You are cordially invited to attend the Annual Meeting of Stockholders of Liberated Syndication Inc., which will be held virtually at www.virtualshareholdermeeting.com/LSYN2020 on Wednesday, June 28, 2017,Tuesday, November 17, 2020, starting at 10:00 a.m., Eastern Daylight Time, atTime. Due to the West Palm Beach Marriott, 1001 Okeechobee Boulevard, West Palm Beach, FL 33401.  public health concerns regarding the novel coronavirus disease (“COVID-19”) pandemic, we are holding the Annual Meeting in a virtual-only format to support the health and well-being of our stockholders, directors, officers and employees. For more information about the virtual-only meeting format, please see question “How can I attend the Annual Meeting?” on page 1 of the proxy statement for the Annual Meeting.

In addition to the matters to be acted upon at the meeting, which are described in the attached Notice of Annual Meeting of Stockholders and Proxy Statement, there will be an opportunity for you to ask questions and conduct any other business that may properly come before the Annual Meeting.

Whether or not you plan to attend the virtual meeting, the prompt execution of your proxy card will both assure that your shares are represented at the meeting and minimize the cost of proxy solicitation.

The Proxy Statement contains a more extensive discussion of each proposal and therefore you should read the Proxy Statement carefully. The Board of Directors unanimously recommends that you approve all proposals.

Only stockholders of record at the close of business on May 1, 2017October 8, 2020 are entitled to vote at the meeting. You are cordially invited to attend the meeting in person.

.

	​	​	Sincerely,
	​	​
Sincerely,	​	​	/s/ Brad Tirpak
	​	​	Brad Tirpak
/s/ Christopher J. Spencer
Christopher J. Spencer ​
​	Chairman and Chief Executive Officer of the Board of Directors

The 20172020 Annual Meeting of Stockholders of Liberated Syndication Inc., a Nevada corporation (the “Company”), will be held on Wednesday, June 28, 2017,Tuesday, November 17, 2020, starting at 10:00 a.m., Eastern Daylight Time, online at the West Palm Beach Marriott, 1001 Okeechobee Boulevard, West Palm Beach, FL 33401,www.virtualshareholdermeeting.com/LSYN2020, for the following purposes:

1.

To elect four directors to serve a one year term from the date of the Annual Meeting of Stockholders, or until their prior resignation or termination and the election and qualification of their successors;

2.

To ratify the selection by the Board of Directors of Gregory & Associates, LLC as independent auditors of Liberated Syndication Inc. for the fiscal year ending December 31, 2017;

3.

To transact such other business as may properly come before the Annual Meeting and any and all adjournments or postponements thereof.

Our Board of Directors recommends that you vote FOR each of Proposals 1 and 2 above. Our Board of Directors has chosen the close of business on May 1, 2017,October 8, 2020, as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting. Only stockholders of record as of the record date are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. A copy of our proxy statement and a proxy card accompany this notice. These materials will first be mailed to stockholders on or about MayOctober 15, 2017.

​
​	By Order of the Board of Directors,
	​	​
	​	​	/s/ Douglas Polinsky Brad Tirpak
Douglas Polinsky	​	​	Brad Tirpak
Director	​	​	Chairman

The proxy statement and Company’s 20162019 annual report to stockholders are available at www.proxyvote.com.

This proxy statement is being furnished to the stockholders of Liberated Syndication Inc. (libsyn)(the “Company”), a Nevada corporation, in connection with the solicitation of proxies on behalf of the Board of Directors of libsynthe Company for use at libsyn’sthe Company’s Annual Meeting of Stockholders (the “Annual Meeting”) and any and all adjournments or continuations of the annual meeting,Annual Meeting, to be held Wednesday, June 28, 2017,Tuesday, November 17, 2020, starting at 10:00 a.m., Eastern Daylight Time, online at the West Palm Beach Marriott, 1001 Okeechobee Boulevard, West Palm Beach, FL 33401,www.virtualshareholdermeeting.com/LSYN2020, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.Stockholders (the “Notice”). These materials will be first mailed to stockholders on or about MayOctober 15, 2017.

2020.

When we use “libsyn,” “Liberated Syndication,” “we,” “us,” “our” or the “Company,” we are referring to Liberated Syndication Inc.

