Section 16(a) of the Exchange Act requires our directors and executive officers and any beneficial owner of more than 10% of any class of our equity securities to file with the SEC initial reports of beneficial ownership and reports of changes in ownership of any of our securities. These reports are made on documents referred to as Forms 3, 4 and 5. Our directors and executive officers must also provide us with copies of these reports. We have reviewed the copies of the reports that we have received and any written representations that no Form 5 was required from the individuals required to file the reports that we have received, as well as reviewed Forms 3, 4 and 5 filed with the SEC. Based on this review, we believe that during the year ended December 31, 2020, each of our directors and executive officers and beneficial owners of more than 10% of any class of our equity securities timely complied with applicable reporting requirements for transactions in our equity securities, except (i) Emmis failed to timely file a Form 3 upon the Emmis Promissory Note becoming convertible into Class A Shares and (ii) J. Scott Enright, Ryan A. Hornaday, Jeffrey H. Smulyan and Patrick M. Walsh each filed a late Form 4 in connection with the initial distribution of Class A Shares by Emmis, filing after the payment date of the distribution rather than the earlier record date.

CORPORATE GOVERNANCE

General

MediaCo aspires to the highest ethical standards for our employees, officers and directors, and remains committed to the interests of our shareholders and other constituents. We believe we can achieve these objectives only with a plan for corporate governance that clearly defines responsibilities, sets high standards of conduct and promotes compliance with the law. The board of directors has adopted formal corporate governance guidelines, as well as policies and procedures designed to foster the appropriate level of corporate governance. Some of these guidelines and procedures are discussed below. For further information, including electronic versions of our Code of Business Conduct and Ethics, our Corporate Governance Guidelines, our Audit Committee Charter, our Compensation Committee Charter, and our Complaint Procedure for Accounting and Auditing Matters, please visit the Corporate Governance section of our website (www.MediaCoHolding.com) located under the Investors heading.

Independent Directors

Our board of directors currently consists of seven members. Of these, our board has determined that four (Mses. Lee, McAdaragh and McDermott, and Mr. Glaze) qualify as “independent directors” under the listing standards of The Nasdaq Stock Market, Inc. (“Nasdaq”). In addition, MediaCo is a “Controlled Company” as defined in the Nasdaq listing standards. The company is, therefore, pursuant to Nasdaq Marketplace Rule 5615(c)(2), exempt from certain aspects of Nasdaq’s listing standards relating to independent directors. Nevertheless, a majority of the members of the board of directors are “independent directors” under Nasdaq rules.

Code of Ethics

MediaCo has adopted a Code of Business Conduct and Ethics to document the ethical principles and conduct we expect from our employees, officers and directors. A copy of our Code of Business Conduct and Ethics is available in the Corporate Governance section of our website (www.MediaCoHolding.com) located under the Investors heading.

Leadership Structure and Risk Oversight

MediaCo’s Corporate Governance Guidelines provide that the chair of the board is to meet the independence requirements under the applicable Nasdaq listing standards.  Our board has determined that our board chair, Deborah McDermott, is an ‘independent director’ under Nasdaq rules.  As Chair, Ms. McDermott is responsible for, among other matters: (i) setting the agenda for and leading executive sessions of the independent directors, unless a lead director is otherwise appointed by the Chair; (ii) briefing the CEO on issues arising in the executive sessions; (iii) coordinating and developing the agenda for meetings of the board, in collaboration with the CEO; (iv) convening meetings of the independent directors as necessary or appropriate; and (v) if requested and appropriate, being available for consultation with major shareholders. The board believes that this structure provides strong independent leadership and oversight for our Company and our board.  

The board of directors expects the Company’s management to take primary responsibility for identifying material risks the company faces and communicating them to the board, developing and implementing appropriate risk management strategies responsive to those risks with oversight from the board, and integrating risk management into the Company’s decision-making processes. The board, through the Audit Committee on a quarterly basis and as a full board at least annually, regularly reviews information regarding the company’s credit, liquidity and operational risks, as well as strategies for addressing and managing such risks. In addition, the Compensation Committee monitors the Company’s compensation programs so that such programs do not encourage excessive risk-taking by Company employees.

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Communications with Independent Directors

Any employee, officer, shareholder or other interested party who has an interest in communicating with the Chair or any other MediaCo independent directors regarding any matter may do so by directing communication to Ms. McDermott addressed to Board Chair, c/o Corporate Secretary, MediaCo Holding Inc., One Emmis Plaza, 40 Monument Circle, Suite 700, Indianapolis, Indiana 46204, by facsimile to (317) 684-5583, or by e-mail message to Chair@MediaCoHolding.com. The communication will be delivered to the independent directors as appropriate. For matters related to finance or auditing, a communication should specify that it is directed to the Audit Committee. For matters related to compensation, a communication should specify that it is directed to the Compensation Committee. Messages for any director or the board of directors as a whole may be delivered through the Board Chair as well.

Certain Committees of the Board of Directors

Our board of directors currently has, among other committees, an Audit Committee and a Compensation Committee.  MediaCo is a “controlled company” within the meaning of the Nasdaq listing standards. As such, we are exempt from Nasdaq’s requirement that director nominees be selected exclusively by independent directors constituting a majority of the independent directors of the board of directors or that MediaCo have a nominations committee comprised solely of independent directors. Accordingly, MediaCo does not have a separate standing nomination and corporate governance committee comprised of independent directors. The responsibilities and functions normally associated with such committee are instead carried out by the full board of directors.

The board of directors will consider and evaluate potential nominees submitted by holders of our Class A Shares to our corporate secretary on or before the date for shareholder nominations specified in the “Shareholder Proposals” section of this proxy statement. These potential nominees will be considered and evaluated using the same criteria as potential nominees obtained by the board of directors from other sources, subject to the requirement to only nominate persons recommended by EOC so long as the Management Agreement is in effect or the Emmis Promissory Note is outstanding.

