Boston Omaha (BOC) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held on September 20, 2024, to elect directors, ratify auditors, vote on executive compensation, determine the frequency of say-on-pay votes, and approve an Officer Exculpation Charter Amendment.

• Stockholders of record as of July 22, 2024, are entitled 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 and 32.61% of total voting power.

• Proxy materials are available online, and voting can be done via internet, phone, mail, or in person.

Voting matters and shareholder proposals

• Proposals include electing six directors, ratifying KPMG LLP as auditor, advisory votes on executive compensation and its frequency, and amending the charter for officer exculpation.

• The Board recommends voting for all directors, for KPMG LLP, for executive compensation, for annual say-on-pay, and for the exculpation amendment.

• Shareholder proposals for the 2025 meeting must be received by April 2, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• The Board consists of seven members: one elected by Class B holders and six by all stockholders.

• Five current directors and one new nominee are up for election; the majority are independent per NYSE rules.

• The Board has Audit and Risk, Compensation, and Nominating and Corporate Governance Committees, all with written charters.

• The Board values diversity and encourages stockholders to consider diverse candidates.

• Directors not employed by the company receive $30,000 cash and $30,000 in stock annually; new compensation reductions are planned for 2024.