Boston Omaha (BOC) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for August 25, 2025, with proposals to elect six directors, ratify Deloitte & Touche LLP as the new independent auditor, and hold an advisory vote on executive compensation.

• Stockholders of record as of June 30, 2025, are eligible to vote, with Class A shares having one vote and Class B shares ten votes each.

• Magnolia Capital Fund, LP, controls all Class B shares, representing 32.66% of total voting power.

• Proxy voting is available via 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, and a non-binding say-on-pay vote.

• Board recommends voting 'FOR' all proposals.

• Shareholder proposals for the 2026 meeting must be submitted between May 27 and June 27, 2026, unless the meeting date changes significantly.

Board of directors and corporate governance

• Board consists of seven members: one Class B director (Adam K. Peterson) and six Class A/B directors.

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

• Board committees: Audit and Risk, Compensation, and Nominating and Corporate Governance, each with defined charters and independent membership.

• Board diversity and director qualifications are emphasized in the nomination process.

• Corporate Governance Guidelines and a Code of Business Conduct and Ethics are in place.