In its assessment of each potential candidate, including those recommended by shareholders, the board of directors takes into account all factors it considers appropriate, which may include (a) ensuring that the board of directors, as a whole, is diverse and consists of individuals with various and relevant career experience, relevant technical skills, industry knowledge and experience, financial expertise (including expertise that could qualify a director as an “audit committee financial expert,” as that term is defined by the rules of the SEC), local or community ties, (b) minimum individual qualifications, including strength of character, mature judgment, familiarity with our business and related industries, independence of thought and an ability to work collegially, and (c) contractual and other obligations to nominate individuals recommended by EOC or SG Broadcasting. The board also may consider the extent to which the candidate would fill a present need on the board of directors. After conducting an initial evaluation of a candidate, the board of directors would be expected interview that candidate if it believes the candidate might be suitable to be a director and may ask the candidate to meet with certain directors and management. If the board believes a candidate would be a valuable addition to the board of directors, it would expect to nominate that candidate as a director.

Audit Committee. The Audit Committee’s primary responsibility is to engage our independent auditors and otherwise to monitor and oversee the audit process. The Audit Committee also undertakes other related responsibilities as summarized in the Report of the Audit Committee below and detailed in the Audit Committee Charter, which is available in the Corporate Governance section of our website (www.MediaCoHolding.com) located under the Investors heading. The board of directors has determined that the members of the Audit Committee, Andrew Glaze (chair), Laura Lee and Mary Beth McAdaragh, are independent directors under the Exchange Act and the Nasdaq listing standards. The board of directors has also determined that Andrew Glaze is an “audit committee financial expert” as defined in rules adopted under the Exchange Act. The Audit Committee held one meeting during the last fiscal year.

Compensation Committee. The Compensation Committee reviews our compensation and benefit plans for executive officers to ensure that our corporate objectives are met, establishes compensation arrangements and approves compensation payments to members of our board of directors and our executive officers, and generally administers our equity incentive plans. The Compensation Committee’s charter is available in the Corporate Governance section of our website (www.MediaCoHolding.com) located under the Investors heading. The members of the Compensation Committee are Deborah McDermott (chair), Andrew Glaze and Laura Lee, all of whom are independent directors under Nasdaq standards. The Compensation Committee held one meeting during the last fiscal year.

Additional Committees. The Company has an Acquisition Committee to explore acquisition opportunities that may be available to the Company from time to time.  The members of the Acquisitions Committee are Laura Lee (chair) and Andrew Glaze, each of whom is independent under Nasdaq standards. The Company also has a Digital Committee to explore the expansion and development of the Company’s digital media properties.  The members of the Digital Committee are Laura Lee (chair) and Mary Beth McAdaragh, each of whom is independent under Nasdaq standards. Neither committee held any meetings during the last fiscal year.  In the spring of 2020, the Company also formed as a board committee the COVID-19 Taskforce to discharge the board’s oversight responsibilities as the Company navigates the business, health and safety challenges caused by the COVID-19 pandemic.  Laura Lee serves as the sole standing member of the taskforce, with the authority to bring in such other persons as she deems appropriate.

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Meeting Attendance

Last year, from the time the Company’s Class A Shares were registered under the Exchange Act, our board of directors held three meetings, either in person or by telephone. Each director attended at least 75% of the aggregate of (1) the total number of meetings of our board of directors held while he or she was a director and (2) the total number of meetings held by all committees on which he or she served during the periods that he or she served on the committee.

We believe that communication between our shareholders and the members of our board of directors is enhanced by the opportunity for personal interaction at our annual meeting of shareholders. Accordingly, we encourage the members of our board of directors to attend our annual meeting of shareholders whenever possible. Each of our directors attended the Company’s annual meeting of shareholders in 2020, which was held in a virtual-only format.

Compensation of Directors

During 2020, the Compensation Committee authorized annual retainers of $75,000 for each director who is not an officer of Emmis, as well as the following retainers for certain committee chairs:  $25,000 for Board Chair, $25,000 for Audit Committee Chair, $50,000 for Acquisition Committee Chair and $50,000 for Digital Committee Chair. However, in the summer of 2020 each of the directors elected to reduce their annual $75,000 retainers by twenty percent for the remainder of the year, with Ms. McDermott reducing her retainer by forty percent. This reduction remains in effect for 2021, except that the reduction for 2021 is expected to be paid in Class A Shares.

TRANSACTIONS WITH RELATED PERSONS

Relationship and Agreements with Emmis

MediaCo was formed by Emmis in connection with a transaction (the “Transactions”) with SG Broadcasting that involved, among other things, Emmis conveying the assets of radio stations WBLS-FM and WQHT-FM (the “New York Radio Stations”) to MediaCo (the “Separation”) and distributing (the “Distribution”) all of MediaCo’s Class A Shares to all of Emmis’ shareholders pro rata. Emmis and the Company operate separately, each as an independent public company. In connection with the Separation, we and Emmis entered into certain agreements to affect the separation of our business from Emmis and govern our relationship with Emmis after the Separation. The following is a summary of the terms of the material agreements that we have entered into with Emmis. These summaries set forth the terms of the agreements that we believe are material and are qualified in their entirety by reference to the full text of such agreements.

Transaction Agreement

On June 28, 2019, we entered into a certain Contribution and Distribution Agreement with Emmis and SG Broadcasting (the “Transaction Agreement”). The Transaction Agreement sets forth our agreements with Emmis and SG Broadcasting regarding the principal actions to be taken in connection with the Transactions. The Transaction Agreement identified assets to be transferred, liabilities to be assumed and contracts to be assigned to the Company as part of the separation, and it provided for when and how these transfers, assumptions and assignments will occur.

