ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCXIPAL OFFICERS; ELECTION OF DIRECTORS;


            APPOINTMENT OF PRINCIPAL OFFICERS

On August 11, 2022, pursuant to the Amended and Restated Voting and First Refusal Agreement dated May 26, 2017 by and among Boston Omaha Corporation (the "Company"), Boulderado Partners, LLC and Magnolia Capital Fund, LP, the Class B common stockholders re-elected each of Alex B. Rozek and Adam K. Peterson as a Class B director to sit on the Company's Board of Directors. This action was taken by means of an action by unanimous written consent of the holders of Class B common stock in lieu of a special meeting.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company's 2022 Annual Meeting of Stockholders, held on Saturday, August 13, 2022, the stockholders of the Company voted as set forth below on the following proposals. Each of these proposals is described in detail in the Company's Proxy Statement as filed with the Commission on June 28, 2022 (the "Proxy Statement").

Proposal No. 1 Election of Directors

The following nominees were elected as directors, each to serve a term of one year or until their successors are duly elected and qualified, by the vote set forth below:



Nominee            Votes Cast For Votes Withheld Broker Non-Votes

Bradford B. Briner 22,891,439.49 1,135,479.77 4,204,520 Brendan J. Keating 22,844,834.49 1,182,084.77 4,204,520 Frank H. Kenan II 21,839,310.49 2,187,608.77 4,204,520 Jeffrey C. Royal 21,841,933.49 2,184,985.77 4,204,520 Vishnu Srinivasan 21,841,085.49 2,185,833.77 4,204,520

Proposal No. 2 Ratification of Independent Registered Public Accounting Firm

The appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified by the vote set forth below:

Votes Cast For Votes Cast Against Number of Abstentions Broker Non-Votes 28,217,265.49 9,145

              5,028.77              -

Proposal No. 3 Advisory Vote regarding Named Executive Officer Compensation

The compensation of the Company's named executive officers as disclosed in the Proxy Statement was approved in an advisory vote, as set forth below:

Votes Cast For Votes Cast Against Number of Abstentions Broker Non-Votes 21,789,714.20 233,131

            60,757.06             4,204,520

Proposal No. 4 Approval of 2022 Long-Term Incentive Plan

The approval of the 2022 Long-Term Incentive Plan was approved as set forth below:

Votes Cast For Votes Cast Against Number of Abstentions Broker Non-Votes 21,788,868.49 2,208,353 29,697.77

             4,204,520

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