Urban One Inc.

10/02/2024 | Press release | Distributed by Public on 10/02/2024 14:29

Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders
The following proposals were submitted to the stockholders at the Urban One, Inc. (the "Company") 2024 Annual Meeting of Stockholders held on October 1, 2024 ("Annual Stockholders Meeting"):
The election of Terry L. Jones and Brian W. McNeill as Class A directors to serve until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified.
The election of Catherine L. Hughes, Alfred C. Liggins, III, B. Doyle Mitchell, Jr. and D. Geoffrey Armstrong as Class B directors to serve until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified.
The ratification of Ernst and Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
For more information about the foregoing proposals, see our proxy statement dated August 21, 2024, the relevant portions of which are incorporated herein by reference. To be elected, each Class A director nominee must receive the affirmative vote of a plurality of the votes cast by the holders of the Class A common stock. Each Class B director nominees are elected by the holders of Class A common stock and Class B common stock voting together as a single class but each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Members of our board of directors are elected by a plurality of votes cast. This means that the nominees that received the most votes cast were elected to the board, even if they did not receive a majority of votes cast. At the close of business on August 12, 2024, there were 8,655,770 outstanding shares of our Class A common stock and 2,861,843 outstanding shares of our Class B common stock. Accordingly, a total of 37,274,200 votes could be cast at the meeting. Class C and Class D common stock were not entitled to vote on any proposal presented at the meeting.
The number of votes cast for and against and the number of abstentions and non-votes with respect to each matter voted upon are set forth below:
Board of Director Election Results
Class A Director Nominee Votes For Votes Withheld Non-Votes
Terry L. Jones 1,560,716 621,494 3,083,167
Brian W. McNeill 1,561,093 621,117 3,083,167
Class B Director Nominee
Catherine L. Hughes 29,960,132 840,508 3,083,167
Alfred C. Liggins, III 29,870,006 930,634 3,083,167
B. Doyle Mitchell, Jr. 30,479,145 321,495 3,083,167
D. Geoffrey Armstrong 30,188,175 612,465 3,083,167
The six nominees were elected to the Board of Directors and will serve as directors until our next annual meeting or until their respective successors are elected and qualified.
Approval of 2023 Compensation Awarded to Named Executive Officers
The results of the voting were 30,195,222 votes for, 523,072 votes against, 82,346 abstentions, and 3,083,167 non-votes. The 2023 compensation awarded to Urban One's named executive officers, including potential bonus compensation paid to the named executive officers for the fiscal year ended December 31, 2023, was approved.
Frequency of Future Stockholder Advisory Votes Regarding Compensation Awarded to Named Executive Officers
The results of the voting were 28,970,819 votes for every three years, 850,572 votes for every two years, 970,602 votes for every one year and 8,647 abstentions. The frequency that received the highest number of votes (three years) was deemed to be the frequency selected by our stockholders.
Approval of amendment of the Urban One 2019 Equity and Performance Incentive Plan
The results of the voting included 29,848,230 votes for, 867,603 votes against, 84,807 votes abstained and 3,083,167 broker non-votes. The amendment and restatement of the Urban One 2019 Equity and Performance Incentive Plan was approved.
Ratification of Ernst and Young, LLP as Urban One's independent registered public accounting firm
The results of the voting included 33,683,977 votes for, 67,579 votes against and 132,251 votes abstained. The appointment was ratified.