At the annual meeting,Annual Meeting, our stockholders will act upon the matters described in this proxy statement. These actions include: (i) the election of fourfive directors to serve a one yearone-year term from the date of the Annual Meeting of Stockholders, or until their prior resignation or termination and the election and qualification of their successors; and (ii) the ratification of GregorySadler, Gibb & Associates, LLC as the independent auditorsregistered public accounting firm of Liberated Syndication Inc. for the fiscal year ending December 31, 2017.2020. An additional purpose of the Annual Meeting is to transact any other business that may properly come before the Annual Meeting and any and all adjournments or postponements thereof.

All stockholders of record at the close of business on the record date, or their duly appointed proxies, may attend the annual meeting.virtual Annual Meeting. Our Board of Directors has chosen the close of business on May 1, 2017,October 8, 2020 (the “Record Date”), as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting. Only stockholders of record as of the record dateRecord Date are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

The Board knows of no other matters that are likely to be brought before the Annual Meeting. If any other matters properly come before the Annual Meeting, however, the persons named in the enclosed proxy, or their duly appointed substitute acting at the Annual Meeting, will be authorized to vote or otherwise act on those matters in accordance with their judgment.

Only stockholders of record at the close of business on May 1, 2017, which we refer to as the “record date,”Record Date, October 8, 2020, are entitled to notice of, and to vote at, the Annual Meeting. As of the record date,Record Date, there were 24,455,86027,068,179 shares (net of treasury shares) of our common stock outstanding. Holders of common stock as of the record dateRecord Date are entitled to one vote for each share held for each of the proposals.

All stockholders who receive proxy materials will receive instructions for voting by mail, telephone, using the Internet, or by usingattending the Internet.

Annual Meeting virtually.

A quorum is the presence, in person or by proxy, of the holders of a majorityone-third of the shares of the common stock entitled to vote. Under Nevada law, an abstaining vote and a broker “non-vote” are counted as present and are, therefore, included for purposes of determining whether a quorum of shares is present at the Annual Meeting.

A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have the discretionary voting authority with respect to that item and has not received instructions from the beneficial owner. Generally, shares held by brokers who do not have discretionary authority to vote on a particular matter and have not received voting instructions from their customers are not counted or deemed to be present or represented for purposes of determining whether

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stockholders have approved that matter. More specifically, broker “non-votes” are not included in the tabulation of the voting results on the election of directors or issues requiring approval of a majority of the shares present or represented by proxy and entitled to vote at the Annual Meeting and, therefore, do not have an effect on the outcome of any of the proposals.

For the purpose of determining whether the stockholders have approved matters other than the election of directors, abstentions are treated as shares present or represented and voting, so abstaining has the same effect as a negative vote. If stockholders hold their shares through a broker, bank or other nominee and do not instruct them how to vote, the broker may have authority to vote the shares.

shares on certain items.

All shares of common stock represented by properly executed proxies will, unless such proxies have previously been revoked, be voted in accordance with the instructions indicated in such proxies. If you do not provide voting instructions, your shares will be voted in accordance with the Board’s recommendations on the items listed in the Notice of Annual Meeting. In addition, if any other matters properly come before the Annual Meeting, the persons named in the enclosed proxy, or their duly appointed substitute acting at the Annual Meeting, will be authorized to vote or otherwise act on those matters in accordance with their judgment.

Yes. Any stockholder executing a proxy has the power to revoke such proxy at any time prior to its exercise. You may revoke your proxy prior to exercise by:

If your shares are registered under different names or are in more than one account, you will receive more than one proxy card. To ensure that all your shares are voted, please sign and return all proxy cards, or if you choose, vote by telephone or through the Internet using the personal identification number printed on each proxy card. We encourage you to have all accounts registered in the same name and address (whenever possible). You can accomplish this by contacting our transfer agent, Interwest Transfer Company, Inc.

Issuer Direct Corp.

This proxy solicitation is made by the Company. The cost of preparing, printing, assembling and mailing this proxy statement and other material furnished to stockholders in connection with the solicitation of proxies will be borne by us.

How are proxies solicited?

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In addition to the mail solicitation of proxies, our officers, directors, employees and agents may solicit proxies by written communication, telephone or personal call. These persons will receive no special compensation for any solicitation activities. We will reimburse banks, brokers and other persons holding common stock for their expenses in forwarding proxy solicitation materials to beneficial owners of our common stock.