Initial Contribution, SG Broadcasting Investment, Purchase Price and Adjustment.  At the closing of the Transactions and pursuant to the terms of the Transaction Agreement, SG Broadcasting made an investment in MediaCo (the “Initial SG Broadcasting Investment”) consisting of $41,500,000 plus the $6,250,000 for additional working capital purposes.  As consideration for the SG Broadcasting Investment, MediaCo issued to SG Broadcasting a convertible promissory note payable by MediaCo in the amount of $6,250,000 (the “Original SG Broadcasting Promissory Note”) and issued to SG Broadcasting 5,359,753 Class B Shares, which constituted all of the issued and outstanding Class B Shares, representing in the aggregate an approximately 76.28% equity ownership interest and 96.98% of the outstanding voting interests of MediaCo immediately following the Transactions. Contemporaneously, Emmis contributed the assets of the NY Radio Stations to MediaCo and MediaCo paid to Emmis the sum of $91,500,000 (the “Purchase Price”), issued the Emmis Promissory Note, secured the use of $5,000,000 of working capital from Emmis which was required to be repaid within nine months following the closing of the Transactions (and was so repaid), and issued to Emmis 1,666,667 Class A Shares, which constituted all of the issued and outstanding Class A Shares and represented in the aggregate approximately 23.72% equity

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ownership interest and 3.02% of the outstanding voting interests of MediaCo immediately following the Transactions.  In connection with the Distribution, Emmis was issued an additional 16,619 Class A Shares in order to enable 0.1265 Class A Shares to be distributed for each share of Emmis common stock outstanding, and SG Broadcasting was issued an additional 53,444 Class B Shares to enable SG Broadcasting to retain its proportionate ownership percentage in MediaCo.  

Contemporaneously with the close of the Transactions, to fund the Purchase Price, the Company entered into a five-year senior secured term loan agreement (the “Senior Credit Facility”) by and among MediaCo Holding Inc., the other parties designated as borrowers thereto, the financial institutions from time to time party thereto, and GACP Finance Co., LLC, a Delaware limited liability company, as administrative agent and collateral agent. The Senior Credit Facility originally provided for initial borrowings of up to $50,000,000, which net proceeds, along with the proceeds from the Initial SG Broadcasting and the Original SG Broadcasting Promissory Note, were paid to Emmis as consideration for the NY Radio Stations, as well as one tranche of additional borrowings of $25,000,000.  On December 13, 2019, the Company entered into an amendment and restatement of the Senior Credit Facility (the “Amended and Restated Senior Credit Facility”) to provide for an additional approximately $23,500,000 in incremental term loans, the proceeds of which were used to fund the Company’s obligations in connection with the transactions contemplated by the Assignment and Assumption Agreement, as defined and further discussed below.

On February 28, 2020, the Company entered into Amendment No. 1 to the Amended and Restated Senior Credit Facility, in order to, among other things, increase the maximum principal amount of Indebtedness, as defined in the Amended and Restated Senior Credit Facility, up to an aggregate principal amount of $10,250,000. On March 27, 2020, the Company entered into Amendment No. 2 (“Amendment No. 2”) to the Amended and Restated Senior Credit Facility, in order to, among other things, (i) reduce the required Consolidated Fixed Charge Coverage Ratio (as defined in Amendment No. 2) to 1.00x through December 31, 2020, (ii) lower the minimum Liquidity (as defined in the Amended and Restated Senior Credit Facility) to $1.0 million through September 30, 2020, (iii) permit equity contributions and loans under the Second Amended and Restated SG Broadcasting Promissory Note (as defined below) during 2020 to count toward Consolidated EBITDA (as defined in the Amended and Restated Senior Credit Facility) for purposes of the Consolidated Fixed Charge Coverage Ratio, and (iv) increase the maximum principal amount of the SG Broadcasting Subordinated Note (as defined in Amendment No. 2) up to an aggregate principal amount of $20.0 million.  On August 28, 2020, the Company entered into Amendment No. 3 to the Amended and Restated Senior Credit Facility, in order to, among other things, (i) modify certain provisions relating to the repayment of the Term Loan (as defined in the Amended and Restated Senior Credit Facility) such that no quarterly payments shall be required beginning with the fiscal quarter ending September 30, 2020 through and including the fiscal quarter ending June 30, 2021 and (ii) to suspend the testing of the Consolidated Fixed Charge Coverage Ratio from July 1, 2020 through and including June 30, 2021.

The Amended and Restated Senior Credit Facility, as amended, bears interest at a rate equal to the London Interbank Offered Rate, plus 7.5%. The Amended and Restated Senior Credit Facility, as amended, requires interest payments on the first business day of each calendar month, beginning December 2019, and quarterly payments on the principal in an amount equal to one and one quarter percent (1.25%) of the initial aggregate principal amount will be due on the last day of each fiscal quarter beginning with the fiscal quarter ending September 30, 2021. The Senior Credit Facility includes covenants pertaining to, among other things, the ability to incur indebtedness, restrictions on the payment of dividends, minimum Liquidity (as defined in the Senior Credit Facility), collateral maintenance, minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Credit Facility) and other customary restrictions.

Indemnification.  The Transaction Agreement provides for releases with respect to pre‑closing claims arising from the Transactions, and with respect to post‑Distribution claims, except as otherwise provided in the Transaction Agreement, indemnifications principally designed to place financial responsibility for obligations and liabilities allocated to MediaCo under the Transaction Agreement with MediaCo and financial responsibility for obligations and liabilities allocated to Emmis under the Transaction Agreement with Emmis. Other than in limited circumstances, Emmis shall only be responsible for certain breaches of representations and warranties if losses exceed one percent (1%) and the maximum recovery is limited to ten percent (10%) of the Purchase Price.

