DEF: Reservoir Media Schedules 2025 Annual Stockholder Meeting to Address Director Elections and Auditor Ratification

Reservoir Media, Inc. has announced its 2025 Annual Meeting of Stockholders will be held virtually on August 7, 2025, to elect Class I Directors and ratify the appointment of Deloitte & Touche LLP as its independent accounting firm.

Summary

• Reservoir Media, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on August 7, 2025, at 12:00 p.m. Eastern Time, accessible via www.virtualshareholdermeeting.com/RSVR2025.
• Stockholders will vote on two key proposals: the election of three Class I Directors (Ms. Helima Croft, Mr. Neil de Gelder, and Mr. Rell Lafargue) and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2026.
• The record date for stockholders entitled to vote at the Annual Meeting is June 13, 2025, with 65,471,377 shares of common stock outstanding as of this date.
• The company emphasizes its commitment to providing proxy materials electronically to reduce environmental impact and costs, while also offering paper copies upon request.
• Detailed information on corporate governance, board structure, committee responsibilities, executive compensation, and related party transactions is provided.
• The Board of Directors unanimously recommends voting 'FOR' the election of the Class I Director nominees and 'FOR' the ratification of Deloitte & Touche LLP.

Sentiment

Score: 7

Explanation: The document is a routine proxy statement detailing corporate governance, director elections, and executive compensation. It presents a positive image of the company's governance practices, diversity initiatives, and employee relations, without containing any significant negative financial or operational news. The tone is informative and compliant, typical for this type of filing.

Positives

• The company is the first female-founded and led publicly traded independent music company in the United States, with 40% female senior leadership.
• Strong corporate governance framework includes an independent Board Chair and independent chairs for the Audit, Compensation, and Nominating & Corporate Governance Committees.
• The Board has adopted a Clawback Policy for incentive compensation, aligning with SEC and Nasdaq requirements, effective October 2, 2023.
• Stock Ownership and Retention Guidelines were amended in October 2023, requiring Non-Employee Directors to maintain ownership equal to five times their annual cash retainer, with all current Non-Employee Directors in compliance.
• The company demonstrates a commitment to corporate responsibility, including environmentally conscious practices, fostering an inclusive culture, and managing its business responsibly.
• Human capital management objectives focus on attracting, developing, and retaining personnel, fostering community, collaboration, and creativity among employees.
• The company reported excellent relations with its approximately 100 employees worldwide as of March 31, 2025.

Risks

• The classified Board of Directors, divided into three classes with staggered three-year terms, may delay or prevent a change of the company's management or a change in control.

Future Outlook

The document primarily focuses on procedural matters for the upcoming 2025 Annual Meeting, including the election of Class I Directors for terms expiring at the 2028 annual meeting and the ratification of the independent accounting firm for the fiscal year ending March 31, 2026. It also outlines future deadlines for stockholder proposals for the 2026 Annual Meeting.

Management Comments

• "We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of Reservoir Media, Inc."
• "Thank you for your ongoing support of and continued interest in Reservoir Media, Inc. We look forward to your participation at the Annual Meeting."

Industry Context

Reservoir Media, Inc. operates in the music industry, specifically as a music publishing and record label company. The document highlights its unique position as the first female-founded and led publicly traded independent music company in the United States. Its business involves overseeing copyrights, international and domestic expansion efforts, and acquisitions of music catalogs and record labels, indicating an active role in the evolving music rights and content landscape.

Corporate Governance

Related Party Transactions

• The company has entered into indemnification agreements with each of its Directors, Executive Officers, and certain other key employees, providing indemnification to the fullest extent permitted by Delaware law and advancing expenses incurred in legal proceedings.
• A written policy on transactions with related parties has been adopted, requiring Audit Committee review and approval for transactions exceeding $120,000 involving Executive Officers, Directors, 5% beneficial owners, or their immediate family members.

Stakeholder Impact

• **Shareholders**: Invited to participate in the virtual Annual Meeting, vote on key governance proposals (director elections, auditor ratification), and access proxy materials online. The classified board structure may impact their ability to effect rapid changes in control. Director stock ownership guidelines aim to align interests.
• **Employees**: The company employs approximately 100 persons worldwide and focuses on attracting, developing, and retaining personnel, fostering an inclusive and safe workplace, and providing opportunities for career advancement. Certain non-domestic employees are covered by national labor agreements. The company highlights 40% female senior leadership.
• **Artists/Songwriters**: The company's success is rooted in its relationships and commitment to its roster of talent, supporting songwriters and artists representing diverse society.
• **Environment**: The company is committed to being an environmentally conscious corporate citizen, encouraging recyclable/sustainable materials, utilizing green manufacturers, minimizing reliance on physical assets, engaging in clean-energy solutions, and reducing its carbon footprint through electronic royalty distributions and centralized web platforms.

Next Steps

• Stockholders are encouraged to vote on the election of three Class I Directors and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for FY2026.
• The 2025 Annual Meeting of Stockholders will be held virtually on August 7, 2025.
• The company will announce preliminary voting results at the Annual Meeting and disclose final results on a Current Report on Form 8-K filed with the SEC within four business days after the meeting.
• Class II Directors' terms will expire at the annual meeting in 2026, and Class III Directors' terms will expire at the annual meeting in 2027.
• Stockholders wishing to include proposals in the proxy materials for the 2026 Annual Meeting must submit them by February 27, 2026.
• Stockholder nominations for Director or other business proposals not included in the company's proxy statement for the 2026 Annual Meeting must be submitted between April 9, 2026, and May 9, 2026.
• Stockholders intending to solicit proxies for Director nominees other than the company's nominees must provide notice by June 8, 2026.

Key Dates

Recommendation

Keywords

Reservoir Media, Proxy Statement, Annual Meeting, Corporate Governance, Director Election, Auditor Ratification, Executive Compensation, SEC Filing, Music Company, RSVR, Board of Directors, Shareholder Meeting