DEF: Urban One to Hold Virtual 2025 Annual Meeting, Proposes Reverse Stock Split

Urban One's 2025 annual meeting will be held virtually, with stockholders voting on director elections, a potential reverse stock split, and ratification of the company's independent auditor.

Summary

• Urban One, Inc. will hold its 2025 annual meeting of stockholders virtually on June 18, 2025, at 9:30 a.m. Eastern Time.
• Stockholders will vote on the election of directors, a proposed amendment to the company's Amended and Restated Articles of Incorporation to permit a reverse stock split of Class A and Class D Common Stock at a ratio between one-for-two and one-for-30, and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2025.
• The Board of Directors recommends voting in favor of all proposals.
• The record date for determining stockholders eligible to vote is April 21, 2025.
• As of April 21, 2025, there were 7,434,344 shares of Class A common stock and 2,861,843 shares of Class B common stock issued, outstanding and eligible to vote.
• The company's Class A common stock trades on the NASDAQ Stock Market under the symbol UONE and Class D common stock trades under the symbol UONEK.
• The company is addressing material weaknesses in its internal control over financial reporting.
• The company's Board of Directors dismissed Ernst & Young, LLP (EY) and appointed PricewaterhouseCoopers LLP (PwC) as independent registered public accounting firm to audit our financial statements for the year ending December 31, 2025.

Sentiment

Score: 6

Explanation: The document is neutral in tone, primarily conveying factual information about the upcoming annual meeting and proposals. The discussion of material weaknesses in internal control and the potential risks associated with the reverse stock split temper any positive sentiment.

Positives

• The Board of Directors is taking proactive steps to address potential listing compliance issues by proposing a reverse stock split.
• The company is committed to remediating material weaknesses in its internal control over financial reporting.
• The company has a diverse board of directors and workforce.
• The company actively engages in corporate citizenship and community service efforts.

Negatives

• The company has identified material weaknesses in its internal control over financial reporting.
• The company's Class D shares have traded under $1.00 per share at certain times over the last year.
• The company dismissed Ernst & Young, LLP (EY) and appointed PricewaterhouseCoopers LLP (PwC) as independent registered public accounting firm to audit our financial statements for the year ending December 31, 2025.

Risks

• If the reverse stock split is effected and the market price of our common stock declines, the percentage decline may be greater than would occur in the absence of a reverse stock split.
• There can be no assurance that the reverse stock split will result in any particular price for our common stock.
• The reverse stock split may result in some stockholders owning odd lots of less than 100 shares of common stock.
• The company has identified material weaknesses in its internal control over financial reporting.
• The company's Class D shares have traded under $1.00 per share at certain times over the last year.

Future Outlook

The company may issue additional shares of common stock in the future, which could dilute the ownership interest of current stockholders.

Management Comments

• Our Board of Directors intends to effect the proposed reverse stock split only if it believes that a decrease in the number of shares outstanding is likely to improve the trading prices for our Class A and Class D common stock, and only if the implementation of a reverse stock split is determined by the Board of Directors to be in the best interests of the Company and its stockholders.

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., Cumulus Media, Inc. and Saga Communications Inc.
• In addition, 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.

Related Party Transactions

• Reach Media operates the Tom Joyner Foundations Fantastic Voyage, a fund-raising event, on behalf of the Tom Joyner Foundation, Inc.
• Alfred C. Liggins, III, President and Chief Executive Officer of Urban One, Inc., was 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

• Stockholders will be impacted by the reverse stock split if it is implemented.
• Employees are subject to a code of ethics.
• The company actively engages with a myriad of community partners help to provide career fairs, food drives, back to school programs, voter registration drives, health fairs, and other worthwhile initiatives as part of the Companys community service efforts.

Next Steps

• Stockholders to vote on proposals at the annual meeting on June 18, 2025.
• Board of Directors to determine whether to implement the reverse stock split and, if so, at what ratio.
• Company to continue remediation efforts to address material weaknesses in internal control over financial reporting.

Key Dates

Keywords

Urban One, annual meeting, reverse stock split, directors, PricewaterhouseCoopers, proxy statement, stockholders, Class A common stock, Class D common stock, governance, compensation, audit committee