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

April 26, 2019June 12, 2020

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” or the “Company”). The meeting will be held on Thursday, June 6, 2019,Wednesday, July 22, 2020, 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, (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.qualify.

The Board of Directors recommends a vote (1) “FOR” the election of each of the six Common Stock Directors nominated to the 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.”Board. The proposals areproposal is 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 9, 2019June 11, 2020 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, 20182019 (the “Annual Report”), on or about April 26, 2019.June 12, 2020. 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 seeinghaving you atattend 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

The Proxy Statement is issued in connection with the solicitation of a proxy on the enclosed form by the Board of Directors of Spanish Broadcasting System, Inc., for use at its 20192020 Annual Meeting of Stockholders. The Proxy Statement not only describes the items that the holders of common stock are being asked to consider and vote on at the 20192020 Annual Meeting, but also provides you with important information about SBS. Financial and other important information concerning our company is also contained in our 20182019 Annual Report on Form10-K (the “Annual Report”) for the year ended December 31, 2018.2019.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6, 2019:JULY 22, 2020: The Notice of Annual Meeting, Proxy Statement and the Annual Report will be mailed to stockholders and are also available athttp://www.proxyvote.com.

THIS PROXY STATEMENT AND PROXY CARD WILL BE MADE AVAILABLE ON OR ABOUT APRIL 26, 2019.JUNE 12, 2020.

If you need directions to the Annual Meeting please call 305-441-6901.

By Order of the Board of Directors,

José I. Molina

Chief Financial Officer

TABLE OF CONTENTS

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PROXY STATEMENT

Reliance on Securities and Exchange Commission Order

Spanish Broadcasting System, Inc., a Delaware corporation (“SBS” or the “Company”) is relying on the order issued by the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2020 in SEC ReleaseNo. 34-88465 pursuant to the SEC’s authority under Section 36 of the Securities Exchange Act of 1934 (the “Exchange Act”) granting exemptions from certain provisions of the Exchange Act and the rules thereunder related to the reporting requirements for certain public companies, subject to certain conditions (such order, the “Order”), with respect to this filing of the Company’s definitive proxy statement for its 2020 annual meeting of shareholders, including information required by Part III of Form 10-K that is incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The Company’s operations and business have experienced disruptions due to the unprecedented conditions surroundingCOVID-19 in the United States, resulting in the Company having to modify its normal business activities, including the preparation of the Proxy Statement. The Company has been following the recommendations of state and local health authorities to minimize the exposure risk for the Company’s employees, including restricting access to the Company’s physical offices. The Company’s management has had to devote significant time and attention to assessing the potential impact of COVID-19 and related events on the Company’s operations and financial position and developing operational and financial plans to address those matters, which diverted management resources and delayed the Company’s ability to prepare the Proxy Statement with the Form 10-K Part III Information by the original due date.

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 6, 2019,Wednesday, July 22, 2020 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 ProposalsProposal (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 20182019 Annual Report on Form10-K (the “Annual Report”) for the year-ended December 31, 20182019 to our stockholders, on or about April 26, 2019.June 12, 2020. The Proxy Statement describes the mattersmatter we would like you to vote on and provides information on these mattersthis matter 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 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:stock vote 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.

No matters other than thosethe matter 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:

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 Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting. Your broker, bank, trustee, or nominee is obligated to provide you with a voting instruction card for you to use. You will receive a form from your broker, bank, trustee or other nominee seeking instructions as to how your shares should be voted. We urge you to complete the form and instruct your broker, bank, trustee or other nominee to vote on your behalf.

General Information Regarding Voting

At the close of business on the Record Date, there were 4,241,991 shares of Class A common stock outstanding and entitled to vote, 2,340,353 shares of Class B common stock outstanding and entitled to vote, and 380,000 shares of Series C convertible preferred stock outstanding and entitled to vote. Stockholders are entitled to one vote for each share of Class A common stock they hold, ten votes for each share of Class B common stock they hold, and two votes for each share of Series C convertible preferred stock they hold. Shares of Class A common stock, Class B common stock and Series C convertible preferred stock may not be voted cumulatively. The Class A common stock, the Class B common stock and the Series C convertible preferred stock are entitled to 4,241,991 votes, 23,403,530 votes and 760,000 votes, respectively.