Other Matters Governed by the Contribution and Distribution Agreement.  Other matters governed by the Transaction Agreement include, without limitation, access to financial and other information, insurance, confidentiality and access to and provision of records.

Emmis Promissory Note

The Emmis Promissory Note carries interest at a base rate equal to the interest on any senior credit facility of MediaCo, or if no senior credit facility is outstanding, of 6.00%, and an additional increase of 1.00% following the second anniversary of the date of issuance and additional increases of 1.00% following each successive anniversary thereafter. The Emmis Promissory Note has a maturity date of the fifth (5th) anniversary of its execution. Additionally, the Emmis Promissory Note will be payable in interest in kind through maturity, and will be convertible into Class A Shares at the option of Emmis beginning six (6) months after issuance and at a strike price equal to the thirty (30) day volume weighted average price of the Class A Shares on the date of conversion.

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Employee Leasing Agreement

At closing of the Transactions, MediaCo entered into an Employee Leasing Agreement with EOC. Pursuant to the Employee Leasing Agreement, the Company leases from EOC personnel at the NY Radio Stations who are existing employees of EOC to perform services for MediaCo consistent with each leased employees’ past practices at the NY Radio Stations. The initial term of the Employee Leasing Agreement is to last through December 31, 2020, and will automatically renew for successive six‑month periods, unless otherwise terminated upon the occurrence of certain events. MediaCo is to reimburse EOC for all costs and expenses directly attributable to the leased employees for their services to MediaCo, including salaries, benefits, and out‑of‑pocket expenses incurred in connection with the administration of benefits.  By mutual agreement, the Employee Leasing Agreement was terminated effective January 1, 2021.

Management Agreement

At closing of the Transactions, we entered into a Management Agreement with EOC for an initial term of two years. Under the Management Agreement, EOC is to provide to us direct management of NY Radio Stations and related assets, management of the Company’s financial reporting, SEC compliance and other similar obligations arising as a public company. The Company is to pay EOC an annual management fee equal to $1,250,000 in equal monthly installments, plus reimburse certain expenses directly related to the operation of MediaCo’s business. EOC is also prohibited from directly or indirectly investing in any business that competes with the Company and from soliciting or attempting to hire any of the Company’s employees during the term and through the fifth anniversary of the termination of the Employee Leasing Agreement.

Shared Services Agreements

At closing of the Transactions, we entered into two Shared Services Agreements with Emmis. Historically, Emmis has operated radio stations WLIB‑AM and WEPN‑FM (which were retained by Emmis) from many of the same facilities and using many of the same personnel as used in the operation of NY Radio Stations. The Shared Services Agreements became operative as of the completion of the Separation, and is to allow Emmis to continue to use MediaCo’s facilities, equipment and personal consistent with past practices. Emmis is to reimburse MediaCo for all incremental out of pocket costs and expenses incurred by MediaCo in connection with this arrangement.

Local Programming and Marketing Agreement

At closing of the Transactions, we entered into a Local Programming and Marketing Agreement (the “LMA”) with Emmis. Pursuant to the terms and provisions of the LMA, except for the hours of 6:00 a.m. to 8:00 a.m. each Sunday, MediaCo is to make available to Emmis the HD‑2 channel of MediaCo’s radio station WQHT‑FM for purposes of rebroadcasting the programs of Emmis’ radio station WLIB‑AM. The term of the LMA is intended to continue through December 31, 2022, but may otherwise terminate upon the occurrence of certain other events. Emmis is to be responsible for the salaries of WQHT‑FM employees and related costs for all personnel used in broadcasting WLIB‑AM programing, all other costs associated with the production of WLIB‑AM programming, and the costs of delivering WLIB‑AM programing to WQHT‑FM.  By mutual agreement, this LMA was terminated December 16, 2020.

Antenna Site Agreement

At closing of the Transactions, we entered into an Antenna Site Agreement with WLIB. Historically, WBLS‑FM has used the antenna site owned by WLIB in Lyndhurst, New Jersey as an emergency backup site from which to broadcast WBLS‑FM’s programs in the event its other broadcast antennas are unavailable. The Antenna Site Agreement allows WBLS‑FM antenna space on the WLIB tower, as well as ground space for WBLS‑FM transmission equipment. The Antenna Site Agreement is to last for an initial term of 20 years, with two automatic renewal periods of 10 years each, unless MediaCo provides notice to WLIB of its intention to not renew the lease for an additional term. MediaCo is to pay to WLIB an annual license fee of ten dollars ($10).

Relationship and Agreements with SG Broadcasting

At the closing of the Transactions and pursuant to the terms of the Transaction Agreement, SG Broadcasting made the Initial SG Broadcasting Investment.  As consideration for the Initial SG Broadcasting Investment, MediaCo issued to SG Broadcasting the Original SG Broadcasting Promissory Note and 5,359,753 Class B Shares, which constituted all of the issued and outstanding Class B Shares, representing in the aggregate an approximately 76.28% equity ownership interest and 96.98% of the outstanding voting interests of MediaCo immediately following the Transactions.  Following closing of the Transactions, SG Broadcasting owns all of the issued and outstanding Class B Shares, representing an approximately 76.28% equity ownership interest and a 96.98% voting interest in MediaCo. On February 28, 2020, MediaCo amended and restated the Original SG Promissory Note to allow SG Broadcasting to fund up to an additional $4 million (the “Amended and Restated SG Promissory Note”), and on March 27, 2020, further amended and restated the Amended and Restated SG Promissory Note to allow SG Broadcasting to fund up to an additional $9.75 million (the “Second Amended and Restated SG Promissory Note”).  On September 30, 2020, SG Broadcasting loaned an additional $0.3 million to the Company pursuant to an additional SG Broadcasting Promissory Note (the “Second SG Promissory Note, and together with the Amended and Restated SG Promissory Note, the “SG Broadcasting Notes”). The SG Broadcasting Notes carry interest at a base rate equal to the interest on any senior credit facility, or if no senior credit facility is outstanding, of 6.00%, and an additional increase of 1.00% following the second anniversary of the date of issuance and additional increases of 1.00% following each successive anniversary

