UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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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”) 2022 Annual Meeting of Stockholders held on June 14, 2022 (“Annual Stockholders Meeting”):
The election of Terry L. Jones and Brian W. McNeill as Class A directors to serve until the 2023 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 and D. Geoffrey Armstrong as directors to serve until the 2023 annual meeting of stockholders or until their successors are duly elected and qualified.
The ratification of BDO USA LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.
For more information about the foregoing proposals, see our proxy statement dated April 29, 2022, 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 14, 2022, there were 9,104,916 shares outstanding shares of our Class A common stock and 2,861,843 outstanding shares of our Class B common stock. Accordingly, a total of 37,723,346 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 | ||||||
Votes | Non- | |||||
Class A Director Nominee | Votes For | Withheld | Votes | |||
Terry L. Jones | 697,048 | 526,236 | 4,022,726 | |||
Brian W. McNeill | 731,563 | 491,721 | 4,022,726 | |||
Class B Director Nominee | ||||||
Catherine L. Hughes | 29,049,939 | 791,775 | 4,022,726 | |||
Alfred C. Liggins, III | 29,052,002 | 789,712 | 4,022,726 | |||
B. Doyle Mitchell | 29,595,757 | 245,957 | 4,022,726 | |||
D. Geoffrey Armstrong | 29,592,938 | 248,776 | 4,022,726 | |||
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.
Ratification of BDO USA LLP as Urban One's independent registered public accounting firm
The results of the voting included 33,761,823 votes for, 57,525 votes against and 43,154 votes abstained. The appointment was ratified.
ITEM 8.01. Other Information
On June 14, 2022, the Company noted that on June 13, 2022 it announced it had signed a definitive asset purchase agreement with Emmis Communications to purchase its Indianapolis Radio Cluster. Under the terms of the agreement, Urban One will acquire WYXB (B105.7FM), WLHK (97.1FM), WIBC (93.1FM), translators W228CX and W298BB (The Fan 93.5FM and 107.5FM), and Network Indiana. The Company noted that the transaction price was $25 million and that the transaction would be accretive to earnings.
In anticipation of the transaction, the Company will sell its WHHH station along with the intellectual property related to WNOW to a third party. Both the acquisition and disposition are subject to Federal Communications Commission (“FCC”) approval and other customary closing conditions, anticipated in the third quarter of 2022. Emmis will continue to operate its stations and Urban One will continue to operate WHHH until the transaction closes.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
URBAN ONE, INC. | |
June 17, 2022 | /s/ Peter D. Thompson |
Peter D. Thompson | |
Chief Financial Officer and Principal Accounting Officer |