UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

SPANISH BROADCASTING SYSTEM, INC.

(Name of Registrant as Specified In Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other than The Registrant)

Payment of Filing Fee (Check the appropriate box):

7007 NW 77^th Avenue

Miami, Florida 33166

May 23, 2018April 26, 2019

Dear Stockholders:

On behalf of the Board of Directors, I am pleased to invite you to the Annual Meeting of Stockholders of Spanish Broadcasting System, Inc. (“SBS”). The meeting will be held on Thursday, June 7, 2018,6, 2019, at the Pablo Raúl Alarcón Media Center, 7007 NW 77^th Avenue, Miami, Florida 33166 at 11:30 AM, Eastern Daylight Time (the “Annual Meeting”).

At the meeting, holders of our Class A and Class B common stock and Series C convertible preferred stock will be asked to vote (1) on the election of six members of the Board of Directors (the “Common Stock Directors”) to serve until our next annual meeting of stockholders or until their respective successors are elected and qualify.qualify, (2) to approve, on an advisory basis, the compensation of our named executive officers and (3) on the frequency of future votes to approve, on an advisory basis, the compensation of our named executive officers.

The Board of Directors recommends a vote (1) “FOR” the election of each of the six Common Stock Directors nominated to the Board.Board; (2) “FOR” approval, on an advisory basis, of our named executive officer compensation as described in this proxy statement; and (3) for recommendation, on an advisory basis, of conducting future advisory votes to approve named executive officer compensation every “THREE YEARS.” The proposal isproposals are described in detail in the attached Notice of Annual Meeting of Stockholders and Proxy Statement, which you are encouraged to read fully. We will also consider any additional business that may be properly brought before the Annual Meeting.

The Board of Directors has fixed the close of business on April 18, 20189, 2019 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponement thereof.

Your vote is important regardless of the number of shares you own, and we strongly encourage you to participate by voting your shares whether or not you plan to attend the Annual Meeting.

We intend to begin mailing the attached notice of the Annual Meeting, this Proxy Statement with an accompanying proxy card and our Annual Report on Form10-K for the year ended December 31, 20172018 (the “Annual Report”), on or about May 23, 2018.April 26, 2019. We encourage you to read the Annual Report fully. It includes information on SBS’s operations and markets, as well as SBS’s audited consolidated financial statements.

We look forward to seeing you at the Annual Meeting and appreciate your continued support.

Sincerely,

Raúl Alarcón

Chairman of the Board of Directors,

President and Chief Executive Officer

7007 NW 77th Avenue

Miami, Florida 33166

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

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PROXY STATEMENT

General

The Board of Directors (the “Board”) of Spanish Broadcasting System, Inc., a Delaware corporation (“SBS” or the “Company”), is soliciting proxies for the annual meeting of stockholders to be held on Thursday, June 7, 2018,6, 2019, at our principal executive offices, the Pablo Raúl Alarcón Media Center, 7007 NW 77^th Avenue, Miami, Florida 33166, at 11:30 AM, Eastern Daylight Time (the “Annual Meeting”). We are furnishing you with a Proxy Statement because you own shares of our common stock and/or Series C convertible preferred stock that entitle you to vote at the Annual Meeting. By use of a proxy, you can vote on the ProposalProposals (as discussed below), whether or not you attend the Annual Meeting. We intend to begin mailing the attached notice of the Annual Meeting, this Proxy Statement with an accompanying proxy card and our 2017Annual2018 Annual Report on Form10-K (the “Annual Report”) for the year-ended December 31, 20172018 to our stockholders, on or about May 23, 2018.April 26, 2019. The Proxy Statement describes the matters we would like you to vote on and provides information on these matters so you can make an informed decision. All references in this Proxy Statement to “we,” “our,” or “us” or the “Company” refer to SBS.

Annual Meeting Admission

Only stockholders are invited to attend the meeting.Annual Meeting. An admission ticket or proof of ownership of our stock, along with personal identification, must be presented in order to be admitted to the Annual Meeting. If you are a stockholder of record, you may bring the top portion of the proxy card as proof of ownership. If your shares are held in the name of a bank, broker or other holder of record, you must bring a brokerage statement or other proof of ownership with you to the Annual Meeting, or obtain an admission ticket in advance. If you do not provide photo identification or comply with the other procedures outlined above, you will not be admitted to the Annual Meeting.

No cameras (including cell phone cameras), recording equipment, electronic devices, large bags, briefcases, or packages will be permitted in the Annual Meeting.

Purpose of the Annual Meeting

The purpose of the Annual Meeting is to have the holders of Class A and Class B common stock and the Series C convertible preferred stock vote on the election of six members of the Board of Directors (the “Common Stock Directors”).stock:

No matters other than those referred to above are presently scheduled to be considered at the Annual Meeting.

Recommendations of Our Board of Directors

Our Board of Directors recommends that you vote your shares as follows:

Votes Required with Respect to the Proposal

Proposal 1—Election of Common Stock Directors — The six nominees for election as directors at the Annual Meeting will be elected by a majority of the votes cast of the Class A and Class B common stock and Series C convertible preferred stock at the Annual Meeting.

Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation ��The affirmative “FOR” vote of a majority of the votes cast of the Class A and Class B common stock and Series C convertible preferred stock at the Annual Meeting is required to ratify this proposal.

Proposal 3—Advisory Vote to Recommend the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation — The frequency of future advisory votes on executive compensation will be electeddetermined by a majority of the votes cast of the Class A and Class B common stock and Series C convertible preferred stock at the Annual Meeting.

Holders of common stock and Series C convertible preferred stock who abstain will be considered present at the Annual Meeting for quorum purposes, but their votes will not be counted as affirmative votes. Abstaining,

Shares Held with a Broker, Bank, Trustee or Other Nominee

Most of our common stockholders hold their shares through a stockbroker, bank, trustee, or other nominee rather than directly in their own name. If your shares are held in a stock brokerage account, by a broker, bank, trustee, or other nominee, you are considered the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by your broker, bank, trustee, or nominee who is considered the stockholder of record of those shares. As the beneficial owner, you have the right to direct your broker, bank, trustee, or nominee on how to vote and are also invited to attend the meeting.Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the meeting.Annual Meeting. Your broker, bank, trustee, or

to attend the Annual Meeting. Please refer to the summary instructions below and those included on your proxy card or, for shares held in street name, the voting instruction card included by your broker or nominee.

Quorum

A “quorum” of stockholders is necessary to hold the Annual Meeting. The presence, in person or represented by proxy, of the holders of a majority of the aggregate votes entitled to be cast by the Class A common stock, Class B common stock, and the Series C convertible preferred stock, voting together as a single class, will constitute a quorum for the Proposals at the Annual Meeting. If a quorum is not present, the stockholders entitled to vote who are present in person or by proxy at the Annual Meeting have the power to adjourn the Annual Meeting from time to time until a quorum is present or represented. Unless the adjournment is for more than thirty days or unless a new record date is set for the adjourned meeting, no notice of the adjourned meeting must be given other than by announcement at the Annual Meeting. At an adjourned meeting at which a quorum is present, any business may be transacted that could have been transacted at the original Annual Meeting.

