Boston Omaha (BOC) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting is scheduled for September 20, 2024, with six proposals on the agenda, including director elections, auditor ratification, executive compensation, voting frequency on compensation, and an Officer Exculpation Charter Amendment.

• Only stockholders of record as of July 22, 2024, are entitled to vote, with Class A shares having one vote each and Class B shares having ten votes each.

• Magnolia Capital Fund, LP controls all Class B shares and a significant portion of voting power, ensuring support for all Board proposals.

Voting matters and shareholder proposals

• Proposals include electing five 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 the auditor, for executive compensation, for annual say-on-pay votes, and for the exculpation amendment.

• Shareholders may submit proposals for the 2025 meeting by following SEC and bylaw procedures.

Board of directors and corporate governance

• The Board consists of six directors: one elected by Class B holders and five by all shareholders; all current nominees are existing directors.

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

• Four directors are considered independent under NYSE rules; the Board has adopted governance guidelines, a code of ethics, and a clawback policy.

• The Board values diversity and encourages consideration of diverse candidates for director positions.