SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material URBAN ONE, INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee paid previously with preliminary materials. [ ] Fee computed Urban One, Inc.(Rule 14a-101)INFORMATION REQUIRED IN PROXY STATEMENTSCHEDULE 14A INFORMATION
the Securities Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ ☐ ☑ ☐ ☐ Pursuant to Rule 14a-11(c) or Rule 14a-12under §240.14a-12 ☐ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transactionpursuant toon table in exhibit required by Item 25(b) per Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculatedRules 14a6(i)(1) and state how it was determined):0-11. (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials.☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.(1) Amount previously paid:(2) Form, schedule or registration statement no.:(3) Filing party:(4) Date filed:1
1010 Wayne Avenue, 14th Floor
Silver Spring, Maryland 20910
301-429-3200
PLEASE NOTE THAT THE 20212022 ANNUAL STOCKHOLDERS MEETING WILL
BE TELEPHONIC WITH NO PHYSICAL LOCATION.
THE
ENTERING THE ACCESS CODE
April 30, 2021
Dear Fellow Stockholder:
You are cordially invited to attend the 20212022 annual meeting of stockholders of Urban One, Inc. (“Urban One”), to be held on Wednesday,Tuesday, June 23, 202114, 2022 at 9:30 a.m. Eastern Time. There will not be a physical meeting location. The 20212022 annual meeting can be accessed by calling toll free (844) 291-6362 877-336-4440 and entering the access code 9323973 2955737 at the prompt. You will be able to listen to the meeting live and submit questions during the question and answer period. You will be voting online prior to the meeting by following the instructions on your proxy card. We encourage you to allow ample time for dial-in prior to the call. Please note that you will not be able to attend the meeting in person.
A replay of the 20212022 annual meeting will be available from 12:30 p.m. EDT on June 23, 202114, 2022 until 12:00 a.m. on EDT on June 26, 2021.17, 2022. Callers may access the replay by calling (866) 207-1041866-207-1041; international callers may dial direct (402) 970-0847402-970-0847. The replay access code is 58962818581949. Access to live audio and a replay of the conference call will also be available on Urban One’s corporate website at www.urban1.com. The replay will be made available on the website for seven days after the 20212022 annual meeting.
Prior to the meeting, the Class A and Class B stockholders will be asked to vote on several proposals, all of which are described in detail in the attached proxy statement. Also made available are Urban One’s Annual Report on Form 10-K for the year ended December 31, 20202021 and, if you are a holder of Class A or Class B common stock, a proxy card.
If you are a Class A or Class B stockholder, it is important that your shares be represented and voted at the meeting. Thus, we are offering you three voting methods apart from in person attendance: (i) by proxy; (ii) by internet voting; and (iii) by phone voting.
If you choose to vote by proxy, after reading the attached proxy statement, please complete, sign, date and promptly return the proxy card in the enclosed self-addressed envelope. No postage is required if it is mailed in the United States.
In light of the unique circumstances of the global pandemic, your cooperation in promptly returning your completed proxy card is greatly appreciated.In addition to voting by proxy, you may use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 22, 2021.13, 2022. Online voting is available at www.proxyvote.com. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
Similarly, you may vote by phone by dialing (800) 690-6903. 1-800-690-6903.Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 22, 2021.13, 2022. Have your proxy card in hand when you call and then follow the instructions.
We look forward to your telephonic attendance at the annual meeting.
| |
| Sincerely, |
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| Alfred C. Liggins, III |
| Chief Executive Officer |
URBAN ONE, INC.
1010 Wayne Avenue, 14th Floor
Silver Spring, Maryland 20910
301-429-3200
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 23, 2021
9:30 a.m.
THE ANNUAL MEETING WILL BE HELD VIRTUALLY.
THERE WILL NOT BE A PHYSICAL LOCATION FOR THE ANNUAL MEETING.
THE 2022 ANNUAL MEETING CAN BE ACCESSED BY CALLING TOLL FREE 877-336-4440 AND
ENTERING THE ACCESS CODE 2955737 AT THE PROMPT.
NOTICE IS HEREBY GIVEN
that theA replay of the 20212022 annual meeting will be available from 12:30 p.m. EDT on June 23, 202114, 2022 until 12:00 a.m. EDT on June 26, 2021.17, 2022. Callers may access the replay by calling (866) 207-1041866-207-1041; international callers may dial direct (402) 970-0847402-970-0847. The replay access code is 58962818581949. Access to live audio and a replay of the conference call will also be available on Urban One’s corporate website at www.urban1.com. The replay will be made available on the website for seven days after the 20212022 annual meeting.
The 20212022 annual meeting of the stockholders is being held to consider and act upon the following matters:
| (1) | 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. |
| (2) | The election of Catherine L. Hughes, Alfred C. Liggins, III, D. Geoffrey Armstrong and B. Doyle Mitchell as directors to serve until the 2023 annual meeting of stockholders or until their successors are duly elected and qualified. |
| (3) | The ratification of the appointment of BDO USA, LLP as the independent registered public accounting firm for Urban One for the year ending December 31, 2022. |
| (4) | The transaction of such other business as may properly come before the 2022 annual meeting or any adjournment thereof. |
At this time, the Board of Directors is not aware of any other business that will be presented for consideration at the 20212022 annual meeting.
The Board of Directors Unanimously recommends that the Stockholders Vote “For” each of Proposals 1, 2, 3, 5 and 63 to be presented at the Annual Meeting.
Only Class A and Class B stockholders of record at the close of business on April 26, 202114, 2022 will be entitled to vote at the 20212022 annual meeting or any adjournment thereof. A list of stockholders entitled to vote at the 20212022 annual meeting will be available for inspection by any stockholder, for any reason germane to the meeting, during ordinary business hours during the ten days prior to the meeting at Urban One’s offices at 1010 Wayne Avenue, Silver Spring, Maryland 20910. If you wish to view the list of stockholders, please contact Karen Wishart, Urban One’s Assistant Secretary, at (301) 429-3200.
We hope that you will be able to attend the 20212022 annual meeting telephonically. However, whether or not you plan to attend, if you are a holder of Class A or Class B common stock, please vote by completing, dating, signing, and returning the enclosed proxy card promptly to ensure that your shares are represented at the meeting. As noted above, you may also vote by internet or by phone by following the instructions on your proxy card.
| |
| By Order of the Board of Directors, |
|
|
| Karen Wishart |
| Assistant Secretary |
| |
Dated: April 29, 2022 | |
URBAN ONE, INC.
1010 Wayne Avenue, 14th Floor
Silver Spring, Maryland 20910
301-429-3200
PROXY STATEMENT FOR 20212022 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 23, 2021
9:30 a.m.
THE ANNUAL MEETING WILL BE HELD VIRTUALLY.
PROXY STATEMENT
In this proxy statement, Urban One, Inc. is referred to as “we,” “us,” “our,” “Urban One” or “the Company.”
The Board of Directors of Urban One, Inc., a Delaware corporation (“Urban One”) is soliciting your proxy with this proxy statement. Your proxy will be voted at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday,Tuesday, June 23, 202114, 2022 at 9:0030 a.m. Eastern Time.
The 20212022 annual meeting can be accessed by calling toll free (844) 291-6362 877-336-4440 and entering the access code 93239732955737 at the prompt. You will be able to listen to the meeting live and submit questions during the question and answer period. You will be voting online prior to the meeting by following the instructions on your proxy card. We encourage you to allow ample time for dial-in prior to the call. Please note that you will not be able to attend the meeting in person.
A replay of the 20212022 annual meeting will be available from 12:30 p.m. EDT June 23, 202114, 2022 until 12:00 a.m. EDT on June 26, 2021.17, 2022. Callers may access the replay by calling (866) 207-1041866-207-1041; international callers may dial direct (402) 970-0847402-970-0847. The replay access code is 58962818581949. Access to live audio and a replay of the conference call will also be available on Urban One’s corporate website at www.urban1.com. The replay will be made available on the website for seven days after the 20212022 annual meeting.
This Proxy Statement and Urban One’s Annual Report to Stockholders are first being made available to stockholders on or about April 30, 2021.
QUESTIONS AND ANSWERS ABOUT THIS ANNUAL MEETING
Q: Why did I receive this proxy statement?
You received this proxy statement because our Board of Directors is soliciting your proxy to vote at our annual meeting of stockholders (including any adjournment or postponement of the annual meeting). The annual meeting will be held on Wednesday,Tuesday, June 23, 202114, 2022 at 9:30 a.m. Eastern Time.
Q: What am I voting on?
You are being asked to consider and vote on the following:
| (1) | 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 (Proposal 1); |
| (2) | The election of Catherine L. Hughes, Alfred C. Liggins, III, D. Geoffrey Armstrong and B. Doyle Mitchell as directors to serve until the 2023 annual meeting of stockholders or until their successors are duly elected and qualified (Proposal 2); |
| (3) | The ratification of the appointment of BDO USA, LLP as the independent registered public accounting firm for Urban One for the year ending December 31, 2022 (Proposal 3); and |
| (4) | The transaction of such other business as may properly come before the 2022 annual meeting or any adjournment thereof. |
No matters other than those referred to above are presently scheduled to be considered at the meeting.
Q: Who is entitled to vote?
Shareholders of record of Class A and Class B common stock at the close of business on April 26, 2021,14, 2022, the record date, will be entitled to vote at the meeting. As of April 26, 2021,14, 2022, there were 6,327,9009,104,916 shares of Class A common stock and 2,861,843 shares of Class B common stock issued, outstanding and eligible to vote. Each share of Class A common stock is entitled to one non-cumulative vote and each share of Class B common stock is entitled to ten non-cumulative votes.
Q: What is a stockholder of record and what is the difference between a stockholder of record and a beneficial owner of shares held in street name?
Shareholder of Record
. If your shares are registered directly in your name with the Company’s transfer agent, American Stock Transfer, you are considered the stockholder of record with respect to those shares, and the notice was sent directly to you by the Company. If you request printed copies of the proxy materials by mail, you will receive a proxy card.Beneficial Owner of Shares Held in Street Name
. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and a notice was forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Those instructions are contained in a “vote instruction form.” If you request printed copies of the proxy materials by mail, you will receive a vote instruction form.Q: How do I vote?
