UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 6, 2020 (February 6, 2020)
|
BOSTON OMAHA CORPORATION (formerly known as REO PLUS, INC.) |
||
|
(Exact name of registrant as specified in its Charter) |
|
Delaware |
001-38113 |
27-0788438 |
|
(State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
|
(Address and telephone number of principal executive offices, including zip code)
1411 Harney St., Suite 200 Omaha, Nebraska 68102 |
||
|
(857) 256-0079 |
||
|
|
||
|
(Former name or address, if changed since last report) |
Not Applicable
Securities registered under Section 12(b) of the Exchange Act:
|
Title of Class |
Trading Symbol |
Name of Exchange on Which Registered
|
|
Class A common stock, $0.001 par value per share |
BOMN |
The Nasdaq Stock Market LLC (NASDAQ Capital Market)
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 5.08 | SHAREHOLDER DIRECTOR NOMINATIONS |
To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.
| ITEM 8.01 | OTHER ITEMS |
On February 6, 2020, the Board of Directors of Boston Omaha Corporation (“the Company”) established Saturday, May 30, 2020 as the date of the Company’s 2020 annual meeting of stockholders (the “2020 Annual Meeting”). This date for the 2020 Annual Meeting does not represent a change of more than 30 calendar days from the date of the previous year’s meeting. The exact time and location of the 2020 Annual Meeting, which will be held in Omaha, Nebraska, will be specified in the Company’s proxy statement for the 2020 Annual Meeting.
Pursuant to the Company’s Amended and Restated Bylaws, written notice from a stockholder interested in nominating a candidate for election as a director of the Company at the 2020 Annual Meeting or bringing other business before the 2020 Annual Meeting must be delivered to or mailed and received at the principal executive offices of the Corporation, 1411 Harney Street, Suite 200, Omaha, Nebraska 68102, by no later than the close of business on Tuesday, March 10, 2020. This notice must include all of the information required by the Company’s Amended and Restated Bylaws.
In addition, on February 6, 2020, the Company issued a press release entitled “Boston Omaha Corporation’s 2020 Annual Shareholder Meeting Scheduled for May 30 in Omaha, Nebraska”. The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The press release was also simultaneously filed on the Company’s website.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits. The Exhibit Index set forth below is incorporated herein by reference.
EXHIBIT INDEX
| Exhibit | |
| Number | Exhibit Title |
|
99.1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
BOSTON OMAHA CORPORATION |
||
| (Registrant) | |||
|
|
|
|
|
|
|
By: |
/s/ Joshua P. Weisenburger |
|
|
|
|
Joshua P. Weisenburger |
|
|
|
|
Chief Financial Officer |
|
Date: February 6, 2020
3
Exhibit 99.1
Boston Omaha Corporation’s 2020 Annual Shareholder Meeting Scheduled for May 30th in Omaha, Nebraska
February 6, 2020
OMAHA, Neb.--(BUSINESS WIRE) – Boston Omaha Corporation (NASDAQ: BOMN) (the “Company”) has set the date for its 2020 Annual Shareholder Meeting. The meeting will be held on Saturday, May 30, 2020 in Omaha, Nebraska. The exact time and location will be specified in the Company’s proxy statement for the 2020 Annual Shareholder Meeting.
The Board of Directors has fixed the close of business on March 31, 2020 as the record date for the 2020 Annual Shareholder Meeting.
About Boston Omaha Corporation
Boston Omaha Corporation is a public company engaged in several lines of business, including outdoor advertising and surety insurance, and also maintains investments in commercial real estate, residential homebuilding and banking businesses.
Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.
Contacts
Boston Omaha Corporation
Catherine Vaughan, 617-875-8911
cathy@bostonomaha.com