Boston Omaha (BOC) Proxy filing summary

Executive summary

• The annual meeting is scheduled for August 21, 2026, to elect six directors, ratify the appointment of Deloitte & Touche LLP as auditor, and hold an advisory vote on executive compensation.

• Only stockholders of record as of June 30, 2026, are entitled to vote, with Class B shares carrying 10 votes each and Class A shares one vote each.

• Magnolia Capital Fund, LP, controls all Class B shares and 32.15% of total voting power, supporting all board proposals.

• Proxy materials are available online, and multiple voting methods are provided, including internet, phone, fax, mail, or in-person at the meeting.

Voting matters and shareholder proposals

• Proposals include electing six directors, ratifying Deloitte & Touche LLP as auditor for 2026, and an advisory vote on executive compensation.

• Directors are elected by plurality; auditor ratification and say-on-pay require a majority of votes cast.

• The board recommends voting “FOR” all proposals.

• Stockholders may submit proposals for the 2027 meeting by March 1, 2027, with specific advance notice requirements.

Board of directors and corporate governance

• The board consists of seven members: one Class B director and six elected by all shareholders.

• Current nominees include Adam K. Peterson (Class B), Thomas Burt, David S. Graff, Brendan J. Keating, Frank H. Kenan II, Jeffrey C. Royal, and Vishnu Srinivasan.

• Board committees: Audit and Risk, Compensation, and Nominating and Corporate Governance, all with independent directors.

• The board values diversity and regularly reviews its leadership structure and governance guidelines.

• Four directors are considered independent; three are not due to employment or business relationships.