“Householding” means that we deliver a single set of proxy materials to households with multiple stockholders, provided certain conditions are met. Householding reduces our printing and mailing costs.

If you or another stockholder of record sharing your address would like to receive an additional copy of this Proxy Statement, we will promptly deliver it to you upon your request in one of the following manners:

·

If you would like to opt out of householding in future mailings, or if you are currently receiving multiple mailings at one address and would like to request householdedhousehold mailings, you may do so by contacting the Chief Financial Officer, at (412) 621-0902.

us as set forth above.

Yes. You may elect to receive future notices of meetings and proxy materials electronically through the Internet. To consent to electronic delivery, you must vote your shares using the Internet. At the end of the Internet voting procedure, the on-screen Internet voting instructions will tell you how to request future stockholder communications be sent to you electronically.

Once you consent to electronic delivery, you must vote your shares using the Internet and your consent will remain in effect until withdrawn. You may withdraw this consent at any time and resume receiving stockholder communications in print form.

Proposals that stockholders wish to submit proposals on matters appropriate for stockholder action at our annual meeting, including the submission of nominees for election to the Board of Directors, consistent with regulations adopted by the Securities and Exchange Commission (the “SEC”) and our Bylaws. For such proposals to be considered for inclusion in theour proxy statement and related form of proxy relating to the 2018for our 2021 annual meeting weof stockholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”) must receive them not later than January 2, 2018, or such later date as we may specify in our SEC filings. Your proposals should be addressed toreceived by us at Liberated Syndication Inc atInc., 5001 Baum Blvd, Suite 770, Pittsburgh, PA 15213, Attn: Corporate Secretary.Secretary, no later than June 17, 2021, unless the date of our 2021 annual meeting is

With respect to proposals submitted by a stockholder other than for inclusion in our proxy statement and related form of proxy for our 2021 annual meeting of stockholders, timely notice of any stockholder proposal by an eligible stockholder must be received by us in accordance with our Bylaws no later than September 18, 2021 nor earlier than August 19, 2021; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after the anniversary date of the immediately preceding annual meeting, notice of a stockholder in order to be timely must be received not later than the close of business on the 10^th day following the day on which such notice of the date of the annual meeting is mailed or such public disclosure of the date of the annual meeting is made, whichever first occurs. The notice must be made by a stockholder owning at least one percent of the Company’s outstanding shares of record on the date of the giving of the notice provided to vote at such annual meeting. In addition, the notice must contain the information required by our Bylaws. Any proxies solicited in connection with our 2017 Annual Meeting willby the Board of Directors for the 2021 annual meeting may confer discretionary authority to vote on matters, among others, ofany proposals for which we donotice is not receive notice prior to March 1, 2017.

timely received.

Under Nevada law, stockholders are not entitled to dissenter’s rights in connection with any of the matters described in this proxy statement.

Except as indicated below, none of our directors, executive officers, or any of their associates has any substantial interest, direct or indirect, by security holdings or otherwise, in any of the matters to be acted upon.

If you have any questions about giving your proxy or require any assistance regarding the Annual Meeting, please contact our Chief Financial Officer:

·

company:

We are an “emerging growth company” under applicable federal securities laws and therefore are permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this 20172020 Proxy Statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012 and rules of the SEC, including the scaled executive compensation disclosure. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our Named Executive Officers (as defined herein) or the frequency with which such votes must be conducted. We will remain an emerging growth company until the earliest of (1) the last day of the fiscal year in which we have total annual gross revenues of $1$1.07 billion or more, (2) December 31, 2021, (3) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years, or (4) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

We uphold a set of basic values to guide our actions and are committed to maintaining the highest standards of business conduct and corporate governance. We have adopted a Code of Business Conduct and Ethics for directors, officers (including our principal executive officer and principal financial officer) and employees, which, in conjunction with our CertificateArticles of Incorporation, Bylaws and Board of Directors committee charters, form the framework for governance of libsyn.the Company. The Code of EthicsBusiness Conduct and Business ConductEthics can be found on our website at: investor.libsy.com.  Also,investor.libsyn.com. In addition to the Code of Ethics and Business Conduct and Ethics, the Board of Directors committee charters, Bylawsthe Articles of Incorporation and Certificate of Incorporationthe Bylaws are available at our corporate offices. Stockholders may request free printed copies of these documents from:

Liberated Syndication Inc.