Information to Rely Upon When Casting Your Votes

You should rely only on the information contained in this Proxy Statement when casting your votes. We have not authorized anyone to give any information or to make any representations in connection with this proxy solicitation other than those contained in this Proxy Statement. You should not rely on any information or

votes on executive compensation, you may vote for an advisory vote on executive compensation to occur every “1 Year,” “2 Years” or “3 Years” or you may “ABSTAIN”. If you “ABSTAIN” for any of the proposals, it has the same effect as a vote “AGAINST” such matter.

If you are a holder of common stock and you hold your shares directly as the stockholder of record and you sign your proxy card with no further instructions, your shares will be voted in accordance with the recommendations of the Board. The inspector of elections will tabulate the votes. If you hold your shares beneficially in street name and you sign your broker instruction card with no further instructions, under the rules of various securities exchanges, your nominee generally may vote on routine matters, but cannot vote onnon-routine matters. TheEach of (i) the election of our Common Stock Directors, (ii) the approval, on an advisory basis, of our named executive officer compensation and (iii) the recommendation of the frequency of future votes to approve, on an advisory basis, the compensation of our named executive officers is considered anon-routine matter. Therefore, if you hold your shares beneficially in street name, it is critical that you give instructions on how to cast your vote if you want it to count.count with respect to Proposal 1, Proposal 2 and Proposal 3. If you do not instruct your bank, brokerage firm or other nominee how to vote with respect to Proposal 1,each of the proposals, no vote will be cast on your behalf.

With regards to each of the Proposals, shares represented by proxies that are marked “WITHHOLD ALL”, “FOR ALL EXCEPT” or “ABSTAIN”, as applicable, and shares that are not voted, will have the effect of a vote against such proposal because approval of the proposal requires the affirmative vote of the holders of a majority of the shares of Class A common stock, Class  B common stock and Series C convertible preferred stock present in person or represented by proxy at the Annual Meeting.

Confidentiality

All stockholder proxies, ballots, and tabulations that identify stockholders are maintained in confidence. No such document will be available for examination, and the identity and vote of any stockholder will not be disclosed, except as necessary to meet legal requirements and allow the inspectors of election to certify the results of the stockholder vote.

elimination or to consent implicitly by not requesting continuation of duplicate mailings. Since not all brokers and nominees may offer stockholders the opportunity this year to eliminate duplicate mailings, you may need to contact your broker or nominee directly to discontinue duplicate mailings to your household.

Electronic Delivery of Future Proxy Materials

Stockholders may also sign up to receive future proxy materials, including our annual reports,E-Proxy Notices, and other stockholder communications electronically instead of by mail. This will reduce our printing and postage costs, eliminate bulky paper documents from your personal files and conserve natural resources. In order to receive the communications electronically, you must have ane-mail account, access to the Internet through an Internet service provider and a web browser that supports secure connections. Visit http://enroll.icsdelivery.com/brtas for additional information regarding electronic delivery enrollment and follow the instructions therein.

List of Stockholders

The names of stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten (10) days prior to the meeting for any purpose germane to the meeting, between the hours of 9:30 a.m. and 4:30 p.m. (Eastern Daylight Time), at our principal executive offices at the Pablo Raúl Alarcón Media Center, 7007 NW 77th Avenue, Miami, Florida 33166 by contacting the Secretary of the Company.

Cost of Proxy Solicitation

We, on behalf of the Board of Directors, are soliciting proxies in connection with this Annual Meeting. We will pay for the cost of preparing, assembling, printing, mailing, and distributing these proxy materials. You will need to obtain your own Internet access if you choose to vote over the Internet. The solicitation of proxies or votes may be made by our directors, officers, and employees, who do not receive any additional compensation for these solicitation activities. We have retained Morrow & Co., Inc. to assist us in the distribution of proxy materials and the solicitation of votes. We will pay Morrow & Co., Inc. a fee of approximately $3,000, plus out-

CORPORATE GOVERNANCE

The Board of Directors

Our business and affairs are managed under the direction of the Board. The Board meets on a regularly scheduled basis during the year to review significant developments affecting us and to act on matters requiring its approval. The Board also holds special meetings as required from time to time when important matters arise between scheduled meetings that require action by the Board. During 2017,2018, the Board consisted of six Common Stock Directors, Raúl Alarcón, Joseph A. García, Manuel E. Machado, Jason L. Shrinsky, José A. Villamil and Mitchell A. Yelen (the Common Stock Directors) and, for a portion of the year, Alan B. Miller and Gary B. Stone (Messrs. Miller and Stone, the former Preferred Stock Directors). The two Preferred Stock Directors resigned from the Board on August 17, 2017.Yelen. For purposes of serving on committees of the Board, Messrs. Machado, Shrinsky, Villamil and Yelen were deemed to be “independent” for 20172018 under Rule 5605(a)(2) of the National Association of Securities Dealers Automatic Quotation System’s (“NASDAQ”) Listing Rules.Rules (the “Listing Rules”).

Before moving ourOur Class A common stock to the OTCQB^® Best Market in January of 2017 and subsequently tois currently listed on the OTCQB Venture Market in March of 2018, our Class A common stock was listed on NASDAQ. Although we areand no longer subject to the NASDAQ listing rules,Listing Rules where our stock was previously listed. However, we have continuedcontinue to use those rulesNASDAQ’s Listing Rules to determine whether our directors are “independent”.

The Board held a total of fiveseven meetings during the year ended December 31, 2017.2018. Each incumbent director who was a director of SBS during 20172018 attended 75% or more of the aggregate number of meetings of the Board and the meetings of all committees of the Board on which he served during the period of time in which he served.

Our Board has a separately-designated standing Audit Committee established in accordance with Section 3(a)58(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and a Compensation Committee. These committees are composed solely of independent directors. The functions and membership of each committee of the Board are set forth below. Our Board does not have a standing nominating committee.

Board Leadership Structure

Raúl Alarcón serves as our Chairman of the Board, President and CEO.Chief Executive Officer (“CEO”). Our Board believes that combining the role of Chairman of the Board and CEO furthers the development and execution of the Company’s strategy, facilitates information flow between management and the Board and promotes efficiency given the size of the Company and its operations. Our Board believes that Mr. Alarcón’s service as both Chairman of the Board and CEO is in our and our stockholders’ best interests. In addition, Mr. Alarcón has extensive experience in the broadcasting industry and possesses detailed andin-depth knowledge of the issues, opportunities and challenges that we face. Our Board believes that he is, therefore, best positioned to develop agendas that ensure that our Board’s time and attention are focused on the most critical matters.

Mr. Alarcón is not an independent director. We do not have a lead independent director. We believe that the governance structure we have is customary for public companies in which the lead stockholder continues to retain a majority voting interest, and we regard Mr. Alarcón’s leadership role on the Board as positive for the Company in that it fosters stability and encourages consensus-building between Board initiatives and stockholder support.

