Document

Broker Non-Votes



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 Date of report (Date of earliest event reported): June 3, 2019 (May 29, 2019) ________________________________________________________ Townsquare Media, Inc. (Exact name of registrant as specified in its charter) ________________________________________________________
Delaware (State or other jurisdiction of incorporation or organization)	333-197002 (Commission File Number)	27-1996555 (I.R.S. Employer Identification No.)
________________________________________________________ 240 Greenwich Avenue Greenwich, Connecticut 06830 (Address of Principal Executive Offices, including Zip Code) (203) 861-0900 (Registrant's telephone number, including area code) Not applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 435 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 (17CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	TSQ	The New York Stock Exchange

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 (§240.12b-2 of this chapter).

Emerging growth company x

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. x

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 29, 2019, Townsquare Media, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). As of the record date of April 5, 2019, there were 14,313,844 shares of Class A common stock (each entitled to one vote per share) and 3,011,634 shares of Class B common stock (each entitled to ten votes per share) outstanding and entitled to notice of and to vote at the Annual Meeting. The matters voted upon at the Annual Meeting and the results of the voting are set forth below (expressed in number of votes).

Proposal 1 - Election of Directors

Stockholders approved the reelection of Steven Price, Gary Ginsberg and David Quick, each to serve as a director for a three-year term expiring at the 2022 Annual Meeting of Stockholders (and until his successor is duly elected and qualified). The voting results for this proposal were as follows:



	For	Withhold	Broker Non-Votes
Steven Price	32,739,743	2,879,640	3,470,348
Gary Ginsberg	32,595,439	3,023,944	3,470,348
David Quick	32,797,147	2,822,236	3,470,348

Proposal 2 - Stockholder Proposal Requesting That the Company Initiate the Appropriate Process to Adopt a Majority Voting Standard in Uncontested Director Elections

Stockholders rejected a stockholder proposal requesting that the Company initiate the appropriate process to adopt a majority voting standard in uncontested director elections. The voting results were as follows:

Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm

Stockholders ratified the appointment of RSM US LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2019. The voting results were as follows:



For	Against	Abstain
37,705,498	1,297,144	87,089

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.



		TOWNSQUARE MEDIA, INC.

	By:	/s/ Stuart Rosenstein
		Name: Stuart Rosenstein
		Title: Executive Vice President and Chief Financial Officer

Date: June 3, 2019