Attn: Secretary

5001 Baum Blvd., Suite 770

Pittsburgh, PA 15213

(412) 621-0902

by emailing a request to investor@libsyn.com.

Our companyBoard is currently led by Mr. Bradley Tirpak, who was appointed as Chairman of the Board in August 2020 and has served as a member of the Board since October 2019. Mr. Christopher Spencer, who hashad served as chief executive officerChief Executive Officer and a member of the Board of Directors since inception of the Company.Company, resigned from these positions in August 2020. Ms. Laurie Sims has been appointed as President and Chief Operating Officer of the Company and is also serving as our principal executive officer until the Board appoints a new Chief Executive Officer. Our Board of Directors is comprised of Mr. Spencer and threefive independent directors. The Board has four standing independent committees—the audit, compensation, nominating,Audit Committee, Compensation Committee, Nominating Committee, and corporate governance and risk committees.Strategic Review Committee. Each of the Board committees is comprised solely of independent directors. Our risk committeefull Board is responsible for overseeing risk management, and our full Board regularly engages in discussions of risk management. Each of our other Board committees also considers the risk within its area of responsibilities. Our corporate governance guidelines provide that our non-management directors will meet in executive session at each Board meeting.

Our corporate leadership structure

The Board believes that the decision as to whether to combine or separate the Chairman of the Board and Chief Executive Officer positions depends on the facts and circumstances facing the Company at a given time and may change over time. Currently, since the Company does not have a Chief Executive Officer, the Chairman and Chief Executive Officer positions are separate. The Board believes that, by separating these two positions, the Chief Executive Officer will be able to focus on running the day-to-day operations of the Company while our Chairman, who is commonly utilized by other public companies in the United States, and we believean independent director, can devote his time to matters of Board oversight. The Board believes that this leadership structure has been effective for the Company. We believe that having the roles of Chairman and CEO as one person, and only independent Board members for each of our Board committees, providesis currently the right form of leadership for ourthe Company. We believe that our Chairman and CEO, together with the risk committee, the audit committee and the full Board of Directors, provide effective oversight of the risk management function.

The Board of Directors has adopted written charters for two standing committees:the Audit Committee, the Compensation Committee and the Nominating Committee, which are available as Appendix A, Appendix B and the Audit Committee.Appendix C, respectively, of this proxy statement. We will provide, free of charge, a copy of any of these Board committee charters to any stockholder on request. The Board has determined that all members of the Audit, Compensation, Nominating and AuditStrategic Review Committees are independent and satisfy the relevant SEC independence requirements for members of such committees.

Nominating Committee.    The Nominating Committee currently consists of Mr. Polinsky as chair, Mr. Yevstifeyev, and Mr. Smith. This committee provides assistance to the Board in identifies individuals qualified to become members of the Board of Directors consistent with Board criteria. The committee also oversees the evaluation of the Board of Directors and management.

Stockholders or other interested parties may communicate with our Board, any individual director or members of Directors inany Board committee. Stockholders should identify the intended recipient or recipients and send any communications to the following way:

			Writing to the directors, at the following address:

address or email address:

The Audit Committee has established procedures for employees who have a concern about our accounting, internal accounting controls or auditing matters, to communicate that concern directly to the Audit Committee in one of the following ways:

	•		Calling the whistle blowing hotline @ (877) 350-0004
	•		Writing to the Audit Committee, at the following address:

The Hotlinehotline service will forward any communications related to our accounting, internal accounting controls, or auditing matters to the Chair of the Audit Committee. Communications may be anonymous.

The Board held eight meetings in 2019. During 2019, the Audit Committee held four meetings, the Compensation Committee held two meetings and the Nominating Committee did not hold any meetings. During 2019, each director attended at least 75% of the meetings of the Board held during the period for which he has been a director and of each committee held during the period that he served as a member. We encourage, but do not require, Board member attendance at our Annual Meeting. The Audit Committee held four meeting in fiscal 2016.  Each director attended at least 75% of the aggregate of the total number of board and applicable committee meetings.  

During 2019, we did not hold an annual stockholders’ meeting.

The Nominating Committee provides assistance to the Board in evaluating and selecting director nominees of the Company to be considered for election at the annual meeting of stockholders and takes such other actions within the scope of its charter as the committee deems necessary or appropriate.