You may attend the meeting telephonically and you can vote by proxy, internet or phone. To vote by proxy, sign and date each proxy card you receive and return it to us by mail in the postage-paid envelope provided. The instructions for voting are contained on the enclosed proxy card. The individuals named on the card are your proxies. They will vote your shares as you indicate. If you sign your proxy card and return it without marking any voting instructions, your shares will be voted as follows:
| ● | Proxies received from the holders of Class A common stock will be voted FOR: |
All of the nominees for Class A director (for which holders of Class B common stock are not eligible to vote).
| ● | Proxies received from holders of Class A common stock and Class B common stock will be voted FOR: |
| (i) | All of the other nominees for director; |
| (ii) | An advisory vote on executive compensation for named executive officers; |
| Ratification of the appointment of BDO USA, LLP as the independent registered public accounting firm for Urban One for the year ending December 31, |
| (iv) | At the discretion of the proxies, on any other matter that may be properly brought before the meeting. |
In addition to voting by proxy, you may use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 22, 2021.13, 2022. Online voting is available at www.proxyvote.com. Please have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
Similarly, you may vote by phone by dialing 1-800-690-6903. You may use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 22, 2021.13, 2022. Please have your proxy card in hand when you call and then follow the instructions.
Votes may be cast in favor of or in opposition to each proposal or, in the case of the election of directors, votes may be cast in favor of the election of each nominee or withheld. Other than in the election of directors, abstentions may be specified on each proposal.
Abstentions, instructions to withhold voting authority and broker non-votes are not deemed to be votes cast and, accordingly, will have no effect on the outcome of the voting.
Q: How do I change my proxy?
You may change or revoke your proxy at any time before the meeting by either notifying our Assistant Secretary or returning a later-dated proxy. The address of our Assistant Secretary is 1010 Wayne Avenue, 14th Floor, Silver Spring, Maryland 20910, Attention: Karen Wishart. If your shares are held in the name of a broker, bank or other record holder (i.e., in “street name”), you must either direct the record holder of your shares how to vote your shares or obtain a proxy from the record holder to vote at the meeting.
Q: What does it mean if I obtain more than one proxy card?
If you receive more than one proxy card it means you hold shares registered in more than one account. Sign and return all proxy cards to ensure that all of your shares are voted.
Q: What are the voting rights of the Class A common stock and the Class B common stock?
On each matter submitted to a vote of our stockholders, 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 receive the most votes cast will be elected to the board, even if they do not receive a majority of votes cast. At the close of business on April 26, 2021,14, 2022, there were 6,327,9009,104,916 outstanding shares of our Class A common stock and 2,861,843 outstanding shares of our Class B common stock. Accordingly, a total of 34,946,33037,723,346 votes may be cast at the meeting. Class C and Class D common stock are not entitled to vote on any proposal presented at the meeting.
Q: What constitutes a quorum?
A quorum exists when the holders of a majority of the outstanding shares of Urban One voting common stock have been voted prior to the meeting or are present at the meeting by proxy. A quorum is necessary to take action at the meeting. Abstentions, instructions to withhold voting authority and broker non-votes are counted as present for purposes of determining whether there is a quorum. A broker non-vote occurs when a nominee, who holds shares for a beneficial owner, does not vote on a proposal because the nominee does not have discretionary voting power and has not received voting instructions from the beneficial owner. In the event that a quorum is not obtained at the meeting, we expect that the meeting will be adjourned or postponed to solicit additional proxies.
If a quorum is not present, the stockholders present by proxy may adjourn the meeting to another time or place. Unless the adjournment is for more than 30 days or a new record date is set for the adjourned meeting, no further notice of the adjourned meeting need be given. At the adjourned meeting, we may transact any business which might have been transacted at the original meeting.
Q: How many votes are needed for approval of each proposal?
If a quorum is present at the meeting:
| ● | the affirmative vote of a plurality of the votes cast by all eligible holders of Class A common stock will be necessary for the election of Terry L. Jones and Brian W. McNeill as Class A directors; |
| ● | the affirmative vote of a plurality of the votes cast by all eligible holders of Class A common stock and Class B common stock will be necessary for the election of the remaining director nominees; and |
| ● | the affirmative vote of a majority of the votes cast by all eligible holders of Class A common stock and Class B common stock will be necessary for the ratification of the appointment of the independent registered public accounting firm. |
Q: How do our officers and directors intend to vote?
We have been advised by various members of management and the Board of Directors who, in the aggregate, hold or otherwise have voting power with respect to 10,000893,890 shares of Class A common stock and 2,861,843 shares of Class B common stock (together representing approximately 82% in excess of 78.2%of the votes possible) that they intend to vote such shares in favor of each of the proposals to be presented for consideration and approval at the meeting. Further, we are a “controlled company” under rules governing the listing of our securities on the NASDAQ Stock Market because more than 50% of our voting power is held by Catherine L. Hughes, our Chairperson of the board and Secretary, and Alfred C. Liggins, III, our CEO and President. Ms. Hughes and Mr. Liggins together hold shares of stock representing approximately 82%78.2% of the votes possible.
Q: What happens if I do not give specific voting instructions?
Shareholders of Record
. If you are a stockholder of record and you:| ● | Indicate when voting on the internet or by telephone that you wish to vote as recommended by the Board of Directors; or |
| ● | Sign and return a proxy card without giving specific voting instructions, |
then the persons named as proxy holders will vote your shares in the manner recommended by the Board of Directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the annual meeting.
Beneficial Owners of Shares Held in Street Name
. If you are a beneficial owner of shares held in “street name” and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”Q: Which ballot measures are considered “routine” or “non-routine”?
The ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 20212022 (Proposal No. 6)3) is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and, therefore, no broker non-votes are expected to exist in connection with Proposal No. 6.
Q: Who can attend the Annual Meeting?
All stockholders as of April 26, 202114, 2022 can attend telephonically.
Q: Who will pay the cost of this proxy solicitation?
We will pay all expenses incurred in connection with this proxy solicitation. We will solicit proxies by mail, and the directors, officers and employees of Urban One may also solicit proxies by telephone, facsimile or telegram. Those persons will receive no additional compensation for these services but will be reimbursed for reasonable out-of-pocket expenses.
Q: Who will count the votes?
Votes cast by proxy or prior to the meeting will be tabulated by the inspectorinspectors of election appointed for the meeting.
Q: Where can I find the voting results of the Annual Meeting?
The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the inspector of election and published in the Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the Annual Meeting.
Q: Will all subsequent annual meetings be held telephonically, virtually or otherwise without a physical meeting?
Urban One has not made a determination to hold all future stockholder meetings telephonically, virtually or without physical location. While Urban One has made no determinations with respect to future meetings, Urban One reserves the right to hold telephonic or virtual meetings in accordance with applicable law and as other circumstances may dictate.
PROPOSAL 1 — ELECTION OF CLASS A DIRECTORS
(CLASS A COMMON STOCK ONLY)
Two Class A directors will be elected at the 20212022 annual meeting to serve until the 20212023 annual meeting. The two nominees for Class A directors are Terry L. Jones and Brian W. McNeill. Each of them is an incumbent director. Each of Mr. Jones and Mr. McNeill qualifies as an independent director as that term is defined in Rule 5605(a)(2) of the NASDAQ Listing Rules. These nominees have consented to serve if elected, but should any nominee be unavailable to serve, your proxy will vote for the substitute nominee recommended by the Board of Directors. To be elected, each nominee must receive the affirmative vote of a plurality of the votes cast by the holders of the Class A common stock. There is no cumulative voting for the Board of Directors. Following is certain biographical information about the nominees for Class A director.
The Board Unanimously Recommends that You Vote “For” each of the Persons
Nominated for Class A Director in Proposal 1.
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Terry L. Jones Director since 1995 Age: | Mr. Jones is the Managing Member of the General Partner of Syndicated Communications Venture Partners V, L.P. and the Managing Member of Syncom Venture Management Co., LLC (“Syncom”). Prior to joining Syncom in 1978, he was co-founding stockholder and Vice President of Kiambere Savings and Loan in Nairobi, and a Lecturer at the University of Nairobi. He also worked as a Senior Electrical Engineer for Westinghouse Aerospace and Litton Industries. He is a member of the Board of Directors for several Syncom portfolio companies, including Urban One, Inc. He formerly served on the board of the Southern African Enterprise Development Fund, a presidential appointment, and is on the Board of Trustees of Spelman College. Mr. Jones received a B.S. degree in Electrical Engineering from Trinity College, an M.S. degree in Electrical Engineering from George Washington University and a Masters of Business Administration from Harvard University. During the last ten years, Mr. Jones has sat on the boards of directors of TV One, LLC, Iridium Communications, Inc., a publicly held company (“Iridium”), PKS Communications, Inc., a publicly held company, Weather Decisions Technology, Inc., V-me, Inc., Syncom and Verified Identity Pass, Inc. He currently serves on the Board of Directors of Iridium (2001 to present), Syncom and Cyber Digital, Inc., a publicly held company. Mr. Jones’ qualifications to serve as a director include his knowledge of Urban One, his many years of senior management experience at various public and private media enterprises, and his ability to provide insight into a number of areas including governance, executive compensation and corporate finance. | |
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Brian W. McNeill Director since 1995 Age: | Mr. McNeill is a founder and Managing General Partner of Alta Communications. He specializes in identifying and managing investments in the traditional sectors of the media industry, including radio and television broadcasting, outdoor advertising and other advertising-based or cash flow-based businesses. Over the last five years, Mr. McNeill has served on the Board of Directors of some of the most significant companies in the radio and television industries including Una Vez Mas, Millennium Radio Group, LLC and NextMedia Investors LLC. He joined Burr, Egan, Deleage & Co. as a general partner in 1986, where he focused on the media and communications industries. Previously, Mr. McNeill formed and managed the Broadcasting Lending Division at the Bank of Boston. He received an MBA from the Amos Tuck School of Business Administration at Dartmouth College and graduated magna cum laude with a degree in economics from the College of the Holy Cross. Mr. McNeill’s qualifications to serve as a director include his knowledge of Urban One, the media industry and the financial markets, and his ability to provide input into a number of areas including governance, executive compensation and corporate finance. His service on the boards of directors of various other media companies also is beneficial to Urban One. |
The Board Unanimously Recommends that You Vote “For” each of the Persons
Nominated for Class A Director in Proposal 1.
