DEF 14A: Urban One Sets Date for Virtual 2024 Annual Stockholders Meeting, Outlines Key Proposals

Urban One announces its 2024 annual stockholders meeting will be held virtually on October 1, 2024, featuring proposals including director elections, executive compensation, and amendments to the equity incentive plan.

Summary

• Urban One will hold its 2024 annual stockholders meeting virtually on October 1, 2024, at 9:30 a.m. Eastern Time.
• Stockholders of record as of August 12, 2024, are entitled to vote.
• The meeting will address the election of directors, an advisory vote on executive compensation, and an amendment to the 2019 Equity and Performance Incentive Plan.
• The proposed amendment to the incentive plan includes correcting a typographical error and increasing the number of Class A and Class D shares available for issuance.
• Stockholders can vote by proxy, internet, or phone before September 30, 2024.
• The board recommends voting for all director nominees and proposals 3, 5, and 6.
• The board recommends a frequency of once every 3 years for future non-binding stockholder advisory votes on compensation awarded to our Named Executive Officers.
• The company has adopted a code of ethics that applies to all of its directors, officers and employees and meets the requirements of the rules of the SEC and the NASDAQ Stock Market.
• The company recognizes the importance of environmental, social and governance (ESG) matters in governance and in creating and sustaining long-term stockholder value.

Sentiment

Score: 6

Explanation: The document is neutral in tone, primarily focusing on procedural matters related to the annual meeting. The disclosure of material weaknesses in internal control is a negative factor, but the company's commitment to remediation and ESG initiatives provides some balance.

Positives

• The proposed amendment to the 2019 Equity and Performance Incentive Plan aims to correct a typographical error and align the plan with the company's historical practices.
• The company is committed to the remediation of the material weaknesses described above, as well as the continued improvement of the Company's internal control over financial reporting.
• The company recognizes the importance of environmental, social and governance (ESG) matters in governance and in creating and sustaining long-term stockholder value.
• The company has a diverse Board of Directors; Catherine L. Hughes, our Founder and Chairperson, is an African-American woman, and 4 of our 5 directors are minorities.
• The company has a code of ethics that applies to all of its directors, officers and employees and meets the requirements of the rules of the SEC and the NASDAQ Stock Market.

Negatives

• The company's management advised the committee of certain control deficiencies in the design and implementation of our internal control over financial reporting that constituted material weaknesses.
• The company did not have appropriately designed entity-level controls impacting the (1) control environment, (2) risk assessment procedures, (3) identification of control activities and (4) monitoring activities to prevent or detect material misstatements to the financial statements and assess whether the components of internal control were present and functioning.
• The Company has not sufficiently designed and maintained information technology general controls in the areas of user access, program change management and IT Operations for certain information technology systems that support the Company's financial reporting and other processes.
• Management did not have properly designed internal controls over its financial statement close process.
• Management did not have properly designed management review controls over matters that require significant judgment.
• Management did not have appropriately designed internal controls related to the approval of IT equipment purchases and the related recognition of this equipment as a fixed asset.

Risks

• Forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those forecasted.
• The company's success depends on attracting and maintaining a leadership team with the integrity, skills, and dedication needed to manage a dynamic organization and the vision to anticipate and respond to future market developments.
• The company operates in the intensely competitive media industry, which is characterized by rapidly changing technology, evolving industry standards, frequent introduction of new media services, price and cost competition, limited advertising dollars, and extensive regulation.
• Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.
• There is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.

Future Outlook

The company will provide annual updates to its ESG disclosures.

Industry Context

The company operates in the intensely competitive media industry, which is characterized by rapidly changing technology, evolving industry standards, frequent introduction of new media services, price and cost competition, limited advertising dollars, and extensive regulation.

Comparison to Industry Standards

• The company reviews the compensation paid to executives at other comparable media companies as a reference point for determining the competitiveness of our executive compensation.
• Our peer group of radio broadcasting companies includes Cox Radio, Inc., Audacy Communications Corp., and Saga Communications Inc.
• Given the diversity of our business, the compensation committee may review the compensation practices at companies with which it competes for talent, including television, cable, film, online, software and other publicly held businesses with a scope and complexity like ours.

Corporate Governance

Related Party Transactions

• Reach Media operates the Tom Joyner Foundations Fantastic Voyage (the Fantastic Voyage), a fund-raising event, on behalf of the Tom Joyner Foundation, Inc. (the Foundation), a 501(c)(3) entity.
• Alfred C. Liggins, President and Chief Executive Officer of Urban One, Inc., is a compensated member of the Board of Directors of Broadcast Music, Inc. (BMI), a performance rights organization to which the Company pays license fees in the ordinary course of business.

Stakeholder Impact

• Shareholders are asked to vote on key proposals that will impact the company's governance and executive compensation.
• Employees may be affected by changes to the equity incentive plan.
• The company's commitment to ESG matters may impact the communities it serves.

Next Steps

• Stockholders are encouraged to vote on the proposals before the deadline of September 30, 2024.
• Management is committed to the remediation of the material weaknesses described above, as well as the continued improvement of the Company's internal control over financial reporting.

Key Dates

Keywords

stockholders meeting, proxy statement, Urban One, directors, executive compensation, equity incentive plan, voting, shares, amendment, Ernst & Young