The Nominating Committee has responsibility for identifying and evaluating new nominees to the Board. In evaluating director nominees, the committee will, as described in the committee’s charter, consider various criteria, including relevant industry experience, general business experience, relevant financial experience, and compliance with independence and other qualifications necessary to comply with any applicable taxsecurities laws. The Nominating Committee, which does not have a formal diversity policy, considers diversity in a broad sense when evaluating Board composition and securities laws.nominations; and it seeks to include directors with a diversity of experience, professions, viewpoints, skills, and backgrounds that will enable them to make significant contributions to the Board and our Company. In addition, directors must have time available to devote to Board activities and to enhance their knowledge of our business. We therefore seek to attract and retain qualified directors who have sufficient time to devote to their responsibilities and duties to us and our stockholders.

Between annual meetings of stockholders, the Board may elect directors to serve until the next annual meeting. Nominees for directorship will be selected by the Nominating Committee, in accordance with the

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policies and principles in its charter, and nominated by the Board for stockholder elections. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential director nominees, although we may do so in the future.

To date, we have not received any recommendations from stockholders requesting the Board or any of its committees to consider a nominee for inclusion among the Board’s slate of nominees in our proxy statement for our annual meeting.the Annual Meeting. However, our stockholders may recommend director nominees, and the committee will consider nominees recommended by stockholders. A stockholder wishing to submit such a recommendation should send a letter to the Corporate Secretary at our principal executive offices in accordance with the provisions of our Bylaws and the provisions set forth in the Questions and Answers about the Annual Meeting section under the question, “What are the requirements for presenting stockholder proposals?” The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Director Nominee Recommendation.” The letter must identify the author as a stockholder and provide a brief summary of the nominee’s qualifications, including such information about the nominee as would have been required to be included in a proxy statement filed pursuant to the rules of the SEC had such nominee been nominated by the Board, as well as contact information for both the nominee and the stockholder. The letter must comply with the requirements set forth in our Bylaws. Nominees should at a minimum have relevant business and financial experience and must be able to read and understand fundamental financial statements. We anticipatebelieve that nominees recommended by stockholders will be evaluated in the same manner as nominees recommended by anyone else, although,directors, the Company’s management or third parties; provided, however, that the committee may prefer nominees who are personally known to the existing directors and whose reputations are highly regarded. The committee will consider all relevant qualifications as well as our needs in terms of compliance with listing standards and SEC rules.

All of

Mr. Tirpak, Mr. Shahinian and Mr. Kibby joined the nominees for directors being voted upon at the annual meetingBoard in 2019 and are directorseach standing for reelection.

The Nominating and Corporate Governance Committee assistedelection to the Board for the first time. Mr. Tirpak and each of its committees in conducting self-evaluations of their functioning and effectiveness.

Nominating Committee

Douglas Polinsky

Denis Yevstifeyev

J. Greg Smith

Audit Committee.    The Audit Committee currently consists of Denis Yevstifeyev as chair, Douglas Polinsky, and J. Gregory Smith. Mr. Yevstifeyev,Shahinian were recommended for appointment to the Board of Directors has determined, is an “audit committee financial expert” as defined under SEC rules. This committee oversees the integrity of our financial statements, disclosure controlsby a stockholder and procedures, the systems of internal accounting and financial controls, compliance with legal and regulatory requirements, the qualifications and independence of the independent auditors and the performance of our internal audit function and independent auditors, and the quarterly reviews and annual independent audit of our financial statements. The Audit Committee’s report appears hereafter. Gregory & Associates, LLC, our independent auditor, reports directlyMr. Kibby was recommended for appointment to the Audit Committee.

The Board of Directors has determined that each of J. Gregory Smith, Denis Yevstifeyevby Mr. Tirpak and Douglas Polinsky has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us) and satisfies the independence requirements required by the SEC.

Mr. Shahinian.

The Audit Committee acts pursuant to a written charter that was approved by the Board of Directors. The Audit Committee oversees our financial reporting process on behalf of the Board. Our management has the primary responsibility for the financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. In fulfilling its oversight responsibilities, the committee reviewed and discussed the audited consolidated financial statements with our management, including a discussion of the quality, not just the acceptability, of the accounting principles

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used; the reasonableness of significant judgments made; and the clarity of the disclosures in the financial statements.