PROPOSAL 2 — ELECTION OF OTHER DIRECTORS
Four other directors will be elected by the holders of Class A common stock and Class B common stock voting together at the meeting, to serve until the 20222023 annual meeting. The threefour nominees for Class B directors are Catherine L. Hughes, Alfred C. Liggins, III, D. Geoffrey Armstrong and B. Doyle Mitchell. Each of the nominees is an incumbent director. Each of Mr. Armstrong and Mr. Mitchell also qualifies as an independent director as that term is defined in Rule 5605(a)(2) of the NASDAQ Listing Rules. These nominees have consented to serve if elected, but should any nominee be unavailable to serve, your proxy will vote for the substitute nominee recommended by the Board of Directors. To be elected, the four persons nominated for director must receive the affirmative vote of a plurality of the votes cast by all stockholders entitled to vote. There is no cumulative voting for the Board of Directors. The table below contains certain biographical information about the nominees.
The Board Unanimously Recommends that You Vote “For” each of the Persons Nominated in Proposal 2.
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Catherine L. Hughes Chairperson of the Board and Secretary Director since 1980 Age: | Ms. Hughes has been Chairperson of the Board and Secretary of Urban One since 1980, and was Chief Executive Officer of Urban One from 1980 to 1997. Since 1980, Ms. Hughes has worked in various capacities for Urban One including President, General Manager, General Sales Manager and talk show host. She began her career in radio as General Sales Manager of WHUR-FM, the Howard University-owned, urban-contemporary radio station. Ms. Hughes is the mother of Mr. Liggins, Urban One’s Chief Executive Officer, Treasurer, President and a Director. Over the last ten years, Ms. Hughes has sat on the boards of directors of numerous organizations including Broadcast Music, Inc. and Piney Woods High School. During that period, she also has sat on an advisory board for Wal-Mart Stores, Inc., a publicly held company. Ms. Hughes’ qualifications to serve as a director include her being the founder of Urban One, her over 30 years of operational experience with the Company and her unique status within the African-American community. Her service on other boards of directors and advisory boards is also beneficial to Urban One. | |
Alfred C. Liggins, III Chief Executive Officer, President and Treasurer Director since 1989 Age: | | Mr. Liggins has been Chief Executive Officer (“CEO”) of Urban One since 1997 and President since 1989. Mr. Liggins joined Urban One in 1985 as an account manager at WOL-AM. In 1987, he was promoted to General Sales Manager and promoted again in 1988 to General Manager overseeing Urban One’s Washington, DC operations. After becoming President, Mr. Liggins engineered Urban One’s expansion into new markets. Mr. Liggins is a graduate of the Wharton School of Business Executive MBA Program. Mr. Liggins is the son of Ms. Hughes, Urban One’s Chairperson, Secretary and a Director. Over the last ten years, Mr. Liggins has sat on the boards of directors of numerous organizations including the Apollo Theater Foundation, Reach Media, The Boys & Girls Clubs of America, The Ibiquity Corporation, the National Association of Black Owned Broadcasters and the National Association of Broadcasters. Mr. Liggins’ qualifications to serve as a director include his over 25 years of operational experience with the Company in various capacities, including his nationally recognized expertise in the entertainment and media industries. |
B. Doyle Mitchell Director since 2020 Age: | | Mr. Mitchell is President and CEO of Industrial Bank, N.A., headquartered in Washington, DC. He was elected to the Board of Directors of Industrial Bank, N.A. in 1990 and has been President since 1993. Mr. Mitchell previously served on Urban One’s Board from 2008 to 2011 and he currently serves on several boards including the board of the National Bankers Association, which represents the nation’s minority banks. Mr. Mitchell served two consecutive terms as Chairman of the NBA board and continues to serve as Treasurer. Mr. Mitchell also serves on the Independent Community Bankers of America Legislative Issues Committee and he is a former member of the ICBA Safety and Soundness Committee. Mr. Mitchell’s qualifications to serve as a director include his prior knowledge of Urban One, the media industry and the financial markets, and his ability to provide input into a number of areas including governance, executive compensation and corporate finance. |
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D. Geoffrey Armstrong | | Mr. Armstrong is Chief Executive Officer of 310 Partners, a private investment firm. From March 1999 through September 2000, Mr. Armstrong was the Chief Financial Officer of AMFM, which was publicly traded on the New York Stock Exchange until it was purchased by Clear Channel Communications in September 2000. From June 1998 to February 1999, Mr. Armstrong was Chief Operating Officer and a director of Capstar Broadcasting Corporation, which merged with AMFM in July 1999. Mr. Armstrong was a founder of SFX Broadcasting, which went public in 1993, and subsequently served as Chief Financial Officer, Chief Operating Officer and a director until the company was sold in 1998 to AMFM. Mr. Armstrong has served as a director of Nextstar Media Group, Inc. since 2003. Mr. Armstrong has also served on the board of directors of SFXii Entertainment, Capstar Broadcasting Corporation, AMFM and SFX Broadcasting. Mr. Armstrong brings to Urban One’s Board of Directors his extensive experience as the Chief Executive Officer of several publicly traded companies in the broadcast and communications industry, as well as a member of the audit committee of several publicly traded companies. His service on the boards of public companies in diverse industries allows him to offer a broad perspective on corporate governance, risk management and operating issues facing corporations today. |
The Board Unanimously Recommends that You Vote “For” each of the Persons
Nominated for Other Director in Proposal 2.
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors is currently comprised of fivesix members, threefour of whom are neither officers, nor employees of Urban One. During the year ended December 31, 2020,2021, the Board of Directors was comprised of fivesix members, threefour of whom were neither officers, nor employees of Urban One. The Board held one meetingfour meetings during the calendar year ended December 31, 2020,2021, and acted sevenfour times by unanimous written consent. All fivesix members of the Board of Directors including each of the current five directors who are currently standing for election, attended more than 75% of the aggregate number of meetings of the board and committees thereof on which he or she served. It is the policy of the Company that all members of the Board of Directors attend annual meetings of the stockholders. All of the directors attended the 20202021 annual meeting of the stockholders of the Company except Mr. Mitchell who was not a member of the Board of Directors at the time of the 2020 annual meeting.
Controlled Company Exemption
We are a “controlled company” within the meaning of Rule 5615(c)(1) of the NASDAQ Listing Rules, because more than 50% of our voting power is held by Catherine L. Hughes, our Chairperson of the Board and Secretary, and Alfred C. Liggins, III, our CEO and President. See “Security“Security Ownership of Beneficial Owners and Management” below. Therefore, we are not subject to NASDAQ Stock Market listing rules that would otherwise require us to have: (i) a majority of independent directors on the board; (ii) a compensation committee composed solely of independent directors; (iii) a nominating committee composed solely of independent directors; (iv) compensation of our executive officers determined by a majority of the independent directors or a compensation committee composed solely of independent directors; and (v) director nominees selected, or recommended for the board’s selection, either by a majority of the independent directors or a nominating committee composed solely of independent directors.
Board Leadership Structure
Ms. Hughes has been Chairperson of the Board of Directors since 1980. Since the appointment of Mr. Liggins as CEO in 1997, the roles of Chairperson of the Board and CEO have been separate. We believe it is the CEO’s responsibility to run the Company and the Chairperson’s responsibility to run the Board of Directors. By having Ms. Hughes serve as Chairperson of the Board, Mr. Liggins is better able to focus on running the day to day operations of the Company. Bifurcating the roles enables non-management Directors to raise issues and concerns for Board consideration without immediately involving the CEO. The Chairperson or lead Director also serves as a liaison between the Board and senior management and also provides further vision as to the strategic direction of the Company. Finally, the Board has a third leadership position in the Chairmen of our Audit Committee. As discussed below, our Audit Committee is comprised of three independent directors. The Audit Committee is responsible for oversight of the quality and integrity of the accounting, auditing and reporting practices of Urban One and for the Company’s risk management. The Chair of the Audit Committee effectively serves as a “check” on both the Chairperson and the CEO by representing a strong outside presence with significant financial and business experience.
The Board of Directors believes that the appropriate leadership structure should be based on the needs and circumstances of the Board, the Company and its stockholders at a given point in time, and that the Board should remain adaptable to shaping the leadership structure as those needs change in the future.
Communication with the Board
Our stockholders may communicate directly with the Board of Directors. All communications should be in written form and directed to Urban One’s Assistant Secretary at the following address:
Assistant Secretary
Urban One, Inc.
1010 Wayne Avenue, 14th Floor
Silver Spring, Maryland 20910
Communications should be enclosed in a sealed envelope that prominently indicates that it is intended for Urban One’s Board of Directors. Each communication intended for Urban One’s Board of Directors and received by the Assistant Secretary that is related to the operation of Urban One and is relevant to the director’s service on the board shall be forwarded to the specified party following its clearance through normal review and appropriate security procedures.
Committees of the Board of Directors
The board has a standing audit committee, compensation committee and nominating committee.
Audit Committee
The audit committee consists of D. Geoffrey Armstrong, Brian W. McNeill, Terry L. Jones and B. Doyle Mitchell, each of whom satisfies the requirements for audit committee membership under the listing standards of the NASDAQ Stock Market. Each of the audit committee members is an “independent director”, as that term is defined in Rule 5605(a)(2) of the NASDAQ Listing Rules.
The Board of Directors has determined that each of Mr. Armstrong, Mr. McNeill, Mr. Jones and Mr. Mitchell qualify as “audit committee financial experts,” as defined by Item 401(h) of Regulation S-K of the Securities Act of 1933. The board has adopted a written audit committee charter, which is available on our website at https://urban1.com/urban-one-investor-relations/. The audit committee met sixfive times during the calendar year ended December 31, 2020.
