BEASLEY BROADCAST GROUP, INC. (NASDAQ:BBGI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

BEASLEY BROADCAST GROUP, INC. (NASDAQ:BBGI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On January23, 2018, the Board of Directors (the “Board”) of Beasley Broadcast Group, Inc. (the “Company”) amended the Bylaws of the Company as discussed in Item 5.02 below, increased the size of the Board from nine to ten directors and appointed Michael J. Fiorile to fill the vacancy created by such increase, effective immediately. The Board also appointed Mr.Fiorile to serve on the Audit Committee of the Board.

Mr.Fiorile has served as Chairman and CEO of The Dispatch Printing Company, a privately owned, regional broadcast media and real estate company, since July 2016. Prior to taking his current position with The Dispatch Printing Company, Mr.Fiorile served as the company’s Vice Chairman and CEO from September 2015 until July 2016; as its President and CEO from January 2013 until September 2015; as its President and COO from January 2008 until January 2013; and as its President from January 2005 until January 2008. He also serves as Chairman and CEO of the company’s subsidiary, Dispatch Broadcast Group, which includes television and radio stations. He has held several executive positions within Dispatch Broadcast Group since 1994. Mr.Fiorile has been a director of State Auto Financial Corporation since 2003 where he is a member of the Risk Committee and Chair of the Nominating and Governance Committee.

Mr.Fiorile will receive compensation for his service on the Board in accordance with the Company’s standard compensatory arrangement for non-employee directors. A description of the Company’s non-employee director compensation can be found under the caption “2016 Director Compensation” in the Company’s Notice of Annual Meeting of Stockholders and Proxy Statement filed with the Securities and Exchange Commission on April24, 2017.

There are no arrangements or understandings to which Mr.Fiorile was selected as a director, and there are no related party transactions between the Company and Mr.Fiorile reportable under Item 404(a) of Regulation S-K.

Item 5.02. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January23, 2018, the Board approved and adopted an amendment to the Company’s Third Amended and Restated Bylaws (the “Existing Bylaws”) that revises Article III, Section1 of the Existing Bylaws to provide that the number of directors which shall constitute the whole Board shall be not less than one and not more than eleven.

The foregoing description is qualified in its entirety by reference to the Company’s Fourth Amended and Restated Bylaws, attached as Exhibit 3.2 hereto and incorporated herein by reference.

Item 5.02. Financial Statements and Exhibits.

(d) Exhibits


BEASLEY BROADCAST GROUP INC Exhibit
EX-3.2 2 d448648dex32.htm EX-3.2 EX-3.2 Exhibit 3.2 FOURTH AMENDED AND RESTATED BYLAWS OF BEASLEY BROADCAST GROUP,…
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About BEASLEY BROADCAST GROUP, INC. (NASDAQ:BBGI)

Beasley Broadcast Group, Inc. is a radio broadcasting company. The Company’s primary business is operating radio stations throughout the United States. The Company owns and operates approximately 69 radio stations in over 16 large- and mid-size markets in the United States. The Company operates in various radio markets, including Atlanta, Georgia; Augusta, Georgia; Boston, Massachusetts; Fayetteville, North Carolina; Fort Myers-Naples, Florida; Greenville-New Bern-Jacksonville, North Carolina; Las Vegas, Nevada; Philadelphia, Pennsylvania; Tampa-Saint Petersburg, Florida; West Palm Beach-Boca Raton, Florida; Wilmington, Delaware; Charlotte, North Carolina; Detroit, Michigan; Middlesex, New Jersey; Monmouth, New Jersey, and Morristown, New Jersey. The Company serves approximately 20.1 million consumers weekly over-the-air, online and on smartphones and tablets. The Company refers to each group of radio stations in each radio market as a market cluster.

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