Although our Board believes that the combination of the Chairman of the Board and CEO roles is appropriate in the current circumstances, our Board has not established this approach as policy, andpolicy. Our Board will routinely review its determination as circumstances dictate and from time to time.

Risk Oversight

Our Board as a whole has responsibility for risk oversight. Our Board meets regularly to discuss the strategic direction and the issues and opportunities facing our company in light of trends and developments in the

broadcasting industry and general business environment. Throughout the year, our Board provides guidance to management regarding our strategy and helps to refine our operating plans to implement our strategy. The involvement of the Board in setting our business strategy is critical to the determination of the types and appropriate levels of risk undertaken by the Company. Our Board is responsible for risk oversight as part of its fiduciary duties to the stockholders and the Company, and our Board administers its risk oversight function as a whole and through its committees. For example, the Audit Committee is charged with the task of overseeing the Company’s risk management process on behalf of the Board. The Audit Committee periodically meets with the Company’s senior management to review the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. In addition, the Compensation Committee considers the risks that may be affected by the Company’s executive compensation programs. While the full Board, and its committees, oversee the Company’s risk management, the Company’s management is responsible for the implementation of the Company’s risk management guidelines and policies and the Company’sday-to-day risk management process. Finally, the Board believes that the combined Chairman and CEO leadership structure of the Board allows for quick and definitive assessment of issues that should be brought to the Board’s attention.

Committees of our Board of Directors

Audit Committee

The Audit Committee currently consists of Messrs. Machado, Shrinsky, Villamil, and Yelen, each of whom the Board has been determined to be independent as defined under Rule 5605(a)(2) of the NASDAQ Listing Rules and the SEC’s director independence standards for Audit Committee members. As discussed above, we are no longer required to comply with the NASDAQ listing rules,Listing Rules, but we have continued to use them to determine director independence.

Mr. Yelen serves as the Chairman of the Audit Committee. The Audit Committee has determined that Mr. Yelen qualifies as an “audit committee financial expert” as that term is defined by applicable SEC rules and regulations and serves as the Chairman of the Audit Committee.rules. All members of the Audit Committee are able to read and understand basic financial statements, including a balance sheet, income statement, and cash flow statement. The Audit Committee held five meetings during 2017.2018. The members of the Audit Committee, consisting of independent directors of the Board, regularly meet in executive session by themselves and, as appropriate, with the Company’s independent registered public accounting firm (the “Independent Registered Public Accounting Firm”), with the Company’s Internal Audit Manager and with the Company’s named executive officers.

The primary purpose of the Audit Committee is to assist the Board in its oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, and the qualifications, independence, financial reporting process, and performance of the “Independent Registered Public Accounting Firm”. In fulfilling its oversight responsibilities, the Audit Committee:

A full description of the Audit Committee’s primary responsibilities is contained in its written charter, which is publicly available on our website atwww.spanishbroadcasting.com under the tab entitledtitled “Investor Relations/Corporate Governance/Audit Committee Charter”.”

Compensation Committee

The Compensation Committee currently consists of Messrs. Machado, Shrinsky, Villamil and Yelen, each of whom the Board has been determined to be independent as defined under Rule 5605(a)(2) of the NASDAQ Listing Rules, and the additional independence requirements for Compensation Committeecompensation committee members set forth in Rule 5605(d)(2) of the NASDAQ Listing Rules. As described above, we are no longer subject to the NASDAQ listing rules, but we continue to use them to determine director independence qualifications. The Board has also determined that each Compensation Committee member qualifies as a“Non-Employee Director” underRule16b-3 of the Exchange Act and that each member qualifies as an “outside director” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). Mr. Villamil serves as the Chairman of the Compensation Committee. The Compensation Committee held sixten meetings during 2017.2018. The members of the Compensation Committee, consisting of independent directors of the Board, regularly meet in executive session by themselves and, from time to time, with the named executive officers.

The Compensation Committee reviews our compensation practices and policies, annually reviews performance and approves the compensation for the CEO and other senior executives, and reviews and discusses with management the compensation disclosures prepared in accordance with the SEC’s disclosure rules for executive compensation. In addition, the Compensation Committee:

The Compensation Committee may delegate all or a portion of its duties and responsibilities to a subcommittee. It did not delegate any of its responsibilities in 2017.2018.

A full description of the Compensation Committee’s primary responsibilities is contained in its written charter, which is publicly available on our website at www.spanishbroadcasting.com under the tab entitledtitled “Investor Relations/Corporate Governance/Compensation Committee Charter”.”

The Role of Executive Officers in Determining Executive Compensation

Our CEO develops recommendations regarding executive compensation, including proposals relative to compensation for individual executive officers, using internal and external resources. These resources include such things as external data as well as data, reports and recommendations from internal staff. Recommendations from our CEO include and consider all aspects of the compensation program — philosophy, design, compliance and competitive strategy — as well as specific actions regarding individual executive officer compensation. The Compensation Committee reviews these recommendations and decides whether to accept, reject, or revise the proposals.

Our CEO and Chief Financial Officer (“CFO”) assist the Compensation Committee in understanding key business drivers included in program designs, especially incentive programs. This may include defining related measures and explaining the mutual influence on or by other business drivers and the accounting and tax treatment relating to certain awards. Our CEO and CFO also provide updates to the Compensation Committee regarding current and anticipated performance outcomes and their impact on executive compensation.

Our outside counsel ensures that appropriate plan documentation and approvals are received in order to keep executive pay programs in compliance with applicable laws and stock exchange listing requirements. Our outside counsel also advises the Audit Committee and the Compensation Committee and also advises our Board regarding compliance with appropriate governance standards and requirements.

Disclosure Committee

The Disclosure Committee, as described below, was established by us to ensure compliance with the reporting requirements established by the SEC and is made up of certain key employees of the Company. The Disclosure Committee currently consists of Joseph A. García (Senior Executive Vice President, CFO, Chief Administrative Officer and Secretary)José I. Molina (CFO), the chairman of the committee, Albert Rodriguez (Chief Operating Officer), Richard D. Lara (Executive Vice President & General Counsel), Alex Aleman (Senior Vice President of Operations), Roberto Castro (Vice President of Finance), Frank Soricelli (Corporate Controller), Nelson SantosRobert Acosta (Vice President of Management Information Systems), Magalis Necega (Vice President of Human Resources),Technology) and JeannetteJeanette Menendez (SOX and Internal Audit Manager). Mr. Molina is the Chairman of the Disclosure Committee.

The general purpose of the Disclosure Committee is to design, establish and maintain a system of controls and procedures to ensure that information required to be disclosed in the reports and statements filed by us pursuant to the Exchange Act, is reported in conformity with the rules and forms of the SEC. The Disclosure Committee assists the CEO, CFO and the Audit Committee in monitoring (i) the integrity of the financial statements, policies, procedures and the internal financial and disclosure controls and risks of the Company and (ii) our compliance with regulatory requirements, to the extent that these policies, procedures and controls may generate either financial ornon-financial disclosures in our filings with the SEC.