The audit committee is responsible for oversight of the quality and integrity of the accounting, auditing and reporting practices of Urban One, and as part of this responsibility the audit committee:
| ● | selects our independent registered public accounting firm; |
| ● | reviews the services performed by our independent registered public accounting firm, including non-audit services, if any; |
| ● | reviews the scope and results of the annual audit; |
| ● | reviews the adequacy of the system of internal accounting controls and internal control over financial reporting; |
| ● | reviews and discusses the financial statements and accounting policies with management and our independent registered public accounting firm; |
| ● | reviews the performance and fees of our independent registered public accounting firm; |
| ● | reviews the independence of our independent registered public accounting firm; |
| ● | reviews the audit committee charter; and |
| ● | reviews related party transactions, if any. |
The audit committee also oversees Urban One’s risk policies and processes relating to the financial statements and financial reporting processes, as well as key credit liquidity risks, market risks and compliance, and the guidelines, policies and processes for monitoring and mitigating those risks.
Compensation Committee
Our compensation committee consists of Terry L. Jones, Brian W. McNeill, D. Geoffrey Armstrong and B. Doyle Mitchell. The compensation committee did not meetmet one time during the calendar year ended December 31, 2020.2021 and acted twice by written consent. The board has adopted a revised written compensation committee charter. The functions of the compensation committee include:
| ● | reviewing and approving the salaries, bonuses and other compensation of our executive officers, including stock options or restricted stock grants; |
| ● | establishing and reviewing policies regarding executive officer compensation and perquisites; and |
| ● | performing such other duties as shall from time to time be delegated by the board. |
Nominating Committee
Our nominating committee consists of Alfred C. Liggins, III, Catherine L. Hughes, Terry L. Jones and Brian W. McNeill. The nominating committee is responsible for recommending the criteria for selection of board members and assisting the board in identifying candidates. The nominating committee acted once by written consent during the calendar year ended December 31, 2020.2021. The nominating committee does not have a charter.
The nominating committee reviews the qualifications of all persons recommended by stockholders as nominees to the Board of Directors to determine whether the recommended nominees will make good candidates for consideration for membership on the board. The nominating committee has not established specific minimum qualifications for recommended nominees. However, as a matter of practice, the nominating committee evaluates recommended nominees for directors based on their integrity, judgment, independence, financial and business acumen, relevant experience, and their ability to act on behalf of all stockholders, as well as meet the needs of the Board of Directors, including the need to have a diversity of perspective. In the consideration of diversity of perspective, the nominating committee is most concerned with finding nominees that counter any perceived weaknesses in board composition. Such weaknesses may include weaknesses in perspective based upon race, sex, gender identification, skill sets and industry insight particularly as the Company diversifies its business. Following such evaluation, the nominating committee will make recommendations for director membership and review the recommendations with the Board of Directors, which will decide whether to invite the candidate to be a
nominee for election to the board. Nominees are not discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. The nominating committee recommended to the board that the incumbent directors, excluding D. Geoffrey Armstrong who resigned as of November 30, 2020, be nominated for re-election to the board at the 20212022 annual meeting. In Mr. Armstrong’s place, the nominating committee recommended to the board that B. Doyle Mitchell, Jr. be nominated to the board.
Code of Ethics
We have adopted a code of ethics that applies to all of our directors, officers and employees and meets the requirements of the rules of the SEC and the NASDAQ Stock Market. The code of ethics is available on our website, www.urban1.com, or can be obtained without charge by written request to Assistant Secretary, Urban One, Inc., 14th Floor, 1010 Wayne Avenue, Silver Spring, Maryland 20910. We do not anticipate making material amendments to or waivers from the provisions of the code of ethics. If we make any material amendments to our code of ethics, or if our Board of Directors grants any waiver from a provision thereof to our executive officers or directors, we will disclose the nature of such amendment or waiver, the name of the person(s) to whom the waiver was granted and the date of the amendment or waiver in a current report on Form 8-K.
Environmental, Social and Governance Matters
We recognize the importance of environmental, social and governance (“ESG”) matters in governance and in creating and sustaining long-term stockholder value. Given our long-lasting commitment to our stockholders and the communities we serve, we have invested heavily in our operations to ensure that operationsthey are conducted in a socially responsible manner. To provide accountability and transparency for our stakeholders, we will provide annual updates to our ESG disclosures.
Environmental
Within our operations, we strive toward our commitment to sustainability through building efficiency measures, use of environmentally friendly supplies, office recycling programs, and sustainable business practices at our consumer facing events. In addition,As a company primary focused on broadcasting and online content, our carbon footprint is reasonably light. However, we recognize that all companies have a role to play in protecting the Companyenvironment and in environmental sustainability. Further, we recognize that the collective small efforts of each individual can have a much larger aggregate impact on the world around us. Therefore, we are actively strivesseeking ways to reduce energy consumption and waste.
Diversity and Inclusion
As a business founded by an African-American woman, diversity and inclusion is engrained in our corporate history. Our Board of Directors is diverse; Catherine L. Hughes, our Founder and Chairperson, is an African-American woman, and 4four of our 5six directors are minorities. Our President and Chief Executive Officer, who is also a director, Alfred C. Liggins, III is an African-American male, as is our Senior Vice President and General Counsel, Kristopher Simpson. Further, Karen Wishart, our Executive Vice President and Chief Administrative Officer, is an African-American woman, as is Michelle Rice, President of TV ONE. Additionally, asAs of December 31, 2020, 80%2021, 79% of our employees were racially diverse, and 45%47% of our employees were women. We are proud that our organization is governed and propelled by such a diverse group of individuals, which we believe contributes to our Company’s success now, and in the long-term.
Our senior leadership team has introduced various initiatives to ensure that our Company remains inclusive and supportive for all, including:
Corporate Citizenship
While the Company’s national presence through ourits on-air radio, television and digital talent is undeniable, our focus on corporate citizenship and local community impact is one of our most notable accomplishments. Following the model established by Cathy Hughes, the Company maintains a philanthropic footprint for each community served within ourits various markets. We maintain a strong focus on the local communities that we serve. Our on-air talent and staff are vested in providing information resources and solutions to the community. We actively engage 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 Company’s community service efforts. From employment assistance and financial literacy to educational services and voter registration, they seek to make a difference each and every day, hosting ongoing events throughout the year. Myriad 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 Company’s community service repertoire.
Specific examples during the 2020 presidential campaign to secure the Black vote. The initiative sought to educate voters about the key issues that affect the African American community and counteract voter suppression.
| ● | The 13th Annual “Urban Radio Cares for St. Jude Kids” fundraising broadcast in March 2021 raised $1.5 million to support patients battling cancer and other life-threatening diseases at St. Jude Children’s Research Hospital. |
| ● | The 2021 Urban One Honors Award Show celebrated “Woman Leading the Change”. The Company celebrated the achievements of women through categories including “Voting Rights Champion”, “Investigative Journalism Crusader”, “Health Equality Advocate”, “Business Alchemist”, “Family Needs Ambassador”, and “Reparations Trailblazer”. |
| ● | Radio One Atlanta is the official radio sponsor of AIDS Walk Atlanta. The 2021 AIDS Walk Atlanta and Music Festival raised more than $572,000 to support and care for Georgians living with HIV/AIDS. |
| ● | Radio One Atlanta hosted a Real Talk virtual conversation with medical professionals about the COVID-19 vaccine and how it affects the communities of African Americans and other people of color. |
| ● | Radio One Baltimore hosted the Virtual Mental Health Series in partnership with Sheppard Pratt on six different dates between January 2021 and October 2021. The events had 28,709 total views and 99,555 total impressions. |
| ● | Radio One Charlotte created “Hey Girl, Let’s Talk!”, a virtual series that discusses a variety of topics including healthcare, dating, meal prep, and fitness. The series kicked off in September 2021 and continues in 2022 quarterly. |
| ● | Radio One Cincinnati created and hosted the “Pink Lady Honors”. Throughout the entire month of October 2021, Radio One Cincinnati recognized women who have fought and battled breast cancer. |
| ● | Radio One Cleveland hosted an event called “Empower One” in which the stations and the Ohio Housing Finance Agency presented to educate listeners about the proper steps for achieving homeownership with over 6,000 attendees participating. |
| ● | Radio One Columbus hosted the “Great Holiday Giveback”, a holiday donation-based event, in partnership with Versiti. The event focused on bringing awareness to the need of minority blood donations during the Winter months, and also included toy collection for children in need. |
| ● | Radio One Dallas hosted the North Texas Giving Day event with the Communities Foundation of Texas. The annual 18-hour online giving event is designed to empower every person to give back to their community by supporting local nonprofits and causes they care about on one easy-to-use platform. |
| ● | Radio One Dallas broadcasted “She Represents”, a weekly on-air feature Saturday mornings hosted by Jazze Radio-Chica. The weekly feature highlights a businesswoman, female business owner or community activist to be featured in The Dallas Weekly Newspaper and on 97.9 The Beat. The feature aired 140 on-air interview minutes and provided 100 mentions. |
| ● | As part of Radio One Houston’s “Buy Black Tuesdays” initiative, Urban One partnered with local black businesses in Houston and other cities across the country to create a directory identifying Black businesses in an effort to compel listeners to buy Black every day. Over the course of 2021, Radio One Houston highlighted over 90 Black-owned businesses, providing over 3,720 live mentions and over 9,110 prerecorded mentions for local black businesses. |
| ● | Radio One Indianapolis held the Inspire Her Virtual Expo held on April 10, 2021, for the benefit of women and young girls who needed inspiration after a mentally and financially difficult year in 2020. |
| ● | Radio One Philadelphia hosted "Proud of My Pride," an LGBTQ+ Virtual Panel Discussion that provided information to our communities and helped bridge a gap between the LGBTQ+ and hip-hop and rap communities. |
| ● | Radio One Raleigh hosted the Women’s Empowerment and Networking Expo, which was created to educate and inspire African American women. The event has grown into the largest Women’s Expo on the East Coast, with attendance topping 20,000 people annually. |
| ● | Radio One Richmond hosted “Her Story RVA”, virtual mini sessions which ran throughout the year to inspire, motivate and empower women to drive change in their own lives and into the world. The event promoted holistic health by spreading awareness, providing resources and uniting female leaders from different industries to help women become the best authentic version of themselves. |
| ● | Radio One Washington hosted the WKYS Youth Summit. In partnership with DC Department of Behavioral Health, WKYS executed a youth summit that focused on mental and behavioral health amongst DC youth with a focus on education, substance abuse, and financial literacy. Over 1,500 participants attended the summit. |
| ● | Radio One Washington co-hosted Food 4 Families in partnership with NBC 4. During the event, Radio One promoted and encouraged food donations to help families in need. |
These programs indicate the level of support Urban One stations provide to local communities and demonstrate the level of support they reciprocated by their loyal listeners and content consumers. Regardless of a natural disaster or shutdowns due to the COVID-19 pandemic, Urban One remains a vital voice and resource to the community – in person or virtually.
