BEASLEY BROADCAST GROUP INC
For the period ended Jun 30, 2024. Filed Aug 14, 2024.
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Jun 30, 2024 · Filed Aug 14, 2024
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Item 5. Other Information
During the three months ended June 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1
trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Employment Agreement of Bruce G. Beasley
On August 14, 2024, Bruce G. Beasley was appointed as Vice Chair of the Board of Directors (the “Board”) of the Company. Mr. Bruce Beasley will continue in his role as President of the Company.
In connection with his appointment as Vice Chair, the Company entered into an amended and restated employment agreement with Mr. Bruce Beasley, effective as of August 14, 2024 (the “Employment Agreement”), which amends and restates his prior employment agreement with the Company, dated as of September 20, 2021, with the following changes:
Revises the term of the Employment Agreement to an initial term that expires on July 1, 2027, subject to renewal for successive one-year periods upon mutual agreement of the Company and Mr. Bruce Beasley in writing;
Provides for an annual base salary of $400,000, effective as of August 1, 2024, and eligibility to earn a discretionary annual bonus in an amount, if any, determined by the Compensation Committee of the Board;
Removes his entitlement to a monthly car allowance; and
Revises a portion of the cash severance payable upon a termination due to his death or disability, by the Company without cause or due to his resignation for good reason (a “Qualifying Termination”) that occurs in connection with or within two years following a change in control to match two times his base rate of pay in effect prior to the amendment and restatement, subject to the terms of the Employment Agreement.
The foregoing summary of the Employment Agreement does not purport to be complete and is qualified by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Employment Agreements of Caroline Beasley and Brian E. Beasley
On August 14, 2024, each of Caroline Beasley, the Company’s Chief Executive Officer, and Brian E. Beasley, the Company’s Chief Operating Officer, entered into a letter agreement with the Company (each, a “Letter Agreement”) pursuant to which each agreed to extend the term of her or his respective employment agreement with the Company for an additional three-year term expiring on July 1, 2027. In connection with such extension, a portion of the cash severance payable under the applicable employment agreement was revised such that, upon a Qualifying Termination, each of Ms. Caroline Beasley and Mr. Brian Beasley will be entitled to receive, in addition to any other amounts provided under their respective employment agreements, her or his annual base salary (as such term is defined in the applicable employment agreement) until July 1, 2027 or for one year, whichever is greater.
The foregoing summary of the Letter Agreements does not purport to be complete and is qualified by reference to the full text of the Letter Agreements, which are filed as Exhibit 10.2 and Exhibit 10.3 hereto and incorporated herein by reference.
Restricted Stock Unit Grants
In connection with entering into the Employment Agreement and the Letter Agreements, on August 14, 2024, Mr. Bruce Beasley, Ms. Caroline Beasley and Mr. Brian Beasley were each granted restricted stock units under the Company’s 2007 Equity Incentive Award Plan in the following amounts: Mr. Bruce Beasley (162,500), Ms. Caroline Beasley (450,000) and Mr. Brian Beasley (380,000). A portion of each award of restricted stock units was vested on the grant date, and the remainder will vest in equal installments on each of June 30, 2025, 2026 and 2027, subject to the executive’s continued service with the Company through each such vesting date and accelerated vesting of a pro-rata portion of the restricted stock units in the event of the executive’s termination due to death or disability.
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