Nominating Committee

Our Board does not have a standing nominating committee or a committee serving a similar function. The Board has determined that rather than a nominating committee, as a whole it is the most appropriate body for identifying director candidates and selecting nominees to be presented at each annual meeting of stockholders.

Director Nominations

The Board has not elected to establish a separate nominating committee or formal rules governing director nominations from stockholders. The functions of evaluating and nominating director candidates are performed by the Board as a whole. The Board will, from time to time, review biographical information and background material relating to potential candidates and interview selected candidates. The Board does not currently have a charter or written policy with regard to the nomination process. We have not engaged a third party to assist us in identifying and evaluating the individuals nominated for election as directors at this Annual Meeting.

The Board has not set specific, minimum qualifications that must be met by director candidates. In deciding whether to nominate any particular candidate for election to the Board, the Board considers the appropriate skills and personal characteristics needed in light of the makeup of the current Board, including considerations of each candidate’s integrity, character, sound judgment, business acumen, professional skills and experience, knowledge of our business and industry, differences in viewpoint, education, possible conflicts of interest, the ability to act in the interests of our stockholders and other individual qualities and attributes. Further, whileAlthough the Board does not have a formal diversity policy, it identifies qualified potential candidates without regard to any candidate’s race, color, disability, gender, national origin, sexual orientation, religion or creed. The Board seeks to ensure the fair representation of all stockholder interests on the Board. The Board believes that the use of these general criteria, along with anon-discriminatory policy, will best result in a Board that evidences that diversitythe diverse interests of our stockholders in many respects. The Board believes that it currently maintains that diversity. Although we are no longer subject to NASDAQ listing rules,Listing Rules, the Board also considers whether a potential nominee would satisfy the NASDAQ Listing Rules’ definition of “independent” and the SEC’s definition of “audit committee financial expert.”expert”. We believe that the backgrounds and qualifications of our directors, considered as a group, provides a composite mix of experience, knowledge and abilities that allows the Board to fulfill its responsibilities.

Stockholder recommendations relating to director nominees may be submitted in accordance with the procedures set forth below under the heading “Stockholder Proposals for Next Annual Meeting.”Meeting”. Stockholders may also send communications to the Board in accordance with the procedures set forth below under the heading “Stockholder Communications with the Board of Directors.”Directors”.

As a result of the Voting Rights Triggering Event (as defined in the Certificate of Designations under which our 10³⁄/₄% Series B Cumulative Exchangeable Redeemable Preferred Stock (the “Series B preferred stock”) was issued), on October 15, 2013, holders of the outstanding Series B preferred stock wereare entitled to elect two directors to newly created positions on our Board. On June 6, 2014, holders of the Series B preferred stock elected Alan B. Miller and Gary B. Stone to the Board. On August 17, 2017, the Preferred Stock Directors notified us of their resignation as members of the Board. The holders of the Series B preferred stock have the right to electThese two new directors topositions on the Board to fill the seats vacated by Messrs. Millerare currently vacant and Stone for their unexpired terms at a special meeting of the holders of the Series B preferred stock, which, to our knowledge, as of the date of this Proxy Statement, has not yet taken place. These two vacancies on the Board will remain unfilled until such time as the holders of the Series B preferred stock appoint two new Preferred Stock Directors. Only holders of Series B preferred stock may vote on the Preferred Stock Directors at a special meeting and thus the Preferred Stock Directors are not being voted upon at the Annual Meeting.

Stockholder Communications with the Board of Directors

Stockholders of SBS seeking to communicate with the Board, the chairs of the Audit and Compensation Committees of the Board, or with any of our other directors, should submit any communications in writing to the following address: Spanish Broadcasting System, Inc., Joseph A. García,José I. Molina, Chief Financial Officer, Pablo Raúl Alarcón Media Center, 7007 NW 77th Avenue, Miami, Florida 33166. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “a“Stockholder-Board Communication”.” Any such communication must identify the author as a stockholder, must include the stockholder’s full legal name, address, valid telephone number, the number of shares beneficially owned by the stockholder and, if applicable, the name of any specific intended recipient. We will forward any such communication to the full Board or to any individual director or directors to whom the communication is directed following its clearance through normal review and appropriate security procedures.

Code of Business Conduct and Ethics

We have a Code of Business Conduct and Ethics (the “Code of Ethics”), which is within the meaning of Code of Ethics under Item 406(b) of RegulationS-K.S-K of the Exchange Act. All of our directors, officers and employees, including our CEO and CFO, are required to abide by our Code of Ethics to ensure that our business is conducted in a consistently legal and ethical manner.

communicated by us; (iii) compliance with applicable governmental laws, rules and regulations; (iv) the prompt internal reporting of violations to the Code of Ethics to appropriate persons identified therein and (v) accountability for adherence to the Code of Ethics. Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Ethics.

This Code of Ethics is publicly available on our website atwww.spanishbroadcasting.com under the tab entitledtitled “Investor Information/Corporate Governance/Code of Conduct”.” If we make substantive amendments to the Code of Ethics or grant any waiver from its provisions to our principal executive, financial or accounting officers, or persons performing similar functions, including any implicit waiver, we will disclose the nature of such amendment or waiver on our website or in a report on Form8-K within four business days of such amendment or waiver.

Whistleblower Hotline

We have a whistleblower policy (the “Whistleblower Policy”), which establishes procedures for (i) the receipt, retention and treatment of complaints received by our company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

If you wish to contact our Audit Committee to report complaints or concerns relating to the financial reporting of our company, you may do so by using the various alternatives provided by us, such as (i) writing directly to the Chairman of the Audit Committee, c/o SOX and Internal Audit Manager, Spanish Broadcasting System, Inc., Pablo Raúl Alarcón Media Center, 7007 NW 77th Avenue, Miami, Florida 33166, (ii) confidentially and anonymously by calling a toll free telephone “hotline” operated by an independent party at(866) 789-1229, (iii) completing a confidential and anonymous report atwww.tnwinc.com/webreport, (iv) sending a confidential facsimile to either(770) 409-5008 or1-800-748-6159 or (v) sending a confidential email to reportline@tnwinc.com. A copy of our Whistleblower Policy is available on our Internet website at www.spanishbroadcasting.com under the tab entitledtitled “Investor Relations/Corporate Governance/Ethics and Compliance Hotline”.”

Board of Directors Attendance at Annual Meeting of Stockholders

Although we do not have a formal policy requiring director attendance at our Annual Meeting, all directors and all nominees for election as directors are encouraged to attend the Annual Meeting.annual meeting of stockholders. Last year, all of our incumbent directors,Common Stock Directors and Common Stock Director nominees, and former Preferred Stock Directors, attended our Annual Meeting,annual meeting, either in person or telephonically.

BOARD OF DIRECTORS

The Board of Directors currently consists of six Common Stock Directors. Each of the Common Stock Directors is standing for reelection to hold office until the next Annual Meeting of Stockholders. Each nominee elected as a Common Stock Director will continue in office until his successor has been elected and qualified, or until his earlier death, resignation, or retirement. The Board has designated as Common Stock Director nominees: Raúl Alarcón, Joseph A. García, Manuel E. Machado, Jason L. Shrinsky, José A. Villamil and Mitchell A. Yelen, each of whom currently serves as a member of the Board.