All shares of common stock and Series C convertible preferred stock that have been properly voted and not revoked will be voted at the Annual Meeting. Voting instructions for the common stock and Series C convertible preferred stock are included on your proxy card. If you properly submit your proxy by telephone, the Internet or by mail in time for it to be voted at the Annual Meeting, one of the individuals named as your proxy, each of whom is one of our officers, will vote your shares as you have directed.If you submit your proxy by telephone, the Internet or by mail, but do not indicate how your shares are to be voted, your shares will be voted: (1) “FOR” the election of the Common Stock Directors (2) “FOR” approval, on an advisory basis, of our named executive officer compensation as described in this proxy statement, (3) for recommendation, on an advisory basis, of conducting future advisory votes to approve named executive officer compensation every “THREE YEARS”; and (4)(2) in accordance with the best judgment of the named proxies on other matters properly brought before the Annual Meeting.

Our Board of Directors has no knowledge of any matters that will be presented for consideration at the Annual Meeting other than those described herein. The named proxies will also have discretionary authority to vote upon any adjournment or postponement of the Annual Meeting, including for the purpose of soliciting additional proxies.

If you are a holder of common stock, and even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not

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 VotesVote

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 representation not contained in this Proxy Statement as having been authorized by us. You should not infer that there has not been a change in the facts set forth in this Proxy Statement or in our affairs since the date of this Proxy Statement. This Proxy Statement does not constitute a solicitation by anyone in any jurisdiction in which the solicitation is not authorized or in which the person making the solicitation is not qualified to do so or to anyone to whom it is unlawful to make a solicitation.

Changing Your Vote

You may change your proxy instructions at any time prior to the vote at the Annual Meeting. For shares held directly in your name, you may enter a new vote by using the Internet or the telephone, by mailing a new proxy card bearing a later date (which will automatically revoke your earlier voting instructions) or by voting in person at the Annual Meeting. Registered holders can submit their request for a new proxy card in writing to the following address: Spanish Broadcasting System, Inc., José I. Molina, Chief Financial Officer, Pablo Raúl Alarcón Media Center, 7007 NW 77 Avenue, Miami, FL 33166. For shares held beneficially by you in “street name,” you may change your vote by submitting new voting instructions to your broker or nominee, or by any other method instructed by your broker or nominee.

Subject to such revocation, all proxies duly executed and received prior to, or during the Annual Meeting, will be voted in accordance with the specification on the proxy card (for registered holders) or on the voting instructions submitted to such holder’s broker or nominee (for beneficial owners). If no specification is made, proxies will be voted as described in the “Counting the Vote” section for the proposal listed on the proxy card. As to other matters, if any, to be voted upon at the Annual Meeting, the persons designated as proxies, who were selected by the Board, will take such actions as they, in their discretion, may deem advisable.

Counting the Vote

In the election of the Common Stock Directors, each holder of Class A, Class B common or Series C convertible preferred stock may vote “FOR” all of the Common Stock Director nominees, may “WITHHOLD ALL” of his or her vote for such nominees, or may vote “FOR ALL EXCEPT” any individual nominee. In the vote to approve, on an advisory basis, the compensation of our named executive officers, you may vote “FOR” or “AGAINST” the proposal or you may “ABSTAIN”. In the advisory vote on the frequency of future advisory

non-routine matters. Each of (i) theThe 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 with respect to Proposal 1, Proposal 2 and Proposal 3.the Proposal. If you do not instruct your bank, brokerage firm or other nominee how to vote with respect to each of the proposals,proposal, no vote will be cast on your behalf.

With regards to each of the Proposals,Proposal, 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.

Results of the Vote

We will announce the preliminary voting results at the Annual Meeting and publish final results in aForm 8-K within four business days of the Annual Meeting.

Delivery of Proxy Materials and Annual Report to Households

The Securities and Exchange Commission (the “SEC”) rules now allow us to deliver a single copy of an annual report and proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. This rule benefits both you and SBS. We believe it eliminates irritating duplicate mailings that stockholders living at the same address receive, and it reduces our printing and mailing costs. This rule applies to any annual reports, proxy statements, proxy statements combined with a prospectus, or information statements. Each stockholder will continue to receive a separate proxy card or voting instruction card.

