false 0000071557 0000071557 2025-05-22 2025-05-22

 

 

 

Date of report (Date of earliest event reported)

 

(Exact name of registrant as specified in its charter)

 

 

(Address of principal executive offices, including zip code)

 

(Registrant's telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

 

☐ 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))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§230.12b-2 of this chapter). Emerging growth company Yes ☐

 

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. ☐

 

 

 

 

On May 22, 2025, Nuvera Communications, Inc. (the “Company”) issued a press release announcing that its Vice President, Chief Operating Officer and Secretary Barbara A.J. Bornhoft is retiring from the Company at the time of the Company’s 2025 Annual Meeting of Shareholders on May 22, 2025.

 

A copy of the Company’s press release announcing Barbara Bornhoft retirement is attached as Exhibit 99.1.

 

Item 5.07 – Submission of Matters to a Vote of Security Holders

 

Nuvera’s Annual Meeting of Shareholders was held on May 22, 2025, virtually via live webcast at www.virtualshareholdermeeting.com/NUVR2025. Proxies representing 3,326,507 shares, or 64.24% of the 5,178,176 outstanding shares entitled to vote were present at the Annual Meeting, which constituted a quorum. The shareholder voting results for the election of three directors, and the three other matters submitted to shareholders are as follows:

 

Proposal 1. Three directors were elected to serve until the 2028 Annual Meeting and until the election and qualification of their respective successors, as follows:

 

 

Proposal 2. Shareholders ratified the appointment of Olsen, Thielen & Company, Ltd. as the Company’s independent registered public accounting firm for the 2025 fiscal year, as follows:

 

 

Proposal 3. Shareholders approved the Company’s executive compensation, as follows:

 

 

Proposal 4. Shareholders voted on the frequency of future shareholder advisory votes on executive compensation, as follows:

 

 

 

Consistent with the recommendation of the Board of Directors and the vote of the shareholders, the Corporation will continue to include an advisory vote on executive compensation in its proxy materials every three years. This policy will remain in effect until the next required vote on the frequency of such advisory votes.

 

 

(d) Exhibits

 

 

 

 

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.