Other than the proposalproposals described in this Proxy Statement, the Board is not aware of any other matters to be presented for a vote at the Annual Meeting. If you grant a proxy by telephone, Internet, or by signing and returning your proxy card, either of the persons named as proxy holders — Raúl Alarcón, our Chairman, President and CEO, or Joseph A. García,José I. Molina, our Senior Executive Vice President, CFO Chief Administrative Officer (“CAO”) and Secretary — will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting.Annual Meeting. If any of our nominees are unavailable as a candidate for director, the above-named proxy holders will vote your proxy for another candidate or candidates as may be nominated by the Board.

COMMON STOCK DIRECTOR NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

The following table sets forth information concerning the six nominees for director elected by the holders of Class A and Class B common stock and the Series C convertible preferred stock as of the date of this Proxy Statement. Each of our Common Stock Directors serves until his successor is elected and qualified.

		Raúl Alarcón joined us in 1983 as an account executive andexecutive. Mr. Alarcón has been our President and a director since October 1985 and our CEO since June 1994. On November 2, 1999, Mr. Alarcón became our Chairman of the Board and continues as our CEO and President. Currently, Mr. Alarcón is responsible for our long-range strategic planning and operational matters and is instrumental in the acquisition and related financing of each of our stations. Mr. Alarcón is the son of the late Pablo Raúl Alarcón, Sr. We nominated Mr. Alarcón as a director because we believe he provides a historical perspective to our long operating history, having joined us in 1983 and has extensive experience in Spanish-language media broadcasting.
		Joseph A. García has beenbecame one of our directors on June 3, 2008. Through January 2019, Mr. García served as our CFO since 1984, Executive Vice President from 1996 to 2008, and Secretary since November 2, 1999. On June 3, 2008, Mr. García was elected to the Board and on August 4, 2008, became our Chief Administrative Officer and Senior Executive Vice President.President since August 4, 2008, and our Secretary since November 2, 1999. He was also one of our Executive Vice Presidents from 1996 to 2008. Mr. García iswas responsible for our financial affairs, operational and administrative matters, investor relations, and has beenwas instrumental in the acquisition and related financing of our stations. Before joining us in 1984, Mr. García spent thirteen years in international financial planning positions with Philip Morris Companies, Inc. and with

PREFERRED STOCK DIRECTORS

On June 6, 2014,As a result of the Voting Rights Triggering Event (as defined in the Certificate of Designations under which our 10³/₄% Series B Cumulative Exchangeable Redeemable Preferred Stock (the “Series B preferred stock”) was issued), on October 15, 2013, holders of ourthe outstanding Series B preferred stock electedare entitled to elect two new directors to the Board of Directors, pursuant to the Certificate of Designations governing the rights of the Series B preferred stock. On August 17, 2017, Alan B. Miller and Gary B. Stone, the former Preferred Stock Directors, notified SBS of their resignation as members of the Board of Directors.newly created positions on our Board. The holders of the Series B preferred stock have the right to elect two new directors to the Board of Directors to fill the vacant seats vacated by Messrs. Miller and Stone for their unexpired terms at a special meeting of the holders of the Series B preferred stock, which, to our knowledge, as of the date of this Proxy Statement, has not yet taken place. These two vacancies on the Board of Directors will remain unfilled until such time as the holders of the Series B preferred stock appoint two new Preferred Stock Directors.Directors to the vacancies. Thus, there are no Preferred Stock Directors currently serving on the Board of Directors. Only holders of Series B preferred stock may vote on the Preferred Stock Directors at a special meeting and thus the Preferred Stock Directors are not being voted upon at the Annual Meeting.

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

In addition to those directors named aboveMr. Alarcón who areis also ouran executive officers,officer, the following table sets forth information concerningnon-director employees who serve as our executive officers as of the date of this Proxy Statement. Our executive officers serve at the discretion of the Board of Directors.

		Richard D. Lara has been Executive Vice President and General Counsel at Spanish Broadcasting System, Inc.SBS since August 1, 2016.2016 and oversees the Legal and Corporate Affairs department which includes: Legal and Business Affairs, Corporate Compliance, Government Relations, Corporate Social Responsibility, Community Empowerment, Standards and Practices, Advertising Review and Compliance and Risk Management. Mr. Lara’s industry and trial experience is broad and substantial. Before joining the Company, Mr. Lara counseled domestic and international corporate clients regarding business disputes, including serving as lead litigator in high-stakes trials both in the federal and state courts. He practiced law at Mase Lara, P.A., a boutique trial law firm based in Miami, where he concentrated primarily on complex civil and commercial litigation. He has frequently appeared on televised news programs to provide legal commentary. In addition, Mr. Lara is an active member of various community organizations, including serving as current CommissionerVice Chair of the Judicial Nominating Commission for Florida’s Third District Court of Appeal (appointed by former Florida Governor Rick Scott). He also served as the Chair of the 11th Judicial Circuit Grievance Committee for the Florida Bar, and was nominated for “Man of the Year” for the Leukemia & Lymphoma Society. Mr. Lara received his law degree from Boston College Law School and earned his undergraduate degree from the University of Michigan.
		José I. Molinare-joined SBS as our Chief Financial Officer in January 2019 and is responsible for our financial affairs, operational and investor relations matters. Mr. Molina has over 20 years of experience in corporate finance leadership and public accounting roles including broad experience in mergers and acquisitions, capital markets and corporate restructuring. Previously, Mr. Molina was the Senior Vice President and Chief Financial Officer, Networks at Univision Communications and was responsible for their overall controllership and financial performance including P&L management and strategic planning. Prior to Univision, he was President and Chief Financial Officer at MundoMax (formerly known as MundoFOX), a Spanish-language broadcast television network that had over 50 affiliate stations nationwide and is owned by RCN Television. There he directed all

SUMMARY COMPENSATION TABLE

The following table discloses compensation for the years ended December 31, 20172018 and December 31, 2016,2017, as applicable, received byof our (i) President and CEO, Raúl Alarcón, (ii) former Senior Executive Vice President, CFO, CAOChief Administrative Officer (“CAO”) and Secretary, Joseph A. García, (iii) Executive Vice President and (iii) ourGeneral Counsel, Richard D. Lara, and (iv) Chief Operating Officer, Albert Rodriguez. These individuals are also referred to in this Proxy Statement as our “named executive officers” or “NEOs.”“NEOs”.

December 31, 2022 or a successive December 31 or the agreement is terminated early pursuant to the terms of the Alarcón Employment Agreement.

Base Salary. Pursuant to the Alarcón Employment Agreement, Mr. Alarcón’s annual base salary is not less than $1,750,000.