If your household has multiple stockholders of record and your household receives a single set of proxy materials this year and you prefer to receive your own copy of the proxy materials now or in future years, please request a duplicate set by calling1-800-579-1639, visitingwww.proxyvote.com, sending ane-mail to sendmaterial@proxyvote.com, or writing to Spanish Broadcasting System, Inc., Pablo Raúl Alarcón Media Center, 7007 NW 77th Avenue, Miami, Florida 33166), ATTN: Proxy Materials/Investor Relations.

If a broker or other nominee holds your shares, you may continue to receive some duplicate mailings. Certain brokers will eliminate duplicate account mailings by allowing stockholders to consent expressly to such

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 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.Sodali LLC to assist us in the distribution of proxy materials and the solicitation of votes. We will pay Morrow & Co., Inc.Sodali LLC. a fee of approximately $3,000,$2,500, plusout-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonableout-of-pocket expenses for forwarding proxy and solicitation materials to beneficial owners of stock.

Transfer Agent

Our Transfer Agent is Broadridge Corporate Issuer Solutions, Inc. All communications concerning stockholders of record accounts, including address changes, name changes, common stock transfer requirements, and similar issues can be handled by contacting Broadridge Corporate Issuer Solutions, Inc. at (800)733-1121, or in writing to Broadridge Corporate Issuer Solutions, Inc. P.O. Box 1342, Brentwood, NY 11717telephone: (800) 733-1121, fax: (215)553-5402.

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 2018,2019, 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. For purposes of serving on committees of the Board, Messrs. Machado, Shrinsky, Villamil and Yelen were deemed to be “independent” for 20182019 under Rule 5605(a)(2) of the National Association of Securities Dealers Automatic Quotation System’s (“NASDAQ”) Listing Rules (the “Listing Rules”).

Our Class A common stock is currently listed on the OTCQB Venture Market and no longer subject to the NASDAQ Listing Rules where our stock was previously listed. However, we continue to use NASDAQ’s Listing Rules to determine whether our directors are “independent”.

The Board held a total of sevenfive meetings during the year ended December 31, 2018.2019. Each incumbent director who was a director of SBS during 20182019 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 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. 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. Our Board has received updates from the management team on the evolving novel coronavirus (COVID -19) pandemic and is involved in strategic decisions related to the impact of the novel coronavirus (COVID -19) on our business, operations and financial condition. 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 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, 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. 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 2018.2019. 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 SOX and 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 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 titled “Investor Relations/Corporate Governance/Compensation Committee Charter”.

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.

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 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.

The purpose of the Code of Ethics is to deter wrongdoing and to promote (i) honest and ethical conduct, including the ethical handling of conflicts of interest; (ii) full, fair, accurate, timely and understandable disclosures in reports and documents filed by us with, or submitted to, the SEC or otherwise publicly

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 proposals 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 José I. Molina, our CFO — will have the discretion to vote your shares on any additional matters properly presented for a vote at the 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. 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 became one of our directors on June 3, 2008. Through January 2019, Mr. García served as our CFO since 1984, our Chief Administrative Officer and Senior Executive Vice 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 was responsible for our financial affairs, operational and administrative matters, investor relations, and was 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 Revlon, Inc., where he was manager of financial planning for Revlon — Latin America. Mr. García holds an MBA from

PREFERRED STOCK 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 are entitled to elect two directors to newly created positions on our Board. The holders of the Series B preferred stock have the right to elect two directors to the Board of Directors to fill the vacant seats 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 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 Preferred Stock 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 Mr. Alarcón who is also an executive 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 SBS since August 1, 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 Vice 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.

2019 SUMMARY COMPENSATION TABLE

The following table discloses compensation for the years ended December 31, 20182019 and December 31, 2017,2018, as applicable, of our (i) President and CEO,Chief Executive Officer, Raúl Alarcón, (ii) Executive Vice President and General Counsel, Richard D. Lara, (iii) Chief Financial Officer, José I. Molina, (iv) Chief Operating Officer, Albert Rodriguez, and (v) former Senior Executive Vice President, CFO,Chief Financial Officer, Chief Administrative Officer (“CAO”) and Secretary, Joseph A. García, (iii) Executive Vice Presidenta. Messrs. Alarcón, Lara, Molina, Rodriguez and General Counsel, Richard D. Lara, and (iv) Chief Operating Officer, Albert Rodriguez. These individualsGarcia are also referred to in this Proxy Statement as our “named executive officers” or “NEOs”. in this Proxy Statement.