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thereafter. The SG Broadcasting Notes will have a maturity date of six (6) months after the fifth (5th) anniversary of execution of the Original SG Promissory Note. Additionally, the SG Broadcasting Notes will be payable in interest in kind through maturity. Subject to the Share Cap (as defined in Proposal 3), the SG Broadcasting Notes are convertible into Class A Shares at the option of SG Broadcasting at a strike price equal to the thirty (30) day volume weighted average price of the Class A Shares on the date of conversion.  

On December 13, 2019, MediaCo entered into an Assignment and Assumption of Purchase Agreement (the “Assignment and Assumption Agreement”) by and between Billboards LLC, a Delaware limited liability company (“Billboards LLC”) and the Company, regarding that certain Equity Purchase Agreement, dated as of October 16, 2019 (the “Purchase Agreement”), by and among Billboards LLC, FMG Kentucky, LLC, a Delaware limited liability company (“FMG Kentucky), FMG Valdosta, LLC, a Delaware limited liability company (together with FMG Kentucky, the “Acquired Companies”), and Fairway Outdoor Advertising Group, LLC, a Delaware limited liability company (“Fairway”). Billboards LLC is a wholly-owned subsidiary of Standard General L.P., a New York-based investment firm (“Standard General”). Standard General is an affiliate of the controlling shareholder of the Company, SG Broadcasting. The transactions contemplated by the Purchase Agreement closed concurrently with the Company’s entry into the Assignment and Assumption Agreement.  At the same time, MediaCo issued to SG Broadcasting 220,000 MediaCo Series A Preferred Shares in exchange for a cash contribution of $22,000,000.

On August 11, 2020, the board of directors of the Company unanimously authorized the entry into a certain Management Agreement (the “Billboard Agreement”) between Fairway Outdoor LLC (a subsidiary of the Company, “Fairway”) and Billboards LLC (an affiliate of Standard General, “Billboards”). Under the Billboard Agreement, Fairway will manage the billboard business of Billboards in exchange for payments of $25,000 per quarter and reimbursement of all out-of-pocket expenses incurred by Fairway in the performance of its duties under the Billboard Agreement. The Billboard Agreement has an effective date of August 1, 2020, has a term of three years, and has customary provisions on limitation of liability and indemnification.

REPORT OF THE AUDIT COMMITTEE

The following Report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any of our filings under the Securities Act or the Exchange Act except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Acts.

The Audit Committee is a separately-designated, standing committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. It is composed of three directors the board of directors has determined are “independent directors” as defined by Nasdaq listing standards. The Audit Committee’s responsibilities are set forth in its written charter approved by the board of directors. The charter is reviewed annually by the Audit Committee. A copy of the Audit Committee charter may be found in the Corporate Governance section of our website (www.MediaCoHolding.com) located under the Investors heading. As required by Nasdaq listing standards, the Audit Committee has determined that its charter is adequate. The Audit Committee has also determined that its members meet the financial literacy requirements of Nasdaq listing standards.

Management is responsible for the company’s internal controls and the financial reporting process. The independent registered public accountants are responsible for performing an independent audit of the company’s consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and for issuing a report on the financial statements. The Audit Committee is responsible for the appointment, compensation, and oversight of the independent auditor. For the fiscal year ended December 31, 2020, the Audit Committee engaged Ernst & Young LLP to serve as the company’s independent auditor.

The Audit Committee has met and held discussions with management and Ernst & Young LLP. As part of these meetings and discussions, the Audit Committee (i) discussed with the company’s internal auditor and Ernst & Young, LLP the overall scope and plans for their respective audits, (ii) met with the company’s internal auditor and Ernst & Young, LLP, with and without management present, to discuss the results of their procedures and evaluations, and (iii) discussed with management the company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the company’s risk assessment and risk management processes. Management represented to the Audit Committee that the company’s consolidated financial statements as of and for the fiscal year ended December 31, 2020, were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee has reviewed and discussed these consolidated financial statements with management. The Audit Committee also discussed with Ernst & Young LLP matters required to be discussed by their professional standards, including, among other things, matters related to the conduct of the audit of the company's consolidated financial statements and the matters required to be discussed by the applicable requirements of the Public Company Accounting and Oversight Board (“PCAOB”) and the Securities and Exchange Commission.

The board of directors, upon the recommendation of the Audit Committee, has adopted an Auditor Independence Policy that, among other things, prohibits the company’s independent auditor from performing certain non-audit services for the company, requires prior approval of the Audit Committee for any services provided by the company’s independent auditor, limits the hiring by the company of

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former employees of the company’s independent auditor who have worked on the MediaCo account and requires enhanced disclosure both to the Audit Committee and to shareholders of matters related to auditor independence.

The Audit Committee has received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding Ernst & Young’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the independent registered public accountants that firm’s independence. In addition, the Audit Committee (or the chairman of the Audit Committee with respect to engagements of less than $100,000) approves in advance all engagements of the company’s independent auditor. The Audit Committee determined that Ernst & Young’s provision of non-audit services to the company as described in “Matters Relating to Independent Registered Public Accountants” is compatible with maintaining that firm’s independence.