Retention Bonus. Pursuant to the Alarcón Employment Agreement, Mr. Alarcón was awarded a retention bonus equal to $1,616,668, of which $216,668 was paid upon execution of the Alarcón Employment Agreement and $50,000 per month wasis payable for 28 months.months beginning in June 2018. For 2017,2018, Mr. Alarcón did not receive anyreceived $566,668 of retention bonus payments asand the remainder of the retention bonus payments due were paidare payable in 2016.$50,000 monthly payments through September 2020.

Annual Bonus. Mr. Alarcón can also earn an annual performance bonus of up to $750,000 if the performance criteria for the year is achieved or exceeded. Additionally, the Compensation Committee may exercise its discretion and award a bonus either in addition to the performance bonus or in the event that no performance bonus is earned. Mr. Alarcón did not receiveearn a bonus for 2017.2018.

Benefits; Perquisites. Mr. Alarcón is entitled to receive executive health insurance benefits provided to all of our executives, such as life and long-term disability insurance for himself and health insurance for himself and his family. In addition, Mr. Alarcón is entitled to certain perquisites, such as travel allowance, life insurance, reimbursement for personal tax and accounting expenses,services, telecommunications services and the use of a company car and a driver. All company executives are entitled to reimbursement for reasonable related businessbusiness-related expenses.

Securities. The Company did not award Mr. Alarcón options or other equity securities during 2017.2018.

Severance. Mr. Alarcón is not entitled to severance benefits upon termination.

Compensation Committee may exercise its discretion and award a bonus either in addition to the performance bonus or in the event that no performance bonus is earned, Mr. García did not receiveearn a discretionary performance bonus.bonus for 2018.

Benefits; Perquisites. Mr. García iswas entitled to receive executive health insurance benefits provided to all of our executives, such as life and long-term disability insurance for himself and health insurance for himself and his family. In addition, under the García Employment Agreement Mr. García iswas entitled to certain perquisites, such as an automobile allowance and telecommunications services. All company executives are entitled to reimbursement for reasonable business- related business expenses.

Securities.The Company did not award Mr. García options or other equity securities during 2017.2018.

Severance.Mr. García was entitled to receive severance benefits upon termination in certain circumstances. The severance benefits are described in the “Potential Payments upon Termination or Change in Control” table below.

Richard D. Lara

The compensation of Mr. Lara, our Executive Vice President and General Counsel, was primarily determined by the employment agreement we entered into with him on August 1, 2016 and which was amended as of February 1, 2018 (the “Lara Agreement”). The term of the Lara Agreement is for five years, terminating on July 31, 2021.

Base Salary. Mr. Lara’s base salary for 2018 was $400,000.

Bonus. Mr. Lara is eligible to receive an annual performance bonus at the discretion of the Chief Executive Officer and a bonus based on the amount by which certain of the Company’s quarterly outside legal expenses decrease from the amount of such expenses for the corresponding quarter of fiscal year 2015. Additionally, the Compensation Committee may exercise its discretion and award a bonus either in addition to the performance bonus or in the event that no performance bonus is earned. Mr. Lara received a bonus of $121,806 based on the reduction of legal fees for 2018.

Securities. Under the original terms of the Lara Agreement, Mr. Lara was to have received options to purchase 25,000 shares of the Company’s Class A common stock in 2016. Those options were never granted. Pursuant to an amendment to the Lara Agreement dated as of February 1, 2018, Mr. Lara was granted 75,000 shares of the Company’s Class A common stock during 2018.

Benefits; Perquisites. Mr. Lara is entitled to receive executive health insurance benefits provided to all our executives, such as life and long term disability insurance for himself and health insurance for himself and his family. In addition, Mr. Lara is entitled to certain perquisites such as an automobile allowance and telecommunications services. All Company executives are entitled to reimbursement for reasonable business- related expenses.

Severance.Mr. Lara is entitled to receive severance benefits upon termination in certain circumstances. The severance benefits are described in the “Potential Payments upon Termination or Change in Control” table below.

Albert Rodriguez

The compensation of Mr. Rodriguez, our Chief Operating Officer, in 2017 is reflected below. However, Mr. Rodriguez2018 was determined by the employment agreement we entered into an employment agreement effective as ofwith him on February 21, 2018. Pursuant to this agreement,2018 (the “Rodriguez Employment Agreement”). The term of the Rodriguez Agreement is for five years, terminating on February 20, 2023.

Base Salary. Mr. Rodriguez’s annual base salary was increased to $425,000 and he is entitled to the payment$425,000.

Signing Bonus. In 2018, Mr. Rodriguez received a signing bonus of an annual performance bonus based on the Company’syear-end EBITDA figures.$25,000.

Bonus. Mr. Rodriguez is also entitled to one yearan annual performance bonus with a threshold level of his base salary if terminated without cause or after$100,000 and a changemaximum level of control.

Base Salary. The base salary$350,000 based on the achievement of Mr. Rodriguez, our Chief Operating Officer, was not increased bycertain performance criteria for the year. Additionally, the Compensation Committee may exercise its discretion and award a bonus either in 2017. Mr. Rodriguez’s base salary for 2017 remained at $300,000,addition to the same rate establishedperformance bonus or in April of 2011.

Bonus. In 2017,the event that no performance bonus is earned. Mr. Rodriguez did not receiveearn a discretionary performance bonus.bonus for 2018.

Nonqualified Deferred Compensation

We do not provide any nonqualified defined contribution or other deferred compensation plans.

Potential Payments upon Termination or Change in Control

In accordance with the rules of the SEC, theThe following table presents our estimate of amounts payable to the NEOs, under our 1999 Stock Option Plan, and 2016 Omnibus Equity Compensation Plan (“Omnibus Plan”) and their employment agreements, assuming that each

While we believe that the amounts shown above and the assumptions upon which they are based provide reasonable estimates of the amounts that would have been due to the NEOs in the event that any of the circumstances described above had occurred on December 31, 2017,2018, the actual amounts due to the NEOs upon a triggering event will depend upon the actual circumstances and the employment agreements.

20172018 DIRECTOR COMPENSATION

Overview of Director Compensation and Procedures

The Compensation Committee may review the level of compensation of ournon-employee directors periodically. Directors who are also our employees do not receive cash or equity compensation for service on the Board or any committee thereof. To determine how appropriate the current level of compensation for ournon-employee directors is, SBS has historically obtained data from a number of different sources including:

Director Compensation

For 2017,2018, annual fees paid tonon-employee independent directors are $25,000 for service on the Board; $50,000 for service on the Audit Committee; and $50,000 for service on the Compensation Committee. All directors are reimbursed for theout-of-pocket expenses they incur in connection with their service. The following table summarizes total compensation earned by eachnon-employee director during 2017.2018.

Stockholder approval of the Omnibus Plan allowed (i) the compensation attributable to grants under the Omnibus Plan to meet an exception to the $1,000,000 deduction limit for certain officers under Section 162(m) of the Internal Revenue Code, (ii) incentive stock options issued under the Omnibus Plan to meet the requirements of the Internal Revenue Code, and (iii) the Omnibus Plan to meet NASDAQ listing requirements.

