Beasley Broadcast Group (BBGI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 25, 2025, to elect six directors, approve executive compensation, determine frequency of future say-on-pay votes, ratify Crowe LLP as auditor, and approve a new 2025 Equity Incentive Award Plan.

• Record date for voting is April 28, 2025; voting can be done by proxy, phone, or internet.

• Company qualifies as a controlled company under NASDAQ rules, with the Beasley family holding majority voting power.

Voting matters and shareholder proposals

• Proposals include election of six directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, ratification of Crowe LLP as auditor, and approval of the 2025 Equity Incentive Award Plan.

• Board recommends annual (1 year) frequency for future say-on-pay votes.

• Shareholder proposals for the 2026 meeting must be received by December 31, 2025, for inclusion.

Board of directors and corporate governance

• Board consists of eight members; majority of directors and nominees (excluding Beasley family) are independent per NASDAQ rules.

• Caroline Beasley serves as both Chair and CEO; Board believes this structure is efficient for current needs.

• Audit, Compensation, and Governance Committees are composed entirely of independent directors.

• Company does not have a formal nominating committee due to controlled company status.