Stockholder Submissions
For a stockholder to submit a candidate for the board to be considered by the nominating committee, a stockholder must notify Urban One’s Assistant Secretary. To make a recommendation for director nomination in advance of the 20222023 annual meeting of Urban One, a stockholder must notify Urban One’s Assistant Secretary in writing no later than January 1, 2022,2023, the date that is expected
to be approximately 120 days prior to the mailing of the proxy statement for the 20222023 annual meeting of stockholders. Notices should be sent to:
Assistant Secretary
Urban One, Inc.
1010 Wayne Avenue, 14th Floor
Silver Spring, Maryland 20910
All notices must include all information relating to the stockholder and the proposed nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for elections of directors under the proxy rules of the United States Securities Exchange Commission.
EXECUTIVE OFFICERS
In the table below we set forth certain information on those persons currently serving as our executive officers. Biographical information on Catherine L. Hughes, Chairperson of the Board and Secretary, and Alfred C. Liggins, III, Chief Executive Officer and President, is included above in ”Proposal “Proposal 2 — Election of Other Directors .”
| | |
Peter D. Thompson Executive Vice President and Chief Financial Officer Age: | Mr. Thompson has been Chief Financial Officer (“CFO”) of Urban One since February 2008. Mr. Thompson joined the Company in October 2007 as the Company’s Executive Vice President of Business Development. Prior to working with the Company, Mr. Thompson spent 13 years at Universal Music in the United Kingdom, including five years serving as CFO. Prior to that he spent four years working in public accounting at KPMG in London, where he qualified as a Chartered Accountant. | |
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
The Company has four classes of common stock, Class A, Class B, Class C and Class D. Generally, except as summarized below, the shares of each class are identical in all respects and entitle the holders thereof to the same rights and privileges. However, with respect to voting rights, each share of Class A common stock entitles its holder to one vote and each share of Class B common stock entitles its holder to ten votes. The holders of Class C and Class D common stock are not entitled to vote on any matters. The holders of Class A common stock can convert such shares into shares of Class C or Class D common stock. Subject to certain limitations, the holders of Class B common stock can convert such shares into shares of Class A common stock. The holders of Class C common stock can convert such shares into shares of Class A common stock. The holders of Class D common stock have no such conversion rights.
The following table sets forth certain information regarding the beneficial ownership of our common stock as of April 26, 202114, 2022 by:
| ● | each person (or group of affiliated persons) known by us to be the beneficial owner of more than five percent of any class of common stock; |
| ● | each of the current executive officers named in the Summary Compensation Table; |
| ● | each of our directors and nominees for director; and |
| ● | all of our directors and executive officers as a group. |
In the case of persons other than our executive officers, directors and nominees, such information is based solely upon a review of the latest schedules 13D or 13G, as amended. Each individual stockholder possesses sole voting and investment power with respect to the shares listed, unless otherwise noted. Information with respect to the beneficial ownership of the shares has been provided by the stockholders. The number of shares of stock includes all shares that may be acquired within 60 days of April 26, 2021.
| Common Stock | ||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | Class C | Class D | |||||||||||||||||||||||||||||||||||||
| Number of Shares | Percent of Class | Number of Shares | Percent of Class | Number of Shares | Percent of Class | Number of Shares | Percent of Class | Economic Interest | Voting Interest | |||||||||||||||||||||||||||||||
Catherine L. Hughes (1)(2)(3)(4)(6) | 851,536 | 29.75 | % | 1,387,531 | 47.37 | % | 5,464,802 | 14.75 | % | 15.67 | % | 24.37 | % | |||||||||||||||||||||||||||
Alfred C. Liggins, III (1)(3)(4)(5)(6) | 2,010,307 | 70.25 | % | 1,541,375 | 52.63 | % | 13,996,289 | 37.79 | % | 35.70 | % | 57.53 | % | |||||||||||||||||||||||||||
Terry L. Jones (7) | 434,536 | 1.17 | % | 1.00 | % | 0.00 | % | |||||||||||||||||||||||||||||||||
Brian W. McNeill (8) | 379,899 | 1.03 | % | * | 0.00 | % | ||||||||||||||||||||||||||||||||||
D. Geoffrey Armstrong (9) | 10,000 | * | 256,774 | * | * | * | ||||||||||||||||||||||||||||||||||
Peter D. Thompson (10) | 587,463 | 1.59 | % | 1.35 | % | 0.00 | % | |||||||||||||||||||||||||||||||||
David M. Kantor | 250,420 | * | * | 0.00 | % | |||||||||||||||||||||||||||||||||||
Karen Wishart | 37,349 | * | * | 0.00 | % | |||||||||||||||||||||||||||||||||||
Eric Semler | 200,000 | 3.16 | % | * | * | |||||||||||||||||||||||||||||||||||
TCS | 675,480 | 10.67 | % | 2,221,197 | 6.00 | % | 6.68 | % | 1.93 | % | ||||||||||||||||||||||||||||||
All Directors and Named Executives as a group (8 persons) | 10,000 | 0.16 | % | 2,861,843 | 100.0 | % | 2,928,906 | 100.0 | % | 21,407,532 | 57.79 | % | ||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | | | | | ||||||||||||||
| | Class A | | Class B | | Class C | | Class D | | | | | | ||||||||
|
| Number of |
| Percent of |
| Number of |
| Percent of |
| Number of |
| Percent of |
| Number of |
| Percent of |
| Economic |
| Voting |
|
Catherine L. Hughes (1)(2)(3)(4)(6) | | 262,972 | | 2.89 | % | 851,536 | | 29.75 | % | 1,124,560 | | 54.99 | % | 5,464,802 | | 14.64 | % | 15.01 | % | 23.27 | % |
Alfred C. Liggins, III (1)(3)(4)(5)(6) | | 620,918 | | 6.82 | % | 2,010,307 | | 70.25 | % | 920,456 | | 45.01 | % | 13,996,289 | | 37.50 | % | 34.18 | % | 54.94 | % |
Terry L. Jones (7) | | | | | | | | | | | | | | 412,192 | | 1.10 | % | * | | 0.00 | % |
Brian W. McNeill | | | | | | | | | | | | | | 263,859 | | * | | * | | 0.00 | % |
D. Geoffrey Armstrong (8) | | 10,000 | | | * | | | | | | | | | 212,501 | | * | | * | | * | |
B. Doyle Mitchell | | | | | | | | | | | | | | 14,960 | | * | | * | | 0.00 | % |
Peter D. Thompson (9) | | | | | | | | | | | | | | 587,463 | | 1.57 | % | 1.27 | % | 0.00 | % |
David M. Kantor (10) | | | | | | | | | | | | | | 230,420 | | * | | * | | 0.00 | % |
Karen Wishart | | | | | | | | | | | | | | 37,349 | | * | | * | | 0.00 | % |
Kris Simpson | | | | | | | | | | | | | | 10,000 | | * | | * | | 0.00 | % |
Michelle Rice | | | | | | | | | | | | | | 70,796 | | * | | * | | 0.00 | % |
Eric Semler | | 200,000 | | 2.20 | % | | | | | | | | | | | | | * | | * | |
TCS Capital Advisors | | 675,480 | | 7.42 | % | | | | | | | | | 4,204,410 | | 11.26 | % | 10.51 | % | 1.79 | % |
All Directors and Named Executives as a group (11 persons) | | 893,890 | | 9.82 | % | 2,861,843 | | 100.00 | % | 2,045,016 | | 100.00 | % | 21,219,835 | | 56.85 | % | | | | |
* | Less |
| (1) | Includes 31,210 shares of Class |
| (2) | The |
| (3) | The shares of Class A common stock and Class B common stock are subject to a voting agreement between Ms. Hughes and Mr. Liggins with respect to the election of Urban One’s directors. |
| (4) | As of April |
| (5) | The 605,313 shares of Class A common stock, 2,010,307 shares of Class B |
| (6) | Ms. Hughes’ total includes 1,068,587 shares of Class D common stock obtainable upon the exercise of stock options. Mr. Liggins’ total includes 1,879,646 shares of Class D common stock obtainable upon the exercise of stock options. |
| (7) | Includes daughters. |
| (8) | Includes |
| (9) |
Includes 392,860 shares of Class D common stock obtainable upon the exercise of stock options. |
(10) | Includes 94,150 shares of Class D common stock obtainable upon the exercise of stock options. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Urban One’s directors and executive officers and persons who beneficially own more than ten percent of our common stock to file with the Securities and Exchange Commission (“SEC”) reports showing ownership and changes in ownership of our common stock and other equity securities. Solely on the basis of reports and representations submitted by Urban One’s directors, executive officers, and greater than ten percent owners, we believe that information contained in all required Section 16(a) filings for the fiscal year ended December 31, 2020,2021, was timely made available except for a Form4/5 filing related to a small gift made by Mr. Liggins that was identified as we reconciled ownership for this proxy. A Form 4 for this gift is being filed at or about the time of the filing of this proxy. We note that while some required Section 16(a) filings for the fiscal year ended December 31, 2020 were filed late due to administrative delays related to the pandemic, the information required to be contained in those filings was timely made available in the form of a Current Report on Form 8-K.available.