The Omnibus Plan provided that grants may have been made to participants of any of the following: (i) incentive stock options, (ii) nonqualified stock options, (iii) stock appreciation rights (“SARs”), (iv) stock units, (v) stock awards, (vi) dividend equivalents, and (vii) other stock-based awards. All employees, members of the Board, and allnon-employee directors were eligible to participate. The Compensation Committee approved those individuals who participated in the Omnibus Plan.

Limitations on Directors’ and Officers’ Liability

Our third amended and restated certificate of incorporation has a provision which limits the liability of directors to us to the maximum extent permitted by Delaware law. The third amended and restated certificate of incorporation specifies that our directors will not be personally liable for monetary damages for a breach of fiduciary duty as a director. This limitation does not apply to actions by a director or officer that do not meet the standards of conduct which make it permissible under the Delaware General Corporation Law for SBS to indemnify directors or officers.

Our amended and restatedby-laws provide for indemnification of directors and officers (and others) in the manner, under the circumstances and to the fullest extent permitted by the Delaware General Corporation Law, which generally authorizes indemnification as to all expenses incurred or imposed as a result of actions, suits or proceedings if the indemnified parties acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of SBS. The directors elected by the common stockholders have entered into an indemnification agreement with us that provides for indemnification to the fullest extent provided by law. We believe that these provisions are necessary or useful to attract and retain qualified persons as directors and officers. We also currently have directors’ and officers’ liability insurance.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Class A and Class B Common Stockholders and Series C Convertible Preferred Stockholders

The following table sets forth information concerning the beneficial ownership of our Class A common stock and our Class B common stock as of May 8, 2018,April 9, 2019, by:

Unless indicated below, each stockholder listed had sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws, if applicable. As of May 8, 2018,April 9, 2019, there were 4,216,9914,241,991 shares of Class A common stock and 2,340,353 shares of Class B common stock outstanding. In addition, as of May 8, 2018April 9, 2019 there were 380,000 shares of Series C convertible preferred stock, which are convertible into 760,000 shares of Class A common stock and vote on anas-converted basis with the common stock. Accordingly, in the percentage calculations in the table below, we treat the 760,000 shares of Class A common stock (into which the Series C preferred stock is convertible) as outstanding.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section16(a)Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities (collectively, “Reporting Persons”) to file reports of ownership and changes in ownership of our securities with the SEC. Reporting Persons are required by the SEC to furnish us with copies of all Section 16(a) forms they file.

Based on the review of copies of such reports furnished to us and written representations that no other reports were required, we believe that, during 2017,2018, the Reporting Persons timely complied with all Section 16(a) filing requirements applicable to them.them, except that Mr. Lara filed one late report with respect to his initial holdings.

The following Audit Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other SBS filing under the Securities Act of 1933, as amended, or Securities Exchange Act of 1934, as amended, except to the extent SBS specifically incorporates this report by reference therein.

AUDIT COMMITTEE REPORT

The purpose of the Audit Committee is to oversee the Company’s accounting and financial reporting processes and the financial statement audits and to review the effectiveness of internal controls. The Audit Committee’s responsibilities are described in a written charter adopted by the Board. Management is responsible for the Company’s internal controls and the financial reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the Standards of the Public Company Accounting Oversight Board (United States) and issuing a report thereon.

The Audit Committee has reviewed and discussed with management and Crowe Horwath LLP (“Crowe”), the Company’s independent registered public accounting firm, our audited consolidated financial statements for 2017.2018. The Audit Committee has discussed with Crowe matters required to be discussed by Auditing Standard No. 16, Communication with Audit Committees. We have received and reviewed the written disclosures and the letter from Crowe required by PCAOB Rule 3526 and have discussed with the auditors the auditors’ independence.

The Audit Committee has received the written disclosures and the letter from Crowe required by applicable requirements of the Public Company Accounting Oversight Board regarding Crowe’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with Crowe the latter’s independence.

Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board the inclusion of the Company’s audited consolidated financial statements in SBS’ 20172018 Annual Report on Form10-K for 20172018 for filing with the SEC.

Respectfully submitted,

Audit Committee:

Mitchell A. Yelen (Chairman)

Manuel E. Machado

Jason L. Shrinsky

José A. Villamil

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit and Audit-Related Fees, Tax Fees and All Other Fees

The following table sets forth the aggregate fees expected to be billed to us for professional audit services rendered by Crowe for the audit of our annual consolidated financial statements for the yearyears ended December 31, 20172018 and 2016,2017, the review of the consolidated financial statements included in our quarterly reports onForm10-Q for such periods and fees expected to be billed for other services rendered by Crowe for such periods.

Audit CommitteePre-Approval of Audit and PermissibleNon-Audit Services of the Independent Registered Public Accounting Firm

In accordance with the Audit Committee Charter, the Audit Committee is responsible for appointing and overseeing the work of the Independent Registered Public Accounting Firm. The Audit Committee has not established or adoptedpre-approval policies and procedures for thepre-approval of all audit and permissiblenon-audit services provided by the Independent Registered Public Accounting Firm. The Audit Committee may, however, adoptpre-approval policies and procedures in the future if it deemspre-approval policies and procedures to be appropriate for us.

The Audit Committee did not rely in 20162017 or 2017 upon2018 on the exception to thepre-approval requirements provided in 17 C.F.R210.2-01(c)(7)(i)(c). The Audit Committee, provided its prior approval forhowever, pre-approved all audit andnon-audit related services reflected in the above table.table for the years ended December 31, 2018 and 2017. The Audit Committee reviewed the provision of allnon-audit services by the Independent Registered Public Accounting Firm and concluded that the provision of these services was compatible with maintaining the Independent Registered Public Accounting Firm’s independence.

Before engaging the Independent Registered Public Accounting Firm for the audit of the 20172018 financial statements, the Independent Registered Public Accounting Firm submitted to the Audit Committee for approval a detailed description of services it expected to render to the Company during that year for each of the following categories of services:

transferee continues to hold at least 570,000 shares of Class A common stock (or the corresponding amount of Series C convertible preferred stock). Mr. Alarcon acquired all of CBS Radio’s rights under the CBS Shareholder Agreement in August 2016. Pursuant to the stockholder agreement, Mr. Alarcón has a right of first negotiation

PROPOSAL 1

ELECTION OF COMMON STOCK DIRECTORS

At the Annual Meeting, holders of Class A and Class B common stock and holders of the Series C convertible preferred stock will be asked to elect Raúl Alarcón, Joseph A. García, Manuel E. Machado, Jason L. Shrinsky, José A. Villamil, and Mitchell A. Yelen, each of whom currently serves as a member of the Board, to the Board of Directors until his successor has been elected and qualified, or until his earlier death, resignation, or retirement.

