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

Item5.02

On June8, 2017, Beasley Broadcast Group, Inc. (the Company)
entered into new employment agreements with George G. Beasley,
Caroline Beasley, Bruce G. Beasley and Brian E. Beasley, and
Beasley Mezzanine Holdings, LLC, a wholly owned subsidiary of the
Company (Holdings), entered into an employment agreement with
Marie Tedesco. The following summaries of the employment
agreements do not purport to be complete and are qualified by
reference to the full text of the employment agreements, which
are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 hereto,
respectively, and which are incorporated herein by reference.

Executive Employment Agreements of George G. Beasley,
Caroline Beasley, Bruce G. Beasley and Brian E.
Beasley

The employment agreements between the Company and each of
Mr.George Beasley, Ms.Caroline Beasley, Mr.Bruce Beasley and
Mr.Brian Beasley have initial terms that expire on December31,
2019, subject to renewal for successive one year periods upon
mutual agreement of the Company and the applicable executive in
writing. to the employment agreements, the executives will serve
in the following positions with the Company: Mr.George Beasley as
Chairman of the Companys board of directors (the Board),
Ms.Caroline Beasley as Chief Executive Officer, Mr.Bruce Beasley
as President and Mr.Brian Beasley as Chief Operating Officer.

The employment agreements entitle each executive to the following
compensation and benefits: (i)an annual base salary,
retroactively effective as of January1, 2017, of $750,000 for
each of Mr.George Beasley and Ms.Caroline Beasley and $550,000
for each of Mr.Bruce Beasley and Mr.Brian Beasley, subject to
adjustment as determined by the Board; (ii)payments equal to the
amount payable by the executive for coverage under the Companys
employee benefit plans plus an additional amount equal to the
taxes payable by the executive as a result of such payments;
(iii)the opportunity to earn an annual bonus award based on
performance under the Companys performance incentive plan; and
(iv)a monthly car allowance of $1,000. The employment agreements
also provide for restricted stock unit awards of 45,000
restricted stock units for Mr.George Beasley and 75,000
restricted stock units for each of Ms.Caroline Beasley, Mr.Bruce
Beasley and Mr.Brian Beasley. The restricted stock units will
vest in substantially equal installments on each of January1,
2018, 2019 and 2020, subject to the executives continued
employment on each vesting date.

If the executives employment is terminated due to the executives
death or disability, by the Company without cause or due to the
executives resignation for good reason, then subject to the
executive (or the executives estate or legal representative)
executing a general release of claims, the executive (or the
executives estate or legal representative) will be entitled to
receive (i)continued payment of the executives base salary and
the amount payable by the executive for coverage under the
Companys employee benefit plans plus an additional amount equal
to the taxes payable by the executive as a result of such benefit
plan payments through December31, 2019 or for one year following
termination, whichever is greater; (ii)a lump sum payment equal
to $750,000 for each of Mr.George Beasley and Ms.Caroline Beasley
and $550,000 for each of Mr.Bruce Beasley and Mr.Brian Beasley,
or the highest annual bonus paid to the executive over the
preceding three year period, whichever is greater; (iii)payment
(without duplication to the amounts described in clause (i)) for
benefit coverage to COBRA for the executive and the executives
eligible dependents for up to 18 months following termination;
and (iv)accelerated vesting of any portion of the executives
unvested equity-based awards; provided, that, if such termination
occurs in connection with or within two years following a change
in control, then, if higher than the amounts set forth in clauses
(i)and (ii)above, the executive will be entitled to receive, in
lieu of such amounts set forth in clauses (i)and (ii)above, a
severance payment equal to two times the sum of the executives
base salary and the highest annual bonus paid to the executive
during the preceding three year period, which amount shall be
paid in a lump sum to the extent a lump sum payment does not
result in the imposition of an excise tax under Section409A of
the Internal Revenue Code of 1986, as amended.

For purposes of the employment agreements:

The employment agreements also contain confidentiality provisions
and non-competition covenants that apply for one year following
termination of employment, except that if an executive is
terminated by the Company other than for cause or resigns
employment for good reason, then the non-competition period will
end on the earliest of one year following termination of
employment, the date the executive waives any right to receive
severance payments under the employment agreement or the date of
termination if the executive is not entitled to receive any
severance payments in connection with the employment termination.

The employment agreements supersede and replace the prior
employment agreements between the Company and the executives.

Employment Agreement of Marie Tedesco

The employment agreement between Holdings and Ms.Tedesco provides
that Ms.Tedesco will serve as Chief Financial Officer and has an
initial term that expires on December31, 2019, subject to renewal
for successive one year periods upon mutual agreement of Holdings
and Ms.Tedesco in writing. The employment agreement entitles
Ms.Tedesco to an annual base salary of $300,000 and the
opportunity to earn an annual performance-based bonus award of
$120,000. The employment agreement also provides for a restricted
stock unit award of 45,000 restricted stock units. The restricted
stock units will vest in substantially equal installments on each
of January1, 2018, 2019 and 2020, subject to Ms.Tedescos
continued employment on each vesting date.

If Ms.Tedescos employment is terminated by Holdings without
cause, then subject to Ms.Tedesco executing a release of claims
and continued compliance with certain restrictive covenants,
Ms.Tedesco will be entitled to receive base salary payments for
the remainder of the term of the employment agreement or six
months following termination, whichever is less, payable in a
lump sum or in installments in the discretion of Holdings;
provided, that this amount may be reduced by any compensation
earned by Ms.Tedesco during the period in which such payments are
made.

For purposes of Ms.Tedescos employment agreement, cause includes,
but is not limited to, (i)conduct which reflects adversely upon
and detracts from Ms.Tedescos value as Chief Financial Officer or
Holdings public image or reputation; (ii)failure to perform
according to or follow the policies and directives of Holdings;
(iii)failure to perform the duties set forth in the employment
agreement; (iv)fraud, theft or embezzlement; (v)arrest or
conviction of any felony or other crime involving moral
turpitude; (vi)gross or willful misconduct or negligence;
(vii)breach by Ms.Tedesco of a material term of the employment
agreement; (viii)insubordination; (ix)possession or consumption
of liquor or illegal drugs on Holdings property, or reporting to
work under the influence of alcohol or drugs; (x)illegal use or
possession of a controlled substance; (xi)any violations of
federal, state or local rules and regulations; (xii)payola or
plugola; (xiii)unethical conduct; (xiv)failure to work in a
harmonious manner with management or other employees; (xv)failure
to comply with any rules or regulations of Holdings or any
conduct inconsistent with the policies, procedures, or best
interest of Holdings; (xvi)excessive absenteeism or tardiness; or
(xvii)failure or refusal to perform the services required under
the employment agreement for a period of two or more days for
reasons other than vacation, illness, accident, injury,
incapacity or authorized leave of absence.

The employment agreement also contains confidentiality provisions
and certain restrictive covenants, including a non-competition
covenant covering six months following termination and
non-solicitation covenants covering 18 months following
termination.

(a) On June8, 2017, the Company held its 2017 Annual Meeting of
Stockholders (the Annual Meeting) in Naples, Florida.

(b) At the Annual Meeting:

Election of Directors

Advisory Vote to Approve Named Executive Officer
Compensation

Approval of the 2007 Equity Incentive Award Plan

(d) Exhibits

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.