Based on these discussions and reviews, the Audit Committee determined that the audited financial statements for the company’s last fiscal year should be included in our company’s annual report on Form 10-K, and made a formal recommendation to the board of directors to that effect.

Andrew P. Glaze, Chair

Laura A. Lee

Mary Beth McAdaragh

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EXECUTIVE COMPENSATION

We are largely managed by EOC, which provides us with executive officers, and we currently have only one officer independent of EOC. As employees of EOC, all but one of our executive officers devote a portion of their time to our affairs as is required pursuant to the Management Agreement. We currently do not pay our executive officers who are EOC employees any cash or other compensation, and we have no compensation agreements with our executive officers who are EOC employees and are indirectly compensated for their services to MediaCo through the fees paid to EOC under the Management Agreement. As a result, we do not determine their compensation amounts. Instead, we pay EOC a management fee and EOC pays and has discretion to determine the form and level of compensation paid to and earned by our executive officers.  For further discussion of the Management Agreement and the fees we pay to EOC, refer to “Transactions with Related Persons - Relationship and Agreements with Emmis - Management Agreement.”

The following table sets forth the compensation awarded to, earned by, or paid to the one executive officer who was not employed by EOC during the last year.  Mr. Tobin was appointed our Chief Operating Officer on August 11, 2020.  He is not currently employed pursuant to a written employment agreement.

2020 SUMMARY COMPENSATION TABLE

OUTSTANDING EQUITY AWARDS AT YEAR -END FOR 2020

Retirement Plan

The Company sponsors a Section 401(k) retirement savings plan that is available to substantially all employees age 18 years and older who have at least 30 days of service. Employees may make pretax contributions to the plan of up to the annual limit prescribed by the Internal Revenue Service (“IRS”). The Company may make discretionary matching contributions to the plans in the form of cash. Employee contributions are matched at 100% up to a maximum of 2% of eligible compensation.

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PROPOSAL 2:  APPROVAL OF THE 2021 EQUITY COMPENSATION PLAN

Our board of directors has adopted the MediaCo Holding Inc. 2021 Equity Compensation Plan (the “2021 Plan”) to increase employee, officer, director and independent contractor stock ownership opportunities, and to improve the company’s ability to attract and retain a team of outstanding employees, officers, directors and independent contractors. As of the December 31, 2020, there were approximately 193 employees, officers, directors and independent contractors who would have been eligible for participation in the 2021 Plan. The following summary of the principal provisions of the 2020 Plan is qualified by reference to the full text of the 2021 Plan which is attached to this proxy statement as ExhibitA.

The 2021 Plan permits the delivery of a maximum of two million (2,000,000) Class A Shares. The board of directors increased this number of shares under the 2021 Plan principally based on the need to offset certain officer and employee wage reductions due to the COVID-19 pandemic with grants of equity.  The board’s expectation that these shares would service MediaCo’s equity compensation needs for at least three years.  As of March 9, 2021, the shares subject to the 2021 Plan had an aggregate market value of $6,220,000 based on a closing price of $3.11 per share. If all or part of any award under the 2021 Plan expires or terminates without being exercised in full, is forfeited or is withheld for taxes, the Class A Shares subject to the award generally become available for new awards. Options and stock appreciation rights expire no more than 10 years from date of grant.

Options.Optionsgrantedunderthe2021 PlanallowparticipantstopurchaseClass A Sharesatan exercisepricedeterminedbytheCompensationCommitteewhichcannotbelessthanthefairmarketvalueofourClass A Sharesonthedateofthegrant.OptionsmaybegrantedasincentivestockoptionssubjecttothelimitationsofSection422ofthe Code.

Restricted Stock.Class A Sharesmaybegrantedunderthe2021 Plansubjecttosuchrestrictions,if any,asmaybedeterminedbytheCompensationCommittee(“restrictedstock”).Sharesofrestrictedstockmaybesubjectto forfeitureifconditionsestablishedbytheCompensationCommitteearenotsatisfiedandaregenerallynontransferableuntil theybecomenonforfeitable.Beforethegrant,theCompensationCommitteedeterminesthepurchaseprice,ifany,ofsuch sharesofrestrictedstockandtherestrictions,ifany,applicabletosuchshares.Ifagrantee’ssharesofrestrictedstockare forfeited,thegranteeisrequiredtosellsuchsharestousatthelesserofthepurchaseprice,ifany,paidbythegranteeorthefair marketvalueofthesharesonthedateofsuchforfeiture.TheCompensationCommitteemayacceleratethetimeatwhichthe restrictionslapseormayremoveor,withtheconsentofthegrantee,modifytherestrictions.

Stock Appreciation Rights.Eachstockappreciationrightthatmaybegrantedunderthe2021 Planprovidesthe grantee,uponexercise,abenefitequaltothedifferencebetweenthefairmarketvalueofoneClass A Shareonthe dateoftheexerciseand(1)inthecaseofastockappreciationrightidentifiedwithaClass A Sharesubjecttoan option,theoptionexercisepriceofsuchoptionorsuchhigherpricespecifiedinthegrantor(2)inthecaseofanyotherstock appreciationright,thefairmarketvalueofaClass A Shareonthegrantdateorsuchhigherpricespecifiedinthe grant.Stockappreciationrightsmaybegrantedalone,oridentifiedwithClass A Sharessubjecttooptions, performanceunitsorsharesofrestrictedstock.TheCompensationCommitteemayacceleratetheexercisabilityofanystock appreciationright.BenefitsupontheexerciseofstockappreciationrightsarepayableincashunlesstheCompensation CommitteedeterminesthatthebenefitswillbepaidwhollyorpartlyinClass A Shares.

