Urban One Inc.

06/23/2025 | Press release | Distributed by Public on 06/23/2025 09:29

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") 2025 Annual Meeting of Stockholders held on June 18, 2025 ("Annual Stockholders Meeting"):
The election of Terry L. Jones and Brian W. McNeill as Class A directors to serve until the 2026 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 2026 annual meeting of stockholders or until their successors are duly elected and qualified.
Approval of an amendment to our Amended and Restated Articles of Incorporation to permit us to effect a reverse stock split of our outstanding Class A and Class D Common Stock, at a ratio within a range between one-for-two and one-for-30, subject to and as determined by a committee appointed by our Board of Directors.
The ratification of the appointment of PricewaterhouseCoopers LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
For more information about the foregoing proposals, see our proxy statement dated April 28, 2025, 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 April 21, 2025 there were 7,434,344 outstanding shares of our Class A common stock and 2,861,843 outstanding shares of our Class B common stock. Accordingly, a total of 36,052,774 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 1,045,194 639,548 2,501,618
Brian W. McNeill 1,044,372 640,370 2,501,618
Class B Director Nominee
Catherine L. Hughes 29,703,878 599,294 2,501,618
Alfred C. Liggins, III 29,777,736 525,436 2,501,618
B. Doyle Mitchell, Jr. 30,016,509 286,663 2,501,618
D. Geoffrey Armstrong 30,012,533 290,639 2,501,618
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 amendment of the Amended and Restated Articles of Incorporation to permit us to effect a reverse stock split
The results of the voting included 31,748,434 votes for, 1,047,681 votes against, and 8,675 votes abstained. The amendment and restatement of the Amended and Restated Articles of Incorporation to permit us to effect a reverse stock split Plan was approved.
Ratification of PricewaterhouseCoopers LLP as Urban One's independent registered public accounting firm
The results of the voting included 32,621,107 votes for, 126,251 votes against, and 57,432 votes abstained. The appointment was ratified.
Urban One Inc. published this content on June 23, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on June 23, 2025 at 15:30 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]