8-K

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

May 23, 2024

Date of report (Date of earliest event reported)

NUVERA COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Minnesota	0-3024	41-0440990
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

27 North Minnesota Street

New Ulm, MN 56073

(Address of principal executive offices, including zip code)

(507) 354-4111

(Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act: None

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))

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.   £

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

The Annual Meeting of Shareholders of Nuvera Communications, Inc. (“Nuvera” or the “Company”) was held virtually on May 23, 2024, via live webcast at www.virtualshareholdermeeting.com/NUVR2024. Proxies representing 3,347,158 shares, or 65.20% of the 5,133,207 outstanding shares entitled to vote were present at the Annual Meeting, constituting a quorum. The shareholder voting results for the election of three directors and the other matter submitted to shareholders are as follows:

Proposal 1. Three directors were elected to serve until the 2027 Annual Meeting and until the election and qualification of their respective successors, as follows:

Nominees	Votes For	Votes Withheld	Broker Non-Votes
Dennis E. Miller	2,152,889	216,680	977,589
Wesley E. Schultz	2,043,659	325,910	977,589
Suzanne M. Spellacy	2,151,619	217,950	977,589

Proposal 2. Shareholders ratified the appointment of Olsen, Thielen & Company, Ltd. as the Company’s independent registered public accounting firm for the 2024 fiscal year, as follows:

Votes For	Votes Against	Abstentions
3,294,671	39,314	13,173

Item 8.01 – Other Events.

On May 23, 2024, Nuvera announced that Perry Meyer, the chair of its Board of Directors, is retiring from the leadership role and transitioning to board member. The Nuvera Board of Directors has unanimously elected board member James Seifert as chair, effective immediately.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit	Description
99.1	Nuvera Communications, Inc. press release dated May 23, 2024, announcing the change in the chair of its Board of Directors.

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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.

Date:  May 28, 2024	Nuvera Communications, Inc.
	By:	/s/Curtis Kawlewski
		Curtis Kawlewski
	Its:	Chief Financial Officer

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EX-99

EXHIBIT 99.1

 

Perry Meyer to Retire as Nuvera Board Chair; New Ulm Native and Business Leader, James Seifert Elected Incoming Chair 

New Ulm, Minnesota May 23, 2024 – Nuvera Communications, Inc., a diversified communications company, announced today that Perry Meyer, the chair of its Board of Directors, is retiring from the leadership role and transitioning to board member. 

The Nuvera Board of Directors has unanimously elected board member James Seifert as chair, effective immediately.

“As I begin my 30^th year on the Nuvera Board of Directors, I’ve never been more optimistic about our company’s future,” said Perry Meyer, Nuvera Board of Directors. “I’m proud our employees are rebuilding Nuvera from the ground up with the Gig Cities Fiber project, and our board has elected an outstanding new chair, James Seifert.”

Mr. Meyer has served on the Nuvera Board of Directors since 1995 and as board chair since 2016, he will continue to serve as a board member and as a member of the Audit and Governance/Nominating Committees.

“On behalf of the board, I want to recognize Perry for the significant contributions he’s made to Nuvera,” said Suzanne Spellacy, Chair of Nuvera’s Corporate Governance/ Nominating Committees. “During Perry’s tenure as chair, he helped continue our commitment to financial discipline, led the transition to a new CEO for the first time in 35+ years, and began transforming our company for the future with the Nuvera Gig Cities fiber project.”

Since joining the Nuvera Board of Directors in 2017, incoming Board Chair James Seifert has brought a deep understanding of business strategy, planning and public company governance. His professional experience in technology and innovation provides valuable insights that complement the board’s overall strengths.

"As a New Ulm native, I feel especially honored to take on the role of board chair at such an exciting time in Nuvera’s history, and I look forward to continuing to work closely with Perry Meyer during the transition," said Board Chair James Seifert, "I am confident in Nuvera’s future as a leading digital connection and technology provider for our valued customers and their communities. Nuvera has the right team to boldly embrace a rapidly changing future while never losing focus on the human side of what we do.”