The Audit Committee reviewed with GregorySadler, Gibb & Associates, LLC (“Sadler”), our independent auditors,registered public accounting firm for the year ended December 31, 2019, which is responsible for expressing an opinion on the conformity of the consolidated financial statements with U.S. generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of our accounting principles and such otherprinciples. The Audit Committee discussed with Sadler the matters as are required to be discussed withby the committee by Statement on Auditing Standards No. 61, other standardsapplicable requirements of the Public Company Accounting Oversight Board rules of(“PCAOB”) and the SEC and other applicable regulations.SEC. In addition, the committeeAudit Committee has received the written disclosures and the letter from Sadler required by applicable requirements of the PCAOB regarding Sadler’s communications with the Audit Committee concerning independence, and has discussed with Gregory & Associates, LLC, the firm’s independence from libsyn, including the matters in the letter from Gregory & Associates, LLC required by Independence Standards Board Standard No. 1, and considered the compatibility of non-audit services with Gregory & Associates, LLC’sSadler its independence.

The Audit Committee discussed with Gregory & Associates, LLCSadler the overall scope and plans for their respective audits.its audit. The committee meetsmet with Gregory & Associates, LLC,Sadler with and without management present, to discuss the results of their examinations; their evaluations of our internal control, including internal control over financial reporting; and the overall quality of our financial reporting.

In reliance

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, that the audited consolidated financial statements and management’s assessment of the effectiveness of our internal control over financial reporting, together with Gregory & Associates, LLCSadler’s report, be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20162019 filed with the SEC. The committee

Except as described above, during the fiscal years ended December 31, 2019 and 2018, there were no transactions, and there are no currently proposed transactions, in which the Company was or is to be a participant and the Board alsoamount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any related person had or will have recommended, subjecta direct or indirect material interest.

No interlocking relationship exists between the Board of Directors or Compensation Committee and the board of directors or compensation committee of any other entity, nor has any interlocking relationship existed in the past.

The following sets forth the compensation of libsyn’sthe Company’s Chief Executive Officer during fiscal 2016,2019, and the other persons who served as executive officers during fiscal 2016.2019. Unless otherwise noted, the amounts shown represent what was earned in fiscal 2016.

2019.

For the CEO, these factors are judged, and compensation is recommended, by the Compensation Committee of the Board and approved by the Board. For the other executive officers (including all the named executive officers asin the Summary Compensation Table), the factors are considered by the CEO, who recommends compensation levels. These judgments and recommendations are then reviewed and approved or revised by the Compensation Committee.

Generally, the Compensation Committee reviews and adjusts base compensation once per year, effective at the beginning of December 31, 2016.

Grantseach fiscal year (January 1). Annual incentives are typically paid within two months of Plan-Based Awardsthe fiscal year end.

In 2016,2019, we paid our non-employee directors a cash retainer. In 2017,2020, the Board of Directors will consider stock options or other appropriate equity incentive grants to the outside directors. We reimburse directors for out-of-pocket expenses they incur when attending meetings of the Board. Salaried executives who serve as directors are not paid for their services as directors and accordingly, Christopher Spencer is not included in the director compensation table below.

The following table sets forth the compensation we paid our non-employee directors in 2016.2019. Unless otherwise noted, the amounts shown represent what was earned in fiscal 2016.2019.

The following table sets forth certain information as of April 21, 2017October 8, 2020 regarding the beneficial ownership of our common stock, for:

·

We relied on information received from each stockholder as to beneficial ownership, including information contained on Schedules 13D and 13G and Forms 3, 4 and 5. As of April 21, 2017October 8, 2020, there were 24,455,86027,068,179 shares (net of treasury shares) of common stock outstanding.

There are no known arrangements known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

Our directors hold office until the end of their respective terms or until their successors have been duly elected and qualified. Our executive officers are appointed by the Board of Directors and serve at the discretion of the Board.

At the time of the Annual Meeting, the Board will consist of fourfive members: Christopher Spencer, J. Gregory Smith,Bradley Tirpak, Brian Kibby, Douglas Polinsky, Eric Shahinian and Denis Yevstifeyev, and Douglas Polinsky.Yevstifeyev. At the Annual Meeting, the stockholders will elect fourfive directors to serve a one yearone-year term, or until their prior resignation or termination and the election and qualification of their successors.

