cash impact.

Negative

• Issuance of up to 300,000 new shares introduces potential dilution of approximately 1% to existing shareholders.

Insights

Compensation Analyst

TL;DR: New 300k-share plan modestly dilutes but strengthens retention incentives; overall governance intact.

The approved 2025 Equity Incentive Award Plan adds roughly 1% of outstanding shares to the equity pool, giving the board fresh capacity to reward employees and directors without increasing cash burn. Support levels above 98% indicate strong shareholder alignment with management compensation policies. Because share issuance occurs over time, near-term EPS impact is minimal, yet investors should monitor subsequent grants and potential dilution.

Corporate Governance Expert

TL;DR: Routine AGM with high approval rates; no governance red flags detected.

All directors were comfortably re-elected and auditor ratification passed with 99% support, signalling shareholder confidence. The 1-year frequency vote enhances accountability by ensuring annual say-on-pay reviews. Broker non-votes were immaterial. Combined, the actions are standard for small-cap media firms and do not materially shift control or risk profile.

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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): June 25, 2025

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.

As noted below under Item 5.07, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Beasley Broadcast Group, Inc. (the “Company”), held on June 25, 2025, the Company’s stockholders, upon the recommendation of the Board of Directors of the Company, approved the adoption of the Beasley Broadcast Group, Inc. 2025 Equity Incentive Award Plan (the “Plan”), which was previously adopted by the Board of Directors, subject to the approval by stockholders. The Plan, among other things, reserves 300,000 shares of the Company’s Class A Common Stock, par value $0.001 per share (“Common Stock”), for issuance in the form of equity-based awards to employees, consultants and non-employee directors.

A more detailed description of the material terms of the Plan was included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”). The foregoing and the summary of the Plan in the Proxy Statement are not complete summaries of the terms of the Plan and are qualified by reference to the text of the Plan, included as Exhibit 10.1 and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) On June 25, 2025, the Company held its Annual Meeting in Naples, Florida.

(b) At the Annual Meeting:

(1)The stockholders voted to elect each of the six 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;

(3)The stockholders voted, on an advisory basis, to recommend 1 Year as the frequency of future votes to approve named executive officer compensation;

(4)The stockholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and

(5)The stockholders approved the Plan.

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		490,189		153,601		2,777		132,189
Gordon H. Smith		600,592		43,198		2,777		132,189
By Holders of All Classes of Common Stock
Brian E. Beasley		8,930,791		44,280		2,766		132,189
Bruce G. Beasley		8,930,789		44,321		2,727		132,189
Caroline Beasley		8,931,525		43,585		2,727		132,189
Peter A. Bordes, Jr.		8,932,771		42,289		2,777		132,189

Advisory Vote to Approve Named Executive Officer Compensation

For		Against		Abstain		Broker Non-votes
8,875,095		99,345		3,397		132,189

Advisory Vote on Frequency of Future Votes to Approve Named Executive Officer Compensation

1 Year		2 Years		3 Years		Abstain		Broker Non-votes
8,943,575		342		32,356		1,564		132,189

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

For		Against		Abstain		Broker Non-votes
9,068,713		30,267		11,046		-

Approval of the Plan

For		Against		Abstain		Broker Non-votes
8,834,595		141,918		1,324		132,189

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Exhibit Description

10.1 Beasley Broadcast Group, Inc. 2025 Equity Incentive Award Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 29, 2025).

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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:	June 26, 2025	By:	/s/ Lauren Burrows Coleman
			Lauren Burrows Coleman Chief Financial Officer

FAQ

How many shares does BBGI's 2025 Equity Incentive Plan authorize?

The plan reserves 300,000 Class A shares for future equity awards.

What percentage of votes supported BBGI's executive compensation in 2025?

Approximately 98.9% of votes cast (8,875,095 For vs. 99,345 Against) approved the compensation package.

What say-on-pay frequency did BBGI shareholders choose at the 2025 AGM?

Shareholders recommended a 1-year frequency with 8,943,575 votes in favor.

Did BBGI retain Crowe LLP as its 2025 auditor, and what were the vote totals?

Yes. Ratification received 9,068,713 For, 30,267 Against, and 11,046 Abstain.

Were there any director changes announced in BBGI's 8-K?

No. All six nominees were re-elected; the filing reports no departures or new appointments.