DEF 14A: Beasley Broadcast Group Sets Date for 2025 Annual Stockholders Meeting, Outlines Key Proposals

Beasley Broadcast Group announces its annual stockholders meeting to be held on June 25, 2025, featuring proposals including director elections, executive compensation, and ratification of the accounting firm.

Summary

• Beasley Broadcast Group, Inc. will hold its Annual Meeting of Stockholders on June 25, 2025, in Naples, Florida.
• Stockholders of record as of April 28, 2025, are entitled to vote.
• The meeting will address the election of six directors, an advisory vote on executive compensation, the frequency of executive compensation votes, ratification of Crowe LLP as the independent accounting firm, and approval of the 2025 Equity Incentive Award Plan.
• The Board of Directors recommends voting for all director nominees, approving executive compensation, selecting one year for the frequency of executive compensation votes, ratifying the appointment of Crowe LLP, and approving the 2025 Equity Incentive Award Plan.
• The company had 960,059 shares of Class A Common Stock and 833,137 shares of Class B Common Stock outstanding as of the record date.
• The Board of Directors met six times during 2024.
• The company qualifies as a controlled company under NASDAQ listing rules due to the Beasley family's control of more than 50% of the voting power.
• The Audit Committee consists of Ms. Godridge, Mr. Fiorile and Mr. Warfield, each of whom qualifies as independent under Rule 5605(a)(2) of the NASDAQ Listing Rules and Rule 10A-3 under the Exchange Act.
• The Compensation Committee consists of Messrs. Fiorile, Smith and Warfield, each of whom qualifies as independent under Rule 5605(a)(2) of the NASDAQ Listing Rules.
• The Governance Committee consists of Messrs. Warfield, Fiorile and Smith, each of whom qualifies as independent under Rule 5605(a)(2) of the NASDAQ Listing Rules.
• The maximum number of shares of Class A Common Stock available for issuance under the 2025 Plan will be equal to 300,000 shares, plus any shares that return to, or become available for grant under, the 2025 Plan as a result of outstanding awards under the 2025 Plan or the 2007 Plan that expire or lapse for any reason.
• The company leases its principal executive offices in Naples, FL from Beasley Broadcasting Management, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family, with rental expense of $0.3 million for each of the years ended December 31, 2023 and 2024.

Sentiment

Score: 7

Explanation: The document is primarily factual and procedural, with a slightly positive outlook due to the board's confidence in the company's future and the benefits of the equity incentive plan.

Positives

• The Board of Directors is actively engaged in risk oversight through its committees.
• The company has a Related Party Transaction Policy to ensure fair dealings.
• The company has adopted a Code of Business Conduct and Ethics applicable to all of its directors and employees.
• The company has adopted an Insider Trading Policy that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees.

Negatives

• The company qualifies as a controlled company, which reduces the requirements for board independence.
• The company engaged in several related party transactions, including leasing properties from entities controlled by the Beasley family.
• Mr. Brian Beasley did not timely file one Form 4 to report an acquisition transaction.

Risks

• The company's performance is subject to economic conditions and market challenges.
• The company faces regulatory risks related to its broadcasting licenses.
• Cybersecurity and data privacy risks are ongoing concerns.
• The company's executive compensation program could face scrutiny from stockholders.

Future Outlook

The Board believes that the 2025 Plan will continue to promote the success and enhance the value of the Company by continuing to link the personal interests of participants to those of Company stockholders and by providing participants with an incentive for outstanding performance to generate superior returns to Company stockholders.

Management Comments

• The Board of Directors believes that the appropriate leadership structure should be based on the needs and circumstances of the Board, the Company and its stockholders at a given point in time, and that the Board should remain adaptable to shaping the leadership structure as those needs change in the future.
• The Board of Directors currently has determined that having Caroline Beasley serve as both Chair of the Board and Chief Executive Officer of the Company is in the best interest of the Company and its stockholders.

Industry Context

The document reflects standard corporate governance practices for publicly traded companies, including proxy solicitations, executive compensation disclosures, and related party transaction reviews.

Comparison to Industry Standards

• The structure of the board and its committees aligns with common practices among NASDAQ-listed companies.
• Executive compensation packages are benchmarked against peer companies to attract and retain talent.
• The equity incentive plan is a standard tool used to align the interests of executives and stockholders.
• Related party transactions are subject to review and approval by the Audit Committee, consistent with regulatory requirements.

Related Party Transactions

• The Company leases its principal executive offices in Naples, FL from Beasley Broadcasting Management, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family.
• The Company leases office space for its stations in Fort Myers, FL from Beasley Family Properties, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley, and other members of the Beasley family.
• The Company leases towers for 19 stations in various markets from Beasley Family Towers, LLC (BFT), which is partially held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family and partially owned directly by Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family.
• The Company leases office space for its stations in Fayetteville, NC from BFT.
• The Company leases land for its stations in Augusta, GA from GGB Augusta, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family.
• The Company leases office space for its stations in Las Vegas, NV from GGB Las Vegas, LLC, which is controlled by members of the Beasley family.
• The Company leased a tower for one station in Charlotte, NC from Wintersrun Communications, LLC (Wintersrun), which is partially held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family and partially owned directly by Bruce G. Beasley and Brian E. Beasley.
• The Company leases a tower for one station in Augusta, GA from Wintersrun.
• The Company currently holds an investment in Quu, Inc. (Quu), a company that provides the Company with access to an application for digital revenue.
• In May 2022, the Company provided a $250,000 loan to Interactive Life, Inc. that accrues interest at 8.625% per annum until the loans maturity in May 2025.
• Bradley C. Beasley, brother of Caroline Beasley, Bruce G. Beasley and Brian E. Beasley, is currently employed by the Company.
• Adam Lurie, son-in-law of Bruce G. Beasley, is currently employed by the Company.
• Ilana Goldstein, daughter of Caroline Beasley, is currently employed by the Company.
• Ryan Beasley, son of Bruce G. Beasley, is currently employed by the Company.

Stakeholder Impact

• Stockholders have the opportunity to influence the company's direction through their votes.
• Executive officers' compensation is subject to stockholder approval.
• Employees may benefit from the 2025 Equity Incentive Award Plan.
• The company's performance impacts the value of stockholders' investments.

Next Steps

• Stockholders are urged to vote on the proposals outlined in the Proxy Statement.
• The company will hold its Annual Meeting of Stockholders on June 25, 2025.
• The Board of Directors will consider the voting results when evaluating the company's executive compensation program.

Key Dates

Keywords

proxy statement, annual meeting, directors, executive compensation, equity incentive plan, stockholders, Beasley Broadcast Group, governance, voting, Crowe LLP