During his time on the Board Mr. Seifert has served on the Nuvera’s Corporate Governance, Nominating, and Audit Committees.  Mr. Seifert also served as Chair of the CEO Succession Planning Committee in 2019 and Ad-Hoc Long-Term Strategy Committee in 2021. Mr. Seifert is a shareholder at the law firm Fafinski, Mark & Johnson, where he is in the General Corporate & Business and Mergers & Acquisitions groups. Prior to that role, he served as Executive Vice President, General Counsel, and Corporate Secretary for Ecolab, a Fortune 200 company.

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Following Nuvera’s Annual Meeting of Shareholders, the Nuvera Board of Directors nominates board members for officer positions. The Board unanimously selected
Mr. Seifert as board chair. To read more about Nuvera’s governance procedures and guidelines, go to Nuvera.net.

About Nuvera

Nuvera Communications is a leading Minnesota broadband provider headquartered in New Ulm, Minnesota. Nuvera’s state-the-art fiber network provides reliable and affordable residential internet service through both fiber-to-the neighborhood and newly expanding Gig-speed fiber-to-the-home services. Nuvera also provides business services including fiber internet, voice, hosting and managed services. Nuvera serves residents and businesses in New Ulm, Arlington, Dassel, Glencoe, Goodhue, Hector, Hutchinson, Litchfield, Prior Lake, Redwood Falls, Elko New Market, Savage, Sleepy Eye, Springfield and surrounding communities. Nuvera also serves customers in Aurelia, Iowa. Nuvera is a Fiber Minnesota partner which cooperatively enables connectivity for multi-location business customer locations, wireless towers and network connectivity connectively to major internet connection transport points. Nuvera Communications, Inc., is a publicly held corporation. For more information about Nuvera or to purchase stock, visit http://www.nuvera.net/investors.

Forward Looking Statements

From time to time, in reports filed with, or furnished to the United States Securities and Exchange Commission, in press releases, and in other communications to shareholders or the investing public, we may make forward-looking statements concerning possible or anticipated future financial performance, business activities or plans. These statements generally are identified by the words “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “may,” “will,” “would,” “seeks,” “targets,” “continues,” “should,” “will be,” “will continue,” or similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements of Nuvera and its subsidiaries to be different from those expressed or implied in the forward-looking statements.

For these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the federal securities laws. Shareholders and the investing public should understand that these forward-looking statements are subject to risks and uncertainties that could affect our actual results and cause actual results to differ materially from those indicated in the forward-looking statements.

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These risks and uncertainties may include, but are not limited to:

●         our decision to actively build and deploy the largest infrastructure project in our company history through the Nuvera Gig Cities™ project construction that we first announced in December 2021;

●          our ability to attract and retain customers in our service areas, including the areas serviced by our fiber initiative;

●          our ability to finance the deployment of our ongoing infrastructure project and meet our liquidity and capital needs;

●          our ability to declare cash dividends in the near-future in light of our commitment to actively build and deploy our largest infrastructure project and support

●          our current debt structure may change due to increases in interest rates or our ability to comply with lender loan covenants or any decision we may make to seek additional debt capital;

●          elimination of, or changes in the structure or level of, federal or state governmental network support we receive;

●          unfavorable general economic conditions that could negatively affect our operating results;

●          possible customer payment defaults:

●          possible future substantial regulatory change and increased competition;

●          our possible pursuit of acquisitions could be expensive or unsuccessful;

●          we may not accurately predict technological trends or the success of new products

●          a failure in our operational systems or infrastructure could affect our operations;

●          data security breaches to us or our customers; and

●          possible replacement or turnover of management or key personnel.

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XML

Document And Entity Information	May 23, 2024
Document Information Line Items
Entity Registrant Name	NUVERA COMMUNICATIONS, INC.
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0000071557
Document Period End Date	May 23, 2024
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	MN
Entity File Number	0-3024
Entity Tax Identification Number	41-0440990
Entity Address, Address Line One	27 North Minnesota Street
Entity Address, City or Town	New Ulm
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	56073
City Area Code	507
Local Phone Number	354-4111
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false