[8-K] Boston Omaha Corporation Reports Material Event

Rhea-AI Filing Summary

Boston Omaha Corporation reported the results of its shareholder votes. Nominees were elected as directors to serve one-year terms or until successors are qualified. Shareholders ratified Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. In an advisory vote, shareholders approved the compensation of the company’s named executive officers as disclosed in the proxy statement.

Positive

• Director nominees elected to serve one-year terms, ensuring board continuity
• Deloitte & Touche LLP ratified as independent auditor for the fiscal year ending December 31, 2025
• Advisory approval of named executive officer compensation indicates shareholder support for disclosed pay

Negative

• None.

Insights

Corporate Governance Specialist

Board slate confirmed and compensation advisory approved.

The board’s director nominees were elected to one-year terms, which preserves the existing governance structure and continuity at the board level. The advisory approval of named executive officer compensation indicates shareholder support for the disclosed pay practices.

This outcome reduces near-term governance uncertainty; watch for any future proxy disclosures that provide vote totals or reveal significant broker non-votes, which could signal underlying shareholder dissent over 2025 governance items.

Audit & Financial Reporting Advisor

Independent auditor ratified for fiscal year 2025.

Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, maintaining the current external audit relationship. Retaining a Big Four auditor typically supports continuity in audit procedures and reporting.

Key near-term items to monitor include the company’s annual report and audited financial statements for any auditor disclosures about critical accounting policies or material weaknesses, which would appear with the fiscal year filings.

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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): (August 25, 2025)

BOSTON OMAHA CORPORATION
(Exact name of registrant as specified in its Charter)
Delaware	001-38113	27-0788438
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
1601 Dodge Street, Suite 3300 Omaha, Nebraska 68102 (Address and telephone number of principal executive offices, including zip code)
(857) 256-0079 (Registrant's telephone number, including area code)
Not Applicable (Former name or address, if changed since last report)

Securities registered under Section 12(b) of the Exchange Act:

Title of Class	Trading Symbol	Name of Exchange on Which Registered
Class A common stock, $0.001 par value per share	BOC	The New York Stock Exchange

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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Boston Omaha Corporation ("BOC") held its Annual Meeting of Stockholders on August 25, 2025 and the stockholders voted as set forth below on the following proposals. Each of these proposals is described in detail in BOC’s Proxy Statement as filed with the Commission on  (the “Proxy Statement”) on June 30, 2025.

Proposal No. 1 Election of Directors

The following nominees were elected as directors, each to serve a term of one year or until their successors are duly elected and qualified, by the vote set forth below:

Nominee	Votes Cast For	Votes Withheld	Broker Non-Votes
Tom Burt	23,791,605	2,672,019	3,874,222
David S. Graff	26,279,810	183,814	3,874,222
Brendan J. Keating	24,613,977	1,849,647	3,874,222
Frank H. Kenan II	22,487,619	3,976,005	3,874,222
Jeffrey C. Royal	25,686,220	777,404	3,874,222
Vishnu Srinivasan	21,616,687	4,846,937	3,874,222

Proposal No. 2 Ratification of Independent Registered Public Accounting Firm

The appointment of Deloitte & Touche LLP as BOC’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified by the vote set forth below:

Votes Cast For	Votes Cast Against	Number of Abstentions
30,184,857	67,927	85,062

Proposal No. 3 Advisory Vote regarding Named Executive Officer Compensation

The compensation of BOC’s named executive officers as disclosed in the Proxy Statement was approved in an advisory vote, as set forth below:

Votes Cast For	Votes Cast Against	Number of Abstentions	Broker Non-Votes
26,100,637	322,256	40,731	3,874,222

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits. The Exhibit Index set forth below is incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number	Exhibit Title
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	BOSTON OMAHA CORPORATION (Registrant)
	By:	/s/ Joshua P. Weisenburger
		Joshua P. Weisenburger,
		Chief Financial Officer

Date: August 26, 2025

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FAQ

What did Boston Omaha (BOC) report in this Form 8-K?

The company reported that its nominees were elected as directors, shareholders ratified Deloitte & Touche LLP as the independent auditor for the fiscal year ending December 31, 2025, and shareholders approved the advisory vote on named executive officer compensation.

Who will audit Boston Omaha for the fiscal year ending Dec 31, 2025 (BOC)?

Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Did shareholders approve executive compensation for BOC?

Yes. The advisory vote on the compensation of named executive officers was approved by shareholders as disclosed in the proxy statement.

How long will the elected directors serve at Boston Omaha (BOC)?

The elected nominees will serve one-year terms or until their successors are duly elected and qualified.

Were vote totals or broker non-votes provided in the report?

The report states the outcomes and references vote results but does not include specific vote totals or counts in the provided text.