If you submit your proxy via the Internet, by telephone or by mail, your shares will be voted for the election of the six nominees for Common Stock Director recommended by the Board of Directors, unless you mark the proxy in such a manner as to withhold authority to vote. The named proxies will vote all shares represented by proxy for the nominees for these vacancies, except to the extent authority to do so is withheld. Stockholders may withhold authority from the named proxies to vote for the entire slate of directors as nominated or may withhold the authority to vote for any individual nominee by marking the box under the “WITHOLD ALL” or “FOR ALL EXCEPT” column, respectively, adjacent to the name(s) of the appropriate director(s) via the Internet or on the attached proxy card, or by indicating by telephone that authority is withheld. Withholding authority to vote for one or more of the nominees will result in those nominees receiving fewer votes. If any nominee for any reason is or becomes unable or unwilling to serve, all shares represented by proxy will be voted at the Annual Meeting by the named proxies for the person, if any, as shall be designated by the Board of Directors to replace the nominee. Please see “Stockholders Entitled to Vote at the Annual Meeting — Shares Held with a Broker, Bank, Trustee or Other Nominee” for information on how your shares will be voted in the absence of your instructions if you hold shares through a bank, broker or other nominee. Each nominee has agreed to serve as a director if elected, and the Board of Directors has no reason to believe that any nominee will be unavailable to serve as a director.

Vote Required

To be elected as a director at the Annual Meeting, each candidate for election must receive a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting.

Recommendation of the Board of Directors:

THE BOARD OF DIRECTORS RECOMMENDS THAT EACH HOLDER OF CLASS A COMMON STOCK, EACH HOLDER OF CLASS B COMMON STOCK AND EACH HOLDER OF SERIES C CONVERTIBLE PREFERRED STOCK VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR LISTED BELOW.

PROPOSAL 2

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

We are asking stockholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Summary Compensation Table and the related compensation tables and narrative. Our executive compensation programs are designed to be competitive with our competitors.

We urge stockholders to read the “Compensation Committee” and “The Role of Executive Officers in Determining Executive Compensation” sections of this Proxy Statement which describe in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and related compensation tables and narrative, which provide detailed information on the compensation of our named executive officers. The Compensation Committee and the Board believe that the policies and procedures articulated therein are effective in achieving our goals and that the compensation of our named executive officers reported in this proxy statement has supported and contributed to our success.

This item is being presented as required pursuant to Section 14A of the Exchange Act. Although this advisory vote is not binding, the Compensation Committee will consider the voting results when evaluating our executive compensation program. Advisory votes to approve named executive officer compensation have been scheduled to be held once every three years. At the Annual Meeting, stockholders will also be voting, on an advisory basis, on the future frequency of advisory votes to approve named executive officer compensation. The Board is recommending that the vote occur every three years. Thus, it is anticipated that the next advisory vote to approve named executive officer compensation will occur at our 2022 Annual Meeting of Stockholders.

Approval of this proposal will also constitute approval of the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of RegulationS-K, including the compensation tables and related narrative discussion, is hereby APPROVED.”

Recommendation of the Board of Directors:

THE BOARD OF DIRECTORS RECOMMENDS THAT EACH HOLDER OF CLASS A COMMON STOCK, EACH HOLDER OF CLASS B COMMON STOCK AND EACH HOLDER OF SERIES C CONVERTIBLE PREFERRED STOCK VOTE “FOR” APPROVAL, ON AN ADVISORY BASIS, OF OUR NAMED EXECUTIVE OFFICER COMPENSATION AS DESCRIBED IN THIS PROXY STATEMENT.

PROPOSAL 3

ADVISORY VOTE TO RECOMMEND THE FREQUENCY OF FUTURE ADVISORY

VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

Pursuant to Section 14A of the Exchange Act, we are asking stockholders to cast an advisory vote to recommend the frequency of future advisory votes to approve named executive officer compensation. Stockholders may specify whether they prefer such votes to occur every year, every two years or every three years, or they may abstain. The Board recommends that such advisory vote occur every three years, but stockholders are not voting to approve or disapprove the Board’s recommendation. Although the vote is not binding, the Board will consider the voting results in determining the frequency of future advisory votes. Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.

The Board recommends that future advisory votes to approve named executive officer compensation occur every three years. An advisory vote every three years provides an appropriate period for the Compensation Committee and the Board to evaluate the results of the most recent advisory vote on executive compensation and to develop and implement any appropriate adjustments to our executive compensation programs. Conducting an advisory vote every three years would provide stockholders a meaningful opportunity to provide regular feedback and sufficient time for us to respond to it.

Recommendation of the Board of Directors:

THE BOARD OF DIRECTORS RECOMMENDS THAT EACH HOLDER OF CLASS A COMMON STOCK, EACH HOLDER OF CLASS B COMMON STOCK AND EACH HOLDER OF SERIES C CONVERTIBLE PREFERRED STOCK VOTE TO RECOMMEND, ON AN ADVISORY BASIS, CONDUCTING FUTURE ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION EVERY “THREE YEARS”.

STOCKHOLDER PROPOSALS FOR 20192020 ANNUAL MEETING

Under the rules and regulations of the SEC, stockholder proposals intended to be presented in our proxy statement for the annual meeting of stockholders to be held in 20192020 must be received by us at our principal executive offices at Pablo Raúl Alarcón Media Center, 7007 NW 77th Avenue, Miami, Florida 33166, in writing by certified mail, return receipt requested, Attention: Joseph A. García,José I. Molina, Chief Financial Officer, no later than December 28, 201829, 2019 (120 days preceding the one year anniversary of the mailing date of this Proxy Statement). However, if the 20192020 annual meeting does not occur between May 8, 20197, 2020 and July 7, 2019,6, 2020, the notice must be received within a reasonable time before the Company begins to print and send its proxy materials.

The notice must set forth the security holder’s name and address as they appear on our books and the class and number of shares of common stock beneficially owned by such security holder. Additionally, the notice must set forth, as to each person whom the security holder proposes to nominate for election as a director, all information relating to such person required to be disclosed pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including such person’s written consent to being named as a nominee and to serving as a director if elected).

ANNUAL REPORT

Our 2017 Annual Report, on Form10-K, containing our consolidated financial statements, will be mailed on or about May 23, 2018,April 26, 2019, and also will be available on the Internet athttp://www.proxyvote.com. The 2017 Annual Report on Form10-K is not incorporated in this Proxy Statement and is not deemed to be a part of the proxy solicitation material.

Any beneficial or record owner of our securities on the Record Date of April 18, 20189, 2019 may request and receive without charge a copy of our 2017 Annual Report, on Form10-K, including the consolidated financial statements, financial statement schedules and amendments thereto. Such request should be in writing and addressed to: Spanish Broadcasting System, Inc., Pablo Raúl Alarcón Media Center, 7007 NW 77th Avenue, Miami, Florida 33166, Attention: Joseph A. García,José I. Molina, Chief Financial Officer.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors does not know of any other matter which will be brought before the Annual Meeting. However, if any other matter properly comes before the Annual Meeting, or any adjournment thereof, the person or persons voting the proxies will vote on such matters in accordance with their best judgment and discretion.

By Order of the Board of Directors

Raúl Alarcón

Chairman of the Board of Directors,

President and Chief Executive Officer

Miami, Florida

May 23, 2018April 26, 2019

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Form10-K are available at www.proxyvote.com.

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