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The Board proposes that the fourfive individuals listed below be elected as directors. The nominees have consented to serve if elected to the Board. In the event that one or more of the nominees is unable to serve as a director at the time of the Annual Meeting (which is not expected), proxies with respect to which no contrary direction is made will be voted FOR such substitute nominee(s) as shall be designated by the Board to fill the vacancy or vacancies.

The Company believes that Mr. Polinsky is a Directorvaluable member of Libsyn since its inceptionsthe Board based on September 29, 2015. Mr. Smithhis extensive business background, and his experience serving in leadership roles and on the boards of other public and private companies.

The Company believes that Mr. Shahinian is a valuable member of the Board based on June 22, 2012.  Mr. Smithhis knowledge and experience in investing, capital allocation, corporate governance and his general business experience.

The Company believes that Mr. Yevstifeyev servedis a valuable member of the Board based on his strong accounting and finance background, and his experience serving as a CFO of a private company.

A plurality of the Settlement Department Managervotes duly cast is required for SDM BANK in Moscow, where he dealt with domestic and international corresponding banks, among other responsibilities. 

Your Board of Directors unanimously recommends a vote FOR the election of Messrs.  Spencer, Polinsky, Smith, and Yevstifeyev.

directors (that is, the nominees receiving the greatest number of votes will be elected). Abstentions are not counted for purposes of the election of directors.

The Audit Committee and the Board have appointed Gregory & Associates, LLC, certifiedhas selected Sadler as its independent registered public accountants, as auditorsaccounting firm to examine the Company’s financial statements of Liberated Syndication Inc. for fiscal 20172020 and to perform other appropriate accounting services and are requesting ratification of such appointment by the stockholders. Gregory & Associates, LLCservices. Sadler has audited our financial statements forsince 2018. Although ratification is not required by law, the calendarBoard has determined that it is desirable to seek stockholder ratification of this appointment in light of the critical role played by the independent registered public accounting firm in auditing our financial statements. Notwithstanding the ratification of Sadler, the Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year ended December 31, 2017.

if the Audit Committee believes that such a change would be in the best interests of us and our stockholders. If the appointment is not ratified by our stockholders, the Audit Committee may reconsider whether it should appoint another independent registered public accounting firm. A representative from Gregory & Associates, LLCSadler is not expected to attend the 20172020 Annual Meeting.

The following table summarizes the fees paid or payable to Gregory & Associates, LLCSadler for services rendered for the fiscal yearyears ended December 31, 2016. Audit fees include the cost of our annual audit2019 and our subsidiaries including the costs of quarterly reviews, and SEC filings requiring the consents of our independent auditor.2018. The Audit Committee approved 100% of the fees for 2016.

		Fiscal Year 2016
Audit fees		$	45,000
Audit-related fees			—
Tax Fees			—
All other fees			—
Total		$	45,000

2019 and 2018.

The Audit Committee is informed of and approves all services that Gregory & Associates, LLCSadler provides. The Audit Committee pre-approves the annual audit fee, tax services, and non-routine SEC filing reviews, as well as the fees for all large projects that are expected to cost more than $50,000.$35,000. In addition, it has pre-approved $100,000$15,000 for items that relate to routine accounting consultationsservices related to items such as new accounting pronouncements, routine SEC filings requiring consents, and routine tax consultations. Upon performance of such services, the Audit Committee is informed of and approves the matters to which such consultations relate. Upon approval by the Audit Committee, the amount is added back to the pre-approved $100,000.

$15,000.

The ratification of the appointment of Sadler as our independent registered public accounting firm for the year ending December 31, 2020 requires the affirmative vote of the holders of a majority of the stockholders’ shares of common stock present in person or represented by proxy at the annual meetingAnnual Meeting and entitled to vote is required.

If stockholders do not ratify the appointment of Gregory & Associates, LLC the adverse vote will be considered a directive to the Audit Committee and the Board to select other auditors for the next fiscal year.

Your Board of Directors unanimously recommends Abstentions effectively count as a vote “against” the proposal.

The purpose of the Audit Committee (the “Committee”) is to assist The Board of Directors (the “Board”) for Liberated Syndication Inc. (the “Company”) oversight of the following: