BBGI Beasley Broadcast Group Inc

 

 

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 28, 2015

 

 

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))

 

 

 

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ITEM 5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) On May 28, 2015, Beasley Broadcast Group, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”) in Naples, Florida.

(b) At the Annual Meeting:

 

(1)

The stockholders voted to elect each of the eight nominees for director.

 

(2)

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

Election of Directors

 

		For				Withheld				Broker Non-votes
By Holders of All Classes of Common Stock
George G. Beasley			171,743,873				887,511				—
Bruce G. Beasley			171,741,596				889,788				—
Caroline Beasley			171,681,596				949,788				—
Brian E. Beasley			171,741,596				889,788				—
Joe B. Cox			172,535,284				96,100				—
Allen B. Shaw			171,745,933				885,451				—
By Holders of Class A Common Stock
Mark S. Fowler			4,893,889				1,110,065				—
Herbert W. McCord			5,967,854				36,100				—

Advisory Vote on Executive Compensation

 

For		Against		Abstain		Broker Non-votes
172,485,853		141,494		4,037		—

 

ITEM 8.01

OTHER EVENTS

On May 28, 2015, the Company issued a press release announcing that its Board of Directors declared a quarterly cash dividend of $0.045 per share on its Class A and Class B common stock and approved a new $1.0 million stock repurchase program. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

 

(d)

Exhibits

 

Exhibit Number		Description
99.1		Press Release dated May 28, 2015, issued by Beasley Broadcast Group, Inc.

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SIGNATURE

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 29, 2015				By:		/s/ Caroline Beasley
						Caroline Beasley
						Vice President, Chief Financial Officer, Secretary and Treasurer

Exhibit 99.1

 

 

News Announcement				For Immediate Release
CONTACT:
B. Caroline Beasley, Chief Financial Officer				Joseph N. Jaffoni
Beasley Broadcast Group, Inc.				JCIR
239/263-5000; email@bbgi.com				212/835-8500 or bbgi@jcir.com

BEASLEY BROADCAST GROUP DECLARES QUARTERLY

CASH DIVIDEND OF $0.045 PER SHARE

Board of Directors Approves the Repurchase of Up to $1 Million

of the Company’s Common Stock

NAPLES, Florida, May 28, 2015 – Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (“the Company”), a large- and mid-size market radio broadcaster, announced today that its Board of Directors declared a quarterly cash dividend of $0.045 per share of its Class A and Class B common stock. The dividend is payable on July 10, 2015, to shareholders of record on June 30, 2015.

While the Company intends to pay regular quarterly cash dividends for the foreseeable future, all subsequent dividends will be reviewed quarterly and declared by the Board of Directors at its discretion.

The Company also announced that its Board of Directors today approved the repurchase of up to $1,000,000 in value of its common stock. Share repurchases will be made from time to time in open market or private transactions at prevailing market prices, and all shares purchased will be held in the Company’s treasury for possible future use. The authorization to repurchase shares will terminate in one year, unless it is terminated or extended by the Board of Directors.

About Beasley Broadcast Group

Founded in 1961, Beasley Broadcast Group, Inc., www.bbgi.com, is a radio broadcasting company that owns and operates 53 stations (34 FM and 19 AM) located in twelve large- and mid-size markets in the United States.

Note Regarding Forward-Looking Statements:

Statements in this release that are “forward-looking statements” are based upon current expectations and assumptions, and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as “intends,” “expects,” “expected,” “anticipates” or variations of such words and similar expressions are intended to identify such forward-looking statements. Key risks are described in our reports filed with the SEC including in our Annual Report on Form 10-K for the year ended December 31, 2014. Readers should note that forward-looking statements are subject to change and to inherent risks and uncertainties and may be impacted by several factors, including: external economic forces that could have a material adverse impact on our advertising revenues and results of operations; our radio stations may not be able to compete effectively in their respective markets for advertising revenues; we may not remain competitive if we do not respond to changes in technology, standards and services that affect our industry; our substantial debt levels; and, the loss of key personnel. Our actual performance and results could differ materially because of these factors and other factors discussed in the “Management’s Discussion and Analysis of Results of Operations and Financial Condition” in our SEC filings, including but not limited to annual reports on Form 10-K or quarterly reports on Form 10-Q, copies of which can be obtained from the SEC, www.sec.gov, or our website, www.bbgi.com. All information in this release is as of May 28, 2015, and we undertake no obligation to update the information contained herein to actual results or changes to our expectations.

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