EXECUTIVE COMPENSATION
The following table sets forth the total compensation for each of our named executive officers, for the years ended December 31, 20202021 and 2019:2020:
| | | | | | | | | | | | | | | | | | | |
Name and |
| Year |
| Salary (1) $ |
| Bonus (2) $ |
| Stock Awards |
| Option |
| Non-Equity |
| Non-qualified |
| All Other |
| Total $ |
|
Catherine L. Hughes – Chairperson | | 2021 | | 1,000,000 | | 875,000 | | 28,509 | | 5,104 | | 0 | | 0 | | 79,626 | (4) | 1,988,239 | |
| | 2020 | | 857,500 | | 375,000 | | 441,219 | | 83,839 | | 0 | | 0 | | 45,677 | (4) | 1,803,235 | |
| | | | | | | | | | | | | | | | | | | |
Alfred C. Liggins, III – CEO | | 2021 | | 1,250,000 | | 2,187,500 | | 19,140 | | 21,118 | | 0 | | 0 | | 3,684,381 | (5) | 7,162,139 | |
| | 2020 | | 1,071,875 | | 937,500 | | 754,074 | | 139,731 | | 0 | | 0 | | 3,778,982 | (5) | 6,682,162 | |
| | | | | | | | | | | | | | | | | | | |
Peter D. Thompson - CFO | | 2021 | | 650,000 | | 612,500 | | 16,269 | | 2,913 | | 0 | | 0 | | 0 | | 1,281,682 | |
| | 2020 | | 588,250 | | 262,500 | | 277,810 | | 47,842 | | 0 | | 0 | | 0 | | 1,176,402 | |
Name and Principal Position | Year | Salary (1) $ | Bonus (2) $ | Stock Awards (3) $ | Option Awards (3) $ | Non-Equity Incentive Plan Compensation $ | Non-qualified Deferred Compensation Earnings $ | All Other Compensation $ | Total $ | |||||||||||||||||||
Catherine L. Hughes – Chairperson | 2020 | 857,500 | 375,000 | 441,219 | 83,839 | 0 | 0 | 45,677 | (4 | ) | 1,803,235 | |||||||||||||||||
| 2019 | 1,000,000 | 0 | 878,027 | 0 | 0 | 0 | 33,936 | (4 | ) | 1,911,963 | ||||||||||||||||||
Alfred C. Liggins, III – CEO | 2020 | 1,071,875 | 937,500 | 754,074 | 139,731 | 0 | 0 | 3,778,982 | (5 | ) | 6,682,162 | |||||||||||||||||
| 2019 | 1,250,000 | 0 | 1,463,378 | 0 | 0 | 0 | 3,698,525 | (5 | ) | 6,411,903 | ||||||||||||||||||
Peter D. Thompson - CFO | 2020 | 588,250 | 262,500 | 277,810 | 47,842 | 0 | 0 | 0 | 1,176,402 | |||||||||||||||||||
| 2019 | 650,000 | 0 | 501,041 | 0 | 0 | 0 | 0 | 1,151,041 | ||||||||||||||||||||
(1) | The 2020 salary amounts reflect a temporary reduction due to the economic impact of the COVID-19 pandemic and cost reduction efforts taken by the Company to navigate the economic downturn. |
(2) | Reflects discretionary bonuses. |
(3) | The dollar amount recognized for financial statement purposes in accordance with Accounting Standards Codification ("ASC") 718, "Compensation – Stock Compensation," for the fair value of options and restricted stock granted. These values are based on assumptions described in Note 11 to the Company's audited consolidated financial statements included elsewhere in Form 10-K. |
(4) | For |
1 | |
(5) | Mr. Liggins employment terms provide, among other things, that in recognition of Mr. Liggins' contributions in founding TV One on our behalf, he is eligible to receive an award amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the Company's aggregate investment in TV One. The Company's obligation to pay the award to Mr. Liggins was triggered during 2016 after its recovery of the aggregate amount of our pre-Comcast Buyout capital contribution in TV One, and only upon actual receipt of distributions of cash or marketable securities. An award in the amount of |
Employment Agreements
Employment Agreement of the CFO
Chief Financial Officer.
Peter D. Thompson serves as an Executive Vice President and Chief Financial Officer. Pursuant to an amendment to his employment agreement effective April 21, 2016, Mr. Thompson was employed as Executive Vice President and Chief Financial Officer of the Company and Vice President of its wholly-owned subsidiaries commencing as of January 1, 2014 until December 31, 2018. Effective October 1, 2014, Mr. Thompson became entitled to a base salary payable at the annualized rate of $650,000 per year and eligible for a bonus of up to $350,000, which is paid on a discretionary basis. Mr. Thompson is also entitled to receive a pro-rata portion of his bonus upon termination due to death or disability. Mr. Thompson also receives standard retirement, welfare and fringe benefits, as well as a vehicle allowance. Mr. Thompson is currently not employed under an agreement, however, we continue to employ Mr. Thompson under the terms of his 2014 employment agreement, as amended April 21, 2016.Principal terms of prior employment agreement or arrangement under which the Company and the named executive officers are operating as modified by the 2014 Terms of Employment
On September 30, 2014, the compensation committee approved the principleprincipal terms of employment under which the Founder and the CEO are operating (the “2014 Terms of Employment”). The Founder and the CEO thus operate under prior employment agreements as modified by 2014 Terms of Employment. The terms of employment of each of the Founder and the CEO are described below.
Chairperson. Catherine L. Hughes, our founder, serves as our Chairperson of the Board of Directors and Secretary. Ms. Hughes is entitled to a base salary payable at the annualized rate of $1,000,000 per year and eligible for a bonus of up to $500,000 which is paid on a discretionary basis. Ms. Hughes will have periodic personal use of a private aircraft up to a maximum of 25 hours per year, such usage subject to the Company’s financial position as determined by the CEO in his sole discretion.
Under her prior employment agreement under which the Company and Ms. Hughes currently operate, Ms. Hughes is also entitled to receive a pro-rata portion of her bonus upon termination due to death or disability. Ms. Hughes also receives standard retirement, welfare and fringe benefits, as well as vehicle and wireless communication allowances and financial manager services.
President and Chief Executive Officer. Alfred C. Liggins, III is employed as our President and CEO and is a member of the Board of Directors. Pursuant to the terms approved by the compensation committee, Mr. Liggins is employed as the President and Executive Officer of the Company and its wholly-owned subsidiaries and as the Chief Executive Officer of TV One, LLC. Mr. Liggins is entitled to a base salary payable at the annualized rate of $1,250,000 per year and eligible for a bonus of up to $1,250,000, which is paid on a discretionary basis. Mr. Liggins also has periodic personal use of a private aircraft up to a maximum of 25 hours per year, subject to the Company’s financial position.
Under his prior employment agreement under which the Company and Mr. Liggins currently operate, Mr. Liggins is entitled to receive a pro-rata portion of his bonus upon termination due to death or disability. In recognition of his contributions in founding TV One on behalf of the Company, Mr. Liggins is also eligible to receive an award amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of our aggregate investment in TV One (the “Employment Agreement Award"). Our obligation to pay the award was triggered only after our recovery of the aggregate amount of our capital contributionscontribution in TV One, and continues to be triggered only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. Mr. Liggins’ rights to the Employment Agreement Award (i) cease if he is terminated for cause or he resigns without good reason and (ii) expire at the termination of his employment (but similar rights could be included in the terms of a new employment agreement). Mr. Liggins also receives standard retirement, welfare and fringe benefits, as well as vehicle and wireless communication allowances, a personal assistant and financial manager services.
Post-Termination and Change in Control Benefits
Under the terms of her employment agreement, upon termination without cause or for good reason within two years following a change of control, Ms. Hughes will receive an amount equal to three times the sum of (i) her annual base salary and (ii) the average of her last three annual incentive bonus payments, in a cash lump sum within five days of such termination, a pro-rated annual bonus for the year of termination, and continued welfare benefits for three years, subject to all applicable federal, state and local deductions. Similarly, under the terms of his employment agreement, upon termination without cause or for good reason within two years following a change of control, Mr. Liggins will receive an amount equal to three times the sum of (i) his annual base salary and (ii) the average of his last three annual incentive bonus payments, in a cash lump sum within five days of such termination, a pro-rated annual bonus for the year of termination, and continued welfare benefits for three years, subject to all applicable federal, state and local deductions.
Under Ms. Hughes’ and Mr. Liggins’ employment agreements the terms “cause” and “good reason” are defined generally as follows:
“Cause
” means (i) the commission by the executive of a felony, fraud, embezzlement or an act of serious, criminal moral turpitude which, in case of any of the foregoing, in the good faith judgment of the board, is likely to cause material harm to the business of the Company and the Company affiliates, taken as a whole, provided, that in the absence of a conviction or plea of nolo contendere, the Company will have the burden of proving the commission of such act by clear and convincing evidence; (ii) the commission of an act by the executive constituting material financial dishonesty against the Company or any Company affiliate, provided, that in the absence of a conviction or plea of nolo contendere, the Company will have the burden of proving the commission of such act by a preponderance of the evidence; (iii) the repeated refusal by the executive to use his reasonable and diligent efforts to follow the lawful and reasonable directives of the board; or (iv) the executive’s willful gross neglect in carrying out his material duties and responsibilities under the agreement, provided, that unless the board reasonably determines that a breach described in clause (iii) or (iv) is not curable, the executive will be given written notice of such breach and will be given an opportunity to cure such breach to the reasonable satisfaction of the board within thirty (30) days of receipt of such written notice.“Good Reason
” shall be deemed to exist if, without the express written consent of the executive, (i) the executive’s rate of annual base salary is reduced, (ii) the executive suffers a substantial reduction in his title, duties or responsibilities, (iii) the Company fails to pay the executive’s annual base salary when due or to pay any other material amount due to the executive hereunder within five (5) days of written notice from the executive, (iv) the Company materially breaches the agreement and fails to correct such breach within thirty (30) days after receiving the executive’s demand that it remedy the breach, or (v) the Company fails to obtain a satisfactory written agreement from any successor to assume and agree to perform the agreement, which successor the executive reasonably concludes is capable of performing the Company’s financial obligations under this Agreement.The foregoing summaries of the definitions of “cause” and “good reason” are qualified in their entirety by reference to the actual terms of the employment agreements filed with that certain Form 8-K filed April 18, 2008.
Under the terms of his employment agreement, in the event that Mr. Thompson is terminated other than for cause, provided Mr. Thompson executes a general liability release, the Company will pay Mr. Thompson severance in an amount equal to six month’s base compensation, subject to all applicable federal, state and local deductions.
Other Benefits and Perquisites
As part of our competitive compensation package to attract and retain talented employees, we offer retirement, health and other benefits to our employees. Our named executive officers participate in the same benefit plans as our other salaried employees. The only benefit programs offered to our named executive officers either exclusively or with terms different from those offered to other eligible employees are the following:
Deferred Compensation.