Employment Agreements

To further assist our stockholders in understanding the elements of compensation disclosed in the Summary Compensation Table, the material terms of our agreements with our named executive officers are described below.

The Compensation Committee seeks to ensure that our executive compensation aligns with our corporate strategies, business objectives and the long-term interests of our stockholders and helps attract, retain and motivate the key personnel it needs to conduct its business. Compensation levels are intended to fairly compensate the Company’s named executive officers. We use base salary to provide each named executive officer a fixed amount of money during the year with the expectation that he will perform his job to the best of his ability and in the best interests of the Company. We also award discretionary and contractual bonuses to our executives when they are earned or warranted. We provide executive officers with limited personal benefits and perquisites that are intended to enhance the attraction and overall retention value of the compensation program. The Compensation Committee believes that severance benefit protections help retain qualified executives and are an important component of a competitive compensation program.

Raúl Alarcón

The compensation of Mr. Alarcón, our Chairman of the Board, CEO and President, in 20182019 was primarily determined by the employment agreement we entered into with him on May 29, 2018 (the “Alarcón Employment Agreement”). The Alarcón Employment Agreement replaced and superseded an employment agreement between the Company and Mr. Alarcón that was entered into on June 5, 2014. The Alarcón Employment Agreement is deemed to be effective as of May 29, 2018 and continues through December 31, 2022. The Alarcón Employment Agreement automatically renews for one successive three-year term until December 31, 2025 unless either party notifies the other in writing that it will not renew the Alarcón Employment Agreement at least 90 days prior to December 31, 2022. After December 31, 2025, the Alarcón Employment Agreement automatically renews for successiveone-year terms unless either party notifies the other ofnon-renewal in writing at least 90 days prior to

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. The performance criteria for the annual performance bonus is typically based on a financial or operational goal that is determined annually by the Compensation Committee. In 2019, Mr. Alarcón was entitled to a performance bonus of $750,000 for achieving targeted EBITDA of $48 million, however, he will be paid $250,000 after waiving a portion of this bonus. Additionally, the Compensation Committee may exercise itshas discretion andto award a bonus either in addition to the performance bonus or in the event that no performance bonus is earned. Mr. Alarcón did not earnwas awarded a discretionary bonus for 2018.of $500,000 during 2019.

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 services, telecommunications services and the use of a company car and a driver. All company executives are entitled to reimbursement for reasonable business-related expenses.

Securities. The Company did not award Mr. Alarcón options or other equity securities during 2018.2019.

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

Payments upon Termination. If Mr. Alarcón’s employment is terminated for Cause (as defined in the Alarcón Employment Agreement), the Company will pay his accrued base salary and all other benefits accrued through the date of termination. If Mr. Alarcón’s employment is terminated due to his death or disability, the Company will pay his accrued base salary and all other benefits accrued through the date of termination and allnon-vested options will immediately vest.

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 2019 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 has discretion to 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 $161,786 based on the reduction of legal fees for 2019.

Securities. The Company did not award Mr. Lara options or other equity securities during 2019.

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.

José I Molina

The compensation of Mr. Molina, our Chief Financial Officer, was primarily determined by the employment agreement we entered into with him on January 28, 2019 (the “Molina Agreement”). The term of the Molina Agreement is for three years, terminating on January 27, 2022.

Base Salary. Mr. Molina’s base salary for 2019 was $400,000. Under the terms of the Molina Agreement, Mr. Molina’s base salary is scheduled to be increased to $450,000 and $475,000 in the second and third year, respectively, of the Molina Agreement’s term.

Bonus. Mr. Molina is eligible to earn an annual discretionary bonus in the amount recommended by the Chairman and Chief Executive Officer and approved by the Compensation Committee. Mr. Molina was awarded a discretionary bonus of $120,000 based on his contributions to the performance of the Company in 2019.

Securities. The Company issued Mr. Molina options to purchase 75,000 shares of the Company’s Class A common stock in 2019 at an exercise price of $0.22 per share. These options generally vest as follows: (1) 33% of the options on July 28, 2019; (2) 33% of the options on July 29, 2020; and (3) 34% of the options on July 29, 2021.