Other Information.Paymentoftheoptionexercisepriceorthepurchasepriceofrestrictedstockmaybemadein cashorthroughtheexchangeofClass A Sharesownedbythegranteeorbyvariousotherpaymentmethods.When permittedbytheCompensationCommittee,agranteemayelecttohavewithheldClass A Sharestosatisfy withholdingtaxliabilitywithrespecttotheexerciseofoptions and stock appreciation rights, orsharesofrestrictedstockbecomingnonforfeitable.Intheeventofachangeincontrol,options and stock appreciation rights becomeexercisable,andallsharesofrestrictedstockgenerallybecomenonforfeitableuponadetermination bytheCompensationCommitteethatachangeincontrolhasoccurred.TheaggregatenumberofClass A Shares,restrictedstock,options and stock appreciation rights availablepursuanttothe2021 Plan,thenumberofsharescoveredbyanaward,theexercisepriceof options, the fair market value used to determine stock appreciation right benefits andothermatters relatedtothe2021 Planandawards,willbeadjustedbytheCompensationCommitteetoreflectanystockdividend,stocksplit, reversestocksplit,sharecombination,merger,consolidation,assetspin-off,reorganization,orsimilarevent.

Options and stock appreciation rights may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution or as permitted by the Compensation Committee, except that the grantee may transfer an award (other than an incentive stock option) by gift or pursuant to a domestic relations order to:

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Awards so transferred may be exercised only upon the same terms and conditions applicable to the original grantee, and the original grantee or the grantee’s estate will remain liable for any federal, state, city or local taxes applicable upon the exercise of an award by a permitted transferee. Such a transferee cannot transfer the award, except by will or by the laws of descent and distribution upon the death of the transferee.

Plan Administration.The2021 PlanisadministeredbytheCompensationCommitteeunlesstheboardofdirectors ortheCompensationCommitteedesignatesanothercommitteeorsubcommitteetoadministerthe2021 Plan.Subjecttothe 2021 Plan’sprovisions,theCompensationCommitteehasbroadauthorityto,amongotherthings,determinewhengrantsmay bemade(andtheamountsthereof);tointerpret,andtoadoptrulesrelatingto,the2021 Plan;todeterminethetermsofthe agreementsrelatingtograntsandtomodifyanysuchagreementwiththeconsentofthegrantee,whenrequired;andtocancel existingawardsandtosubstitutenewones.BecauseoftheCompensationCommittee’sbroadauthority,thetypeandamountof awardstobereceivedbyanyspecificindividual,orgroupofindividuals,isgenerallyindeterminable.

Amendment and Termination. Subjecttoanyshareholderapprovalrequirementofapplicablelawortherulesofany nationalsecuritiesexchange,stockmarketorautomatedquotationserviceonwhichourClass A Shares arelistedorquoted,the boardofdirectorsmayfromtimetotimeinitsdiscretionamendormodifythe2021 Planwithouttheapprovalofthe shareholders.The2021 PlanwillterminateonMarch 23,2031,orsuchearlierdateastheboardofdirectorsmaydetermine.No terminationofthe2021 Planwillaffectoutstandingawards.

Federal Income Tax Consequences. Uponthegrantofanaward(otherthananawardofrestrictedstockthat containsnorestrictions)underthe2021 Plan,thegranteedoesnotrealizeanytaxableincomeandnodeductionisavailablefor us.Anycashreceivedbyagranteeinconnectionwiththeexerciseofastockappreciationrightorperformanceunit,aswellas thefairmarketvalueofanysharesreceivedinconnectionwiththeexerciseofastockappreciationrightoraperformanceunit, istaxableasordinaryincometothegrantee.Generally,uponexerciseofanoption(otherthananincentivestockoption),the granteewillrecognizetaxableincomeandweareentitledtoadeductionatthetimethegranteeistaxedintheamountofthe grantee’staxableincome.Inthecaseofanincentivestockoption,thegranteeincursnoincometaxliabilityuponexercise (otherthanpossiblealternativeminimumtaxliability),butwearegenerallynotentitledtoataxdeduction.Thefairmarket valueofrestrictedstockinexcessofthepurchaseprice,ifany,istaxabletothegranteewhentherestrictionslapse.However,if thegranteeisnotprohibitedbytheCompensationCommitteefromelectingtobetaxedonsuchvalueonthedateofgrantand thegranteeelectssuchtaxtreatment,thegranteeistaxedonsuchamountonthedateofgrant.Wearegenerallyentitledtoa deductionatthetimethegranteeistaxedintheamountofthegrantee’staxableincome.The2021 Plancontainsprovisions preventinganyawardfromconstitutingdeferredcompensationwithinthemeaningofSection409AoftheCode.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR

APPROVAL OF THE 2021 EQUITY COMPENSATION PLAN.

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PROPOSAL 3: POTENTIAL ISSUANCE OF ADDITIONAL CLASS A SHARES

The Company is seeking shareholder approval of the potential issuance of Class A Shares in excess of 19.9% of the number of outstanding shares of common stock of the Company, as such outstanding shares are calculated as of September 29, 2020, without taking into consideration the number of Class A Shares issuable upon conversion of the Second SG Promissory Note. As reported in Part II, Item 4 of the Quarterly Report for the quarterly period ended September 30, 2020, filed by the Company with the SEC on November 13, 2020, the Company entered into the Second SG Promissory Note on September 30, 2020.   The Second SG Promissory Note is in the original principal amount of $250,000.  It carries interest on outstanding principal as of a particular date at a base rate equal to the interest on any senior credit facility, or if no senior credit facility is outstanding, of 6.00%, and an additional increase of 1.00% following the second anniversary of the date of issuance of the Original SG Broadcasting Promissory Note and additional increases of 1.00% following each successive anniversary thereafter. The Second SG Promissory Note will have a maturity date of six (6) months after the fifth (5th) anniversary of the execution of the Original SG Broadcasting Promissory Note. Additionally, the Second SG Promissory Note will be payable in interest in kind through maturity, and is be convertible, subject to the Share Cap, into Class A Shares at the option of SG Broadcasting at a strike price equal to the thirty (30) day volume-weighted average price of the Class A Shares on the date of conversion.