We had a deferred compensation plan that allowed Catherine L. Hughes, our Chairperson, to defer compensation on a voluntary, non-tax qualified basis. The plan was terminated in 2017, and as such Ms. Hughes did not defer any of her compensation during the year ended December 31,Other Perquisites.
We provide few perquisites to our named executive officers. Currently, we provide or reimburse executives for a company automobile, driver and various administrative services including a financial manager and a personal assistant.We have set forth the incremental cost of providing these benefits and perquisites to our named executives in the 20202021 Summary Compensation Table in the “All Other Compensation” column.
401(k) Plan
The Company has a defined contribution 401(k) savings and retirement plan. In each of 20202021 and 2019,2020, participants could contribute up to $19,500 and 19,000, respectively, of their gross compensation, subject to certain limitations. Employees ageages 50 or older could make an additional catch-up contribution of in each of, 20202021 and 20192020 up to $6,000$6,500 and $6,000, respectively, of their gross compensation. The Company currently does not offer any matching component with respect to its 401(k) savings and retirement plan.
Tax Deductibility of Executive Compensation
Section 162(m) of the Code limits the deductibility of compensation paid to certain “covered employees” in excess of $1 million per year. Prior to the enactment of the Tax Cuts and Jobs Act passed by Congress in December 2017, there was an exception to this deduction limitation for compensation that qualified as “performance-based compensation.” The Tax Cuts and Jobs Act significantly changed Section 162(m) by, among other things, repealing the performance-based compensation exemption, and reducing the federal corporate income tax rate. As a result, compensation paid to certain current and former executive officers in excess of $1 million a year generally would not be deductible unless such compensation qualifies for certain transition relief. The Compensation Committee takes into consideration the potential deductibility of the compensation as one of the factors to be considered when establishing our executive compensation program. However, the Compensation Committee believes that its primary responsibility is to provide a compensation program that attracts, retains, and rewards our executive officers that are critical to our success. Following the Tax Cuts and Jobs Act, the Compensation Committee may continue to consider tax deductibility as a factor in determining executive compensation but may not structure its compensation arrangements around tax deductibility. The Committee will continue to monitor the effect of tax reform on our executive compensation program.
The following table sets forth the number of shares of common stock subject to exercisable and unexercisable stock options held as of December 31, 2020.2021.
| | | | | | | | | | | | | | |
Outstanding Equity Awards at 2021 Fiscal Year-End | ||||||||||||||
| | | | | | | | | | | | | | |
| | OPTION AWARDS | | STOCK AWARDS | ||||||||||
| | Number of Securities Underlying Unexercised Options | | Number of Securities Underlying Unexercised Options | | | | | | Number of Shares of Stock That Have Not Vested | | Market Value of Shares of Stock That Have Not Vested | ||
Name |
| (#) exercisable |
| (#) unexercisable |
| |
| |
| (#) |
| ($) | ||
| | | | | | | | Option Exercise | | Option | | | | |
| | Class A | | Class D | | Class D | | Price ($) | | Expiration Date | | Class D | | Class D |
| | | | | | | | | | | | | | |
Catherine L. Hughes | | | | 293,000 | | | | 2.75 | | 10/6/2024 | | 0 | | $0 |
| | | | 199,836 | | | | 1.90 | | 8/7/2027 | | 0 | | $0 |
| | | | 210,937 | | | | 1.80 | | 1/5/2028 | | 0 | | $0 |
| | | | 174,971 | | | | 2.17 | | 7/5/2029 | | 0 | | $0 |
| | | | 189,843 | | | | 2.00 | | 6/5/2030 | | 0 | | $0 |
| | | | | | | | | | | | | | |
Alfred C. Liggins, III | | | | 587,000 | | | | 2.75 | | 10/6/2024 | | 0 | | $0 |
| | | | 333,059 | | | | 1.90 | | 8/7/2027 | | 0 | | $0 |
| | | | 351,562 | | | | 1.80 | | 1/5/2028 | | 0 | | $0 |
| | | | 291,619 | | | | 2.17 | | 7/5/2029 | | 0 | | $0 |
| | | | 316,406 | | | | 2.00 | | 6/5/2030 | | 0 | | $0 |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Peter D. Thompson | | | | 225,000 | | | | 2.75 | | 10/6/2024 | | 0 | | $0 |
| | | | 59,527 | | | | 2.17 | | 7/5/2029 | | 0 | | $0 |
| | | | 108,333 | | | | 2.00 | | 6/5/2030 | | 0 | | $0 |
| Outstanding Equity Awards at 2020 Fiscal Year-End | ||||||||||||||||||||||||
| OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) exercisable | Number of Securities Underlying Unexercised Options (#) unexercisable | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($) | ||||||||||||||||||||
| Option Exercise | Option | |||||||||||||||||||||||
| Class A | Class D | Class D | Price ($) | Expiration Date | Class D | Class D | ||||||||||||||||||
| Catherine L. Hughes | 0 | 293,000 | 2.75 | 10/6/2024 | 0 | $ | 0 | |||||||||||||||||
0 | 199,836 | 1.90 | 8/7/2027 | 0 | $ | 0 | ||||||||||||||||||
0 | 210,937 | 1.80 | 1/5/2028 | 0 | $ | 0 | ||||||||||||||||||
0 | 174,971 | 2.17 | 7/5/2029 | 0 | $ | 0 | ||||||||||||||||||
189,843 | 2.00 | 6/5/2030 | 427,148 | $ | 499,763 | |||||||||||||||||||
| Alfred C. Liggins, III | 0 | 587,000 | 2.75 | 10/6/2024 | 0 | $ | 0 | |||||||||||||||||
0 | 333,059 | 1.90 | 8/7/2027 | 0 | $ | 0 | ||||||||||||||||||
0 | 351,562 | 1.80 | 1/5/2028 | 0 | $ | 0 | ||||||||||||||||||
0 | 291,619 | 2.17 | 7/5/2029 | 0 | $ | 0 | ||||||||||||||||||
316,406 | 2.00 | 6/5/2030 | 711,914 | $ | 1,352,637 | |||||||||||||||||||
| Peter D. Thompson | 0 | 225,000 | 2.75 | 10/6/2024 | 0 | $ | 0 | |||||||||||||||||
0 | 59,527 | 2.17 | 7/5/2029 | 0 | $ | 0 | ||||||||||||||||||
108,333 | 2.00 | 6/5/2030 | 243,750 | $ | 463,125 | |||||||||||||||||||
Directors’ Fees
Pursuant to our director compensation policy, our non-employee directors each receive an annual retainer of $50,000 which is paid in equal installments on a quarterly basis and $50,000 of restricted stock units which vest over a two year period. In addition, they receive $10,000 annually for being a member of a committee (the chairman of each committee receives an additional $5,000 per annum) and are reimbursed for all out-of-pocket expenses related to meetings attended. Under our policies, the grant date for the Non-Employee Director Annual Award is the fifth day of the month following the date of the annual stockholder meeting.
2021 Director Compensation
| | | | | | | |
Name |
| Fees Earned |
| Stock Awards |
| Total $ |
|
Terry L. Jones (3) | | $85,000 | | $48,853 | | $133,853 | |
| | | | | | | |
Brian W. McNeill | | 80,000 | | 48,853 | | 128,853 | |
| | | | | | | |
B. Doyle Mitchell | | 70,000 | | 10,946 | | 80,946 | |
| | | | | | | |
D. Geoffrey Armstrong (3) | | 75,000 | | 48,853 | | 123,853 | |
| 2020 Director Compensation | ||||||||||||
| Name | Fees Earned or Paid in Cash $ (1) | Stock Awards $ (1) (2) | Total $ | |||||||||
Terry L. Jones (3) | 85,000 | 50,071 | 135,071 | |||||||||
Brian W. McNeill (3) | 80,000 | 50,071 | 130,071 | |||||||||
B. Doyle Mitchell (4) | 0 | 0 | 0 | |||||||||
D. Geoffrey Armstrong (3) | 75,000 | 50,071 | 125,071 | |||||||||
1) | The dollar amount recognized for financial accounting statement reporting purposes in | |||||||||||||
(2) | On July 06, 2021 each non-employee director was awarded 9,671 restricted shares of Class D common stock. | |||||||||||||
The number of shares was determined by dividing $5.17, the closing price of our Class D common stock on July 06, 2021 into $50,000. | ||||||||||||||
On June 16, 2020 each non-employee director was awarded 18,248 restricted shares of Class D common stock. | ||||||||||||||
The number of shares was determined by dividing | ||||||||||||||
(3) | ||||||||||||||
60,240 exercisable options outstanding in the aggregate as of December 31, | ||||||||||||||
Equity Compensation Plan Information
The following table sets forth, as of December 31, 2020,2021, the number of shares of Class A and Class D common stock that are issuable upon the exercise of stock options outstanding under our Amended and Restated Urban One 2019 EquityStock Option and Performance IncentiveRestricted Stock Grant Plan.
| | | | | | | | | | |
Plan category | | | | | | Number of Securities to be Issued Upon Exercise of Outstanding Options | | Weighted Average Exercise Price of Outstanding Options | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding Securities Reflected In the First Column) |
Equity compensation plans approved by security holders | | | | | | | | | | |
Urban One 2019 Stock Option | | | | | | | | | | |
and Restricted Stock Grant Plan | | | | | | | | | | |
| Class A | | | | | 0 | | 0.00 | | 2,000,000 |
Urban One 2019 Stock Option and restricted Stock Plan | | | | | | | | | | |
| Class D | | | | | 3,770,913 | | 2.18 | | 5,898,026 |
Equity compensation plans not approved by security holders | | | | | | 0 | | 0.00 | | 0 |
Total | | | | | | 3,770,913 | | 2.18 | | 7,898,026 |
| Plan category | Number of Securities to be Issued Upon Exercise of Outstanding Options | Weighted Average Exercise Price of Outstanding Options | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding Securities Reflected In the First Column) | |||||||||
| Equity compensation plans approved by security holders | ||||||||||||
Urban One 2019 Stock Option and Restricted Stock Plan | ||||||||||||
| Class D | 4,018,991 | 2.11 | 520,425 | |||||||||
Total | 4,018,991 | 2.11 | 520,425 | |||||||||
AUDIT COMMITTEE REPORT
This report is not soliciting material, is not deemed filed with the SEC and is not incorporated by reference in any of Urban One’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this proxy statement and irrespective of any general incorporation language in any such filing.