Benefits; Perquisites. Mr. Molina 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. Molina 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. Molina 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 2019 was determined by the employment agreement we entered into with him on February 21, 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 $425,000 in 2019.

Bonus. Mr. Rodriguez is also entitled to an annual performance bonus of between $100,000 and $350,000 based on the achievement of certain EBITDA targets for the year. Mr. Rodriguez is eligible for a performance bonus when the Company achieves an EBITDA result between $51 million and $70 million. Mr. Rodriguez earned a performance bonus of $120,000 for 2019. Additionally, the Compensation Committee has discretion to award a bonus either in addition to the performance bonus or in the event that no performance bonus is earned. In 2019, Mr. Rodriguez earned a discretionary bonus of $90,000.

Benefits; Perquisites. Mr. Rodriguez is entitled to receive executive health insurance benefits provided to all of our executives, such as life and long-term disability insurance and health insurance for himself. In addition, Mr. Rodriguez 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. Rodriguez 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.

Joseph A. García

The compensation of Mr. García, our former Senior Executive Vice President, CFO, CAO and Secretary, was determined in 20182019 by the amended and restated employment agreement we entered into with him on August 4, 2008, as amended on April 19, 2011 (the “García Employment Agreement”).The initial term of the García Employment Agreement was for three years and automatically renewed for additionalone-year periods, unless either party givesprovided notice at least 60 days prior to the end of the then-current term.

Base Salary. On August 4, 2008, pursuant to the García Employment Agreement, Mr. García’s annual base salary was increased to $525,000.The base salary was subject to an annual review and may have been increased from time to time as recommended by the CEO and approved by the Compensation Committee.The Compensation Committee did not increase Mr. García’s base salary in 2018.2019.

Bonus. Under the García Employment Agreement, if the threshold level of performance was achieved, Mr. García was eligible to receive an annual cash bonus upon the attainment of individualpre-established goals and the Company’s performance goals, with a threshold level of $100,000 and a maximum level of $300,000 for each year completed during the term.No bonus was guaranteed for performance that failed to meet the threshold level of performance.In the event that the Company would have been required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the Federal securities laws, Mr. García was required to reimburse the Company for the amount of any annual bonus or any other incentives paid to him based on the financial results that were materially restated downward.Additionally, the

Bonus. Mr. Rodriguez is also entitled to an annual performance bonus with a threshold level of $100,000 and a maximum level of $350,000 based on the achievement of certain performance criteria for the year. 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. Rodriguez did not earn a bonus for 2018.

Benefits; Perquisites. Mr. Rodriguez is entitled to receive executive health insurance benefits provided to all of our executives, such as life and long-term disability insurance and health insurance for himself. In addition, Mr. Rodriguez 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. Rodriguez 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.

Outstanding Equity Awards At FiscalYear-End 2018 2019

The following table summarizes equity awards outstanding as of December 31, 20182019 for each of our named executive officers that have outstanding options.officers. The closing price of our Class A common stock on December 31, 20182019 was $0.19.$0.33.

Elements of Post-Termination Compensation

We do not have a practice of providing any supplemental executive retirement benefits to our NEOs. Our NEOs have entered into employment agreements with us in which these agreements each contain certain post-termination compensation, such as severance payments orchange-in-control provisions. In addition, we retain the discretion to utilize the offer of severance and/orchange-in-control protection as an incentive in hiring our NEOs.

Pension Benefits

We do not provide pension arrangements or post-retirement health coverage for our executives or employees. Our executive officers are eligible to participate in our 401(k) contributory defined contribution plan.

Potential Payments Upon Termination or Change of Control

20182019 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 2018,2019, 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 2018.2019.

2006 Omnibus Equity Compensation Plan

On July 18, 2006, our stockholders approved the Omnibus Plan. The Board previously approved the Omnibus Plan at a meeting held on May 3, 2006, which was subject to stockholder approval. An aggregate of

350,000 shares of Class A common stock have been reserved for issuance under this plan. The Omnibus Plan expired on July 17, 2016. Although the plan has terminated, the expiration of each option granted occurs ten years after the stock option grant date. All Directors currently have options outstanding that were granted under this plan.