In addition, the Second SG Broadcasting Promissory Note contains a limitation on conversion of the outstanding principal and any accrued but unpaid interest thereunder into Class A Shares, such that the maximum number of Class A Shares to be issued in connection with the conversion of the Second SG Promissory Note shall not, without the prior approval of the shareholders of the Company, (i) exceed a number of shares equal to 19.9% of the outstanding shares of common stock of the Company immediately prior to September 30, 2020,without taking into consideration the number of Class A Shares issuable upon conversion of the Second SG Promissory Note, (ii) exceed a number of shares that would evidence voting power greater than 19.9% of the combined voting power of the outstanding voting securities of the Company immediately prior to September 30, 2020,without taking into consideration the number of Class A Shares issuable upon conversion of the Second SG Broadcasting Promissory Note, or (iii) otherwise exceed such number of shares of capital stock of the Company that would violate applicable listing rules of Nasdaq, in each of subsections (i) through (iii), only to the extent required by applicable Nasdaq rules and guidance (the “Share Cap”). In the event the number of Class A Shares to be issued upon conversion of the Second SG Promissory Note exceeds the Share Cap, then the portions of the Second SG Promissory Note that would result in the issuance of any excess shares shall cease being convertible, and the Company shall instead either (x) repay such portions of the Second SG Promissory Note in cash or (y) obtain shareholder approval of the issuance of Class A Shares in excess of the Share Cap prior to the issuance thereof.

Why We Are Seeking Your Approval

Nasdaq Listing Rule 5635(d) requires shareholder approval prior to the issuance of securities in connection with a transaction (or a series of related transactions) other than a public offering involving the sale, issuance or potential issuance of common stock (or securities convertible into or exercisable for common stock) at a price less than the greater of book or market value which equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance.

We are seeking your approval of the issuance of Class A Shares in excess of the Share Cap in order to enable us to conserve cash and direct our resources towards growth and improve our ability to meet our debt obligations and pay our liabilities in a manner that may be less dilutive than raising capital on the open market and to ensure our compliance with Nasdaq’s Listing Rules. The issuance of Class A Shares in excess of the Share Cap would likely result in a dilutive effect on the holders of Class A Shares at the time of the issuance. Until we obtain shareholder approval of the issuance of Class A Shares in excess of the Share Cap, however, we will not be able to issue Class A Shares in excess of the Share Cap to SG Broadcasting upon their election to convert into Class A Shares amounts outstanding under the Second SG Promissory Note. And, in such an event, we may be required to seek additional capital to repay in cash the portions of the Second SG Promissory Note in excess of the Share Cap, which may include equity issuances, assets sales, alternative debt for equity conversions or other restructuring transactions, which may not be on commercially reasonable terms and may negatively impact shareholders at that time. If the Company elects to seek additional capital with the issuance of new shares, it is also likely that the Company may again need to seek shareholder approval at a future special or annual meeting of shareholders for the issuance of those shares, may need to seek alternative means to finance the payment, or may take such other actions as the board of directors deems advisable and in the best interests of the Company and its shareholders at that time. Furthermore, if any of these should be occur or be required, we may be unable to meet our debt obligations and pay our liabilities, and which may have a material adverse effect on our financial condition and results of operations.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR

APPROVAL OF THE POTENTIAL ISSUANCE OF ADDITIONAL CLASS A SHARES

PROPOSAL 4: RATIFICATION OF SELECTION OF REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee, a committee of the board of directors, has appointed Ernst & Young LLP to serve as our independent registered public accountants for the year ending December 31, 2021, subject to ratification by the holders of our Common Shares. Our

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financial statements for the year ended December 31, 2020, were certified by Ernst & Young LLP. Representatives of Ernst & Young LLP are expected to attend the annual meeting with the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

Although our by-laws do not require that we seek shareholder ratification of the appointment of Ernst & Young LLP as our independent auditors, we are doing so as a matter of good corporate governance. If shareholders do not ratify the selection of Ernst & Young LLP as our independent registered public accountants, or if prior to our annual meeting of shareholders Ernst & Young LLP ceases to act as our independent registered public accountants, then the Audit Committee will reconsider the selection of independent registered public accountants.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.

MATTERS RELATING TO INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Fees Paid to Independent Registered Public Accountants

The following table sets forth the fees (including cost reimbursements) paid to Ernst & Young LLP for the year ended, for various categories of professional services they performed as our independent registered public accountants.

_________________

Engagement of the Independent Registered Public Accountants and Approval of Services

During the year ended December 31, 2020, prior to engaging the independent registered public accountants to render the above services and pursuant to its charter, the Audit Committee approved the engagement for each of the services and determined that the provision of such services by the independent registered public accountants was compatible with the maintenance of Ernst & Young’s independence in the conduct of its auditing services. Under its current charter, it is the policy of the Audit Committee (or in certain instances, the chairman of the Audit Committee) to pre-approve the retention of the independent registered public accountants for any audit services and for any non-audit services, including tax services. No services were performed during the fiscal year ended December 31, 2020, under the de minimis exception in Rule 2-01(c) (7)(i)(C)  of Regulation S-X.

SHAREHOLDER PROPOSALS