The audit committee’s responsibilities are described in its written charter adopted by the board. The audit committee charter is posted on Urban One’s website located at https://urban1.com/urban-one-investor-relations/. The audit committee fulfills its responsibilities through periodic meetings with our independent registered public accounting firm and management. The audit committee reviews the financial information that will be provided to stockholders and others, the systems of internal controls that management and the board have established, and the audit process. In fulfilling these responsibilities, the committee, among other things, oversees the independent registered public accounting firm and confirms their independence, reviews the adequacy of the system of internal accounting controls and internal control over financial reporting, reviews financial statements, earnings releases and accounting matters, and reviews related party transactions. Management is responsible for the financial statements and the reporting process, including the system of internal controls. The independent registered public accounting firm is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States.
The committee meetings regularly included separate sessions with the independent registered public accounting firm, in each case without the presence of Urban One’s management. As part of its oversight of Urban One’s financial statements, the committee reviewed and discussed with both management and the independent registered public accounting firm the audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2020,2021, and quarterly operating results prior to their issuance.
During 2020,2021, management advised the committee that each set of financial statements reviewed had been prepared in accordance with generally accepted accounting principles and reviewed significant accounting and disclosure issues with the committee. The committee also typically holds discussions with management and the independent registered public accounting firm regarding the effectiveness of Urban One'sOne’s internal control over financial reporting in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Even though not required due to the Company’s status as an non-accelerated filer for the year ended December 31, 2020, such discussion was held in connection with the filing of the Form 10-K for 2020. The committee also discussed with the independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board ("PCAOB"(“PCAOB”) Auditing Standard AS 1301, "Communications“Communications with Audit Committees,"” as amended, which includes, among other items, matters related to the conduct of the annual audit of Urban One’s financial statements. In addition, the committee discussed with the independent registered public accounting firm the auditor’s independence from Urban One and its management, including the matters in the written disclosures required by AS 1005, "Independence,"“Independence,” and the committee satisfied itself as to the independent registered public accounting firm’s independence.
In reliance on the reviews and discussions referred to above, the committee recommended to the board, and the board approved, the inclusion of the audited financial statements in Urban One'sOne’s Annual Report on Form 10-K for the year ended December 31, 2020,2021, for filing with the SEC.
| |
| Respectfully submitted, |
| |
| Audit Committee: |
| |
| D. Geoffrey Armstrong, Chairman |
| Brian W. McNeill, |
| Terry L. Jones |
| B. Doyle Mitchell |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We review all transactions and relationships in which Urban One and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. In addition, our code of ethics requires our directors, executive officers and principal financial officers to report to the board or the audit committee any situation that could be perceived as a conflict of interest. Once a related person transaction has been identified, the Board of Directors may appoint a special committee of the Board of Directors to review and, if appropriate, approve such transaction. The special committee will consider the material facts, such as the nature of the related person’s interest in the transaction, the terms of the transaction, the importance of the transaction to the related person and to us, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, and other matters it deems appropriate. As required under the SEC rules, we disclose in the proxy statement related party transactions that are directly or indirectly material to us or a related person.
Reach Media operates the Tom Joyner Foundation’s Fantastic Voyage® (the “Fantastic Voyage®”), a fund-raising event, on behalf of the Tom Joyner Foundation, Inc. (the “Foundation”), a 501(c)(3) entity. The agreement under which the Fantastic Voyage® operates provides that Reach Media provide all necessary operations of the cruise and that Reach Media will be reimbursed its expenditures and receive a fee plus a performance bonus. Distributions from operating revenues are in the following order until the funds are depleted: up to $250,000 to the Foundation, reimbursement of Reach’s expenditures, up to a $1.0 million fee to Reach, a performance bonus of up to 50% of remaining operating revenues to Reach Media, with the balance remaining to the Foundation. For 2021 and 2022, $250,000 to the Foundation is guaranteed. Reach Media’s earnings for the Fantastic Voyage® in any given year may not exceed $1.75 million. The Foundation’s remittances to Reach Media under the agreements are limited to its Fantastic Voyage® related cash collections. Reach Media bears the risk should the Fantastic Voyage® sustain a loss and bears all credit risk associated with the related passenger cruise package sales. The agreement between Reach and the Foundation automatically renews annually unless termination is mutually agreed or unless a party’s financial requirements are not met, in which case the party not in breach of their obligations has the right, but not the obligation, to terminate unilaterally. Due to the pandemic, the 2020 cruise has beenwas rescheduled to November 2021 and passengers have beenwere given the option to have the majority of their payments refunded. As of December 31, 2021, Reach Media owed the Foundation $41,000 under the agreements for the operation of the cruises and as of December 31, 2020, Reach Media owed the Foundation $244,000 due to passengers’ refunds pending and as of December 31, 2019, the Foundation owed Reach Media $24,000.
Reach Media provides office facilities (including office space, telecommunications facilities, and office equipment) to the Foundation. Such services are provided to the Foundation on a pass-through basis at cost. Additionally, from time to time, the Foundation reimburses Reach Media for expenditures paid on its behalf at Reach Media-related events. Under these arrangements, as of December 31, 20202021 and 2019,2020, the Foundation owed $6,000$4,000 and $32,000,$6,000, respectively, to Reach Media.
For the year ended December 31, 2019,2021, Reach Media’sMedia's revenues, expenses, and operating income for the Fantastic Voyage were approximately $10.2$7.0 million, $8.5$6.6 million, and $1.7 million,$400,000, respectively. The Fantastic Voyage took place during the secondfourth quarter of 2019.2021. Due to the aforementioned rescheduling of the Fantastic Voyage resulting from impacts of the COVID pandemic, no cruise was operated in 2020.
Alfred C. Liggins, 23
PROPOSAL 63 —RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our financial statements for the year ended December 31, 2020,2021, have been audited by BDO USA, LLP, our independent registered public accounting firm. The Board of Directors has appointed BDO USA, LLP as independent registered public accounting firm to audit our financial statements for the year ending December 31, 2021.2022. Although not required by the bylaws or other applicable laws, the Board of Directors, in accordance with accepted corporate practice, is asking stockholders to ratify the action of the Board of Directors in appointing the firm of BDO USA, LLP to be the independent registered public accounting firm of Urban One for the year ending December 31, 2021,2022, and to perform such other services as may be requested.
Whether the selection of BDO USA, LLP is ratified or not by our stockholders at the annual meeting, the Board of Directors in its discretion may select and appoint a different independent registered public accounting firm at any time. In all cases, the Board of Directors will make any determination as to the selection of Urban One’s independent registered public accounting firm in light of the best interests of Urban One and its stockholders.
Representatives of BDO USA, LLP will be present at the meeting, and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Independent Registered Public Accounting Firm Fees
The following table shows the fees paid by us for audit and other services provided by BDO USA, LLP during 20202021 and 2019.2020.
| | | | | | | |
| | Year Ended December 31, | | ||||
| | 2021 | | 2020 | | ||
Audit fees (1) |
| $ | 1,646,500 |
| $ | 1,723,518 |
|
| Year Ended December 31, | ||||||||
| 2020 | 2019 | |||||||
| Audit fees (1) | $ | 1,723,518 | $ | 1,429,400 | ||||
| Audit-related fees (2) | - | 19,385 | ||||||
| (1) | Consists of professional services rendered in connection with the audit of our financial statements for the most recent fiscal year, reviews of the financial statements included in our quarterly reports on Form 10-Q during the fiscal years ended December 31, |
Pre-Approval Policies and Procedures
The audit committee has adopted a policy that requires advance approval of all audit, audit-related, tax services, and other services performed for Urban One by BDO USA, LLP. This policy provides for pre-approval by the audit committee of specifically defined audit and non-audit services. The audit committee has delegated to the chairman of the audit committee authority to approve permitted services up to a certain amount provided that the chairman reports any decisions to the audit committee at its next scheduled meeting.
The Board Unanimously Recommends that You Vote “For”
the Ratification of BDO USA, LLP as the Independent Registered Public Accounting Firm
for the Year Ending December 31, 2021.2022.
STOCKHOLDER PROPOSALS FOR THE 20222023 ANNUAL MEETING
In order for a stockholder proposal intended to be presented pursuant to Rule 14a-8 under the Exchange Act to be included in the proxy statement for the 20222023 annual meeting, we must receive it no later than January 1, 2022,2023, the date that is expected to be approximately 120 days prior to the mailing of the proxy statement for the 20222023 annual meeting of stockholders. To be considered for inclusion in our proxy statement for that meeting, the stockholder proposal must be in compliance with Rule 14a-8 under the Exchange Act. In order for a stockholder proposal outside of Rule 14a-8 to be considered timely within the meaning of Rule 14a-4(c) of the Exchange Act, the stockholder proposal must be received by Urban One no later than March 10, 2022.2023. Stockholder proposals must be submitted by written notice delivered to the Assistant Secretary, Urban One, Inc., 14th Floor, 1010 Wayne Avenue, Silver Spring, Maryland 20910.
OTHER BUSINESS
At this time, the Board of Directors does not know of any business to be brought before the meeting other than the matters described in the notice of annual meeting. However, if a stockholder properly brings any other matters for action, each person named in the accompanying proxy intends to vote the proxy in accordance with his or her judgment on such matters.
| By Order of the Board of Directors, |
|
|
| Karen Wishart |
| Assistant Secretary |
| |
| SCAN TO VIEW MATERIALS & VOTE URBAN ONE, INC. 1010 WAYNE AVENUE, 14TH FLOOR SILVER SPRING, MD 20910 ATTN: KAREN WISHART VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any |
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| Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on June 14, 2022. The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. D75506-P72833 URBAN ONE, INC. Annual Meeting of Shareholders June 14, 2022 9:30 AM, EDT This proxy is solicited by the Board of Directors. The shareholder(s) hereby appoint(s) Peter D. Thompson and Karen Wishart, or either of them, as proxies, each with the power to appoint his/her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Class A common stock of Urban One, Inc. that the |