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 April 9, 2019,June 11, 2020, 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 April 9, 2019,June 11, 2020, there were 4,241,991 shares of Class A common stock and 2,340,353 shares of Class B common stock outstanding. In addition, as of April 9, 2019June 11, 2020 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.

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) (“PCAOB”) and issuing a report thereon.

The Audit Committee has reviewed and discussed with management and Crowe LLP (“Crowe”), the Company’s independent registered public accounting firm, our audited consolidated financial statements for 2018.2019. The Audit Committee has discussed with Crowe matters required to be discussed by Auditing Standard No. 16, Communication with Audit Committees.the applicable requirements of the PCAOB and the Securities and Exchange Commission. We have received and reviewed the written disclosures and the letter from Crowe required by the applicable requirements of the PCAOB Rule 3526regarding the auditors’ independence 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’ 20182019 Annual Report on Form10-K for 20182019 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 years ended December 31, 20182019 and 2017,2018, 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 20172019 or 2018 on the exception to thepre-approval requirements provided in 17 C.F.R210.2-01(c)(7)(i)(c). The Audit Committee, however, pre-approved all audit andnon-audit related services reflected in the above table for the years ended December 31, 20182019 and 2017.2018. 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 20182019 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:

Before engagement, the Audit Committeepre-approved these services by category of service. The fees are budgeted and the Audit Committee requires the Independent Registered Public Accounting Firm to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the Independent Registered Public Accounting Firm for additional services not contemplated in the originalpre-approval. In those instances, the Audit Committee requires specificpre-approval before engaging the Independent Registered Public Accounting Firm.

The Audit Committee has appointedappointment of Crowe to serve as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2019.2020, is evaluated on a quarterly basis by both, the Audit Committee and Crowe. The Company expects a representative of Crowe to be present at the Annual Meeting, to be available to respond to appropriate questions and to make a statement if they desire to do so.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Approval Policies and Procedures

In accordance with our Audit Committee charter, our Audit Committee is responsible for reviewing and approving the terms and conditions of all related party transactions. Our Audit Committee also reviews and approves our Audit Committee Report included in the Proxy Statement. In determining whether to approve or ratify a related party transaction, the Audit Committee takes into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable to us than terms generally available from an unrelated person under the same or similar circumstances, and the extent of the related person’s interest in the transaction. An Audit Committee member cannot participate in any approval or ratification of a related party transaction in which such member is a related person, other than to provide all material information regarding the transaction to the Audit Committee.

Certain Relationships

Alessandra Alarcón, the daughter of Raúl Alarcón, our Chief Executive Officer, is employed by us as Vice President/DirectorPresident of Engagement of our Los Angeles market.SBS Entertainment. Total compensation paid to Ms. Alarcón’s total compensation earned during the fiscalcalendar years 2019 and 2018 was $257,995 and 2017 was $207,873 and $164,554,$202,379, respectively.

Eric García, the sonCEO Waiver of Joseph A. García, one of our directors, was previously employed by us as Radio Revenue Chief and General Manager of our New York Market. For fiscal year 2017,Performance Bonus

Pursuant to his earned total compensation was $423,077; however, he resigned during fiscal year 2018 and earned less than $120,000 in total compensation.

In connection with the issuance of our Series C convertible preferred stock, we entered into to a stockholder agreement, dated October 5, 2004, among SBS,Employment Agreement, Raúl Alarcón, and CBS Radio Media Corporation (formerly known as Infinity Media Corporation)our Chief Executive Officer (“CBS Radio”CEO”). CBS Radio is an indirect wholly-owned subsidiary of CBS Corporation. The stockholder agreement remains was entitled to receive a bonus for 2019 if the Company met certain performance metrics for the year. Based on the Company’s performance, our CEO would have been entitled to receive a bonus in effect for so long as CBS Radio or a permitted

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.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D15233-P40479 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY SPANISH BROADCASTING SYSTEM, INC. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees: 01) Raúl Alarcón 04) Jason L. Shrinsky 02) Joseph A. García 05) José A. Villamil 03) Manuel E. Machado 06) Mitchell A. Yelen For All Withhold All Except For All To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. NOTE: IF A CHOICE IS NOT SPECIFIED WITH RESPECT TO ANY PROPOSAL, THIS PROXY WILL BE VOTED FOR SUCH PROPOSAL AS RECOMMENDED BY THE BOARD OF DIRECTORS. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

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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