UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant | ☒ | Filed by a Party other than the Registrant | ☐ |
|
Check the appropriate box:
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Under § 240.14a-12 |
MEDIACO HOLDING INC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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☒ | No fee required. |
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
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| (5) | Total fee paid: |
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☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Chief Executive Officer
NEW YORK, NEW YORK 10014
(1) | election of three directors to our board of directors for terms of three years; |
(2) | an advisory vote to approve the compensation of our named executive officers; |
(3) | an advisory vote to approve the frequency of future advisory votes to approve the compensation of our named executive officers; |
(4) | ratification of the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2022; and |
(5) | transaction of any other business that may properly come before the meeting and any adjournments or postponements. |
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 2, 2022. The proxy statement and annual report are available, free of charge, at www.proxyvote.com. Also available on the website are the MediaCo proxy card, as well as additional voting information. |
QUESTIONS AND ANSWERS ABOUT THIS ANNUAL MEETING | 3 |
FORWARD-LOOKING STATEMENTS | 7 |
PROPOSAL 1: ELECTION OF DIRECTORS | 8 |
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT | 11 |
DELINQUENT SECTION 16(A) REPORTS | 12 |
CORPORATE GOVERNANCE | 12 |
TRANSACTIONS WITH RELATED PERSONS | 15 |
REPORT OF THE AUDIT COMMITTEE | 18 |
EXECUTIVE COMPENSATION | 20 |
2021 SUMMARY COMPENSATION TABLE | 20 |
PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 24 |
PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF SOLICITATION OF SHAREHOLDER APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION | 24 |
PROPOSAL 4: RATIFICATION OF SELECTION OF REGISTERED PUBLIC ACCOUNTANTS | 24 |
MATTERS RELATING TO INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 24 |
SHAREHOLDER PROPOSALS | 24 |
ANNUAL REPORT | 25 |
OTHER MATTERS | 25 |
NON-INCORPORATION OF CERTAIN MATTERS | 25 |
EXPENSES OF SOLICITATION | 25 |
HOUSEHOLDING OF PROXY MATERIALS | 25 |
395 HUDSON STREET, FLOOR 7
NEW YORK, NEW YORK 10014
PROXY STATEMENT
• | election of three directors to our board of directors for terms of three years; |
• | an advisory vote to approve the compensation of our named executive officers; |
• | an advisory vote to approve the frequency of future advisory votes to approve the compensation of our named executive officers; and |
• | ratification of the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2022. |
• | Submitting a Proxy by Telephone: You can submit a proxy for your shares by telephone until 11:59 p.m. Eastern time on June 1, 2022, by calling the toll-free telephone number on the enclosed proxy card, (800) 690-6903. Telephone proxy submission is available 24 hours a day. Voice prompts allow you to submit a proxy for your shares and confirm that your instructions have been properly recorded. Our telephone proxy submission procedures are designed to authenticate shareholders by using individual control numbers. |
• | Submitting a Proxy via the Internet: You can submit a proxy via the Internet until 11:59 p.m. Eastern time on June 1, 2022, by accessing the website listed on your proxy card, www.proxyvote.com, and following the instructions you will find on the website. Internet proxy submission is available 24 hours a day. As with telephone proxy submission, you will be given the opportunity to confirm that your instructions have been properly recorded. |
• | Submitting a Proxy by Mail: If you choose to submit a proxy by mail, simply mark the appropriate proxy card, date and sign it, and return it in the postage paid envelope provided or to the address shown on the proxy card. Your proxy card must be received by the Secretary before the start of the meeting in order for your vote to be counted. |
• | Delivering to the Secretary a written notice of revocation, dated later than the proxy, before the vote is taken at the annual meeting; |
• | Delivering to the Secretary an executed proxy bearing a later date, before the vote is taken at the annual meeting; or |
• | Submitting a proxy on a later date by telephone or via the Internet (only your last telephone or Internet proxy will be counted), before 11:59 p.m. Eastern time on June 1, 2022. |
395 Hudson Street, Floor 7
Attention: Bradford A. Tobin, Secretary
Class A Shares | Class B Shares | ||||||||||||||||||||||||
Five Percent Shareholders, Directors, Nominees and Executive Officers | Amount and Nature of Beneficial Ownership Class A Shares (1) (2) | Percent of Class | Amount and Nature of Beneficial Ownership Class B Shares (1) | Percent of Class | Total Beneficial Ownership of Outstanding MediaCo Interests (2) | Percent of Total Voting Power of Outstanding MediaCo Interests | |||||||||||||||||||
Standard General, L.P. | 18,183,799 | (3) | 87.52 | % | 5,413,197 | 100.00 | % | 18,183,799 | 96.27 | % | |||||||||||||||
Ann C. Beemish | 93,106 | 2.94 | % | — | — | 93,106 | * | ||||||||||||||||||
J. Scott Enright | — | 0.00 | % | — | — | — | * | ||||||||||||||||||
Andrew P. Glaze | 60,167 | 1.90 | % | — | — | 60,167 | * | ||||||||||||||||||
Laura A. Lee | 74,265 | 2.35 | % | — | — | 74,265 | * | ||||||||||||||||||
Rahsan-Rahsan Lindsay | 185,028 | 5.85 | % | — | — | 185,028 | * | ||||||||||||||||||
Mary Beth McAdaragh | 3,685 | 0.13 | % | — | — | 3,685 | * | ||||||||||||||||||
Deborah A. McDermott | 7,370 | 0.25 | % | — | — | 7,370 | * | ||||||||||||||||||
Jeffrey H. Smulyan | 327 | 0.01 | % | — | — | 327 | * | ||||||||||||||||||
Bradford A. Tobin | 190,436 | 6.02 | % | — | — | 190,436 | * | ||||||||||||||||||
Patrick M. Walsh | — | 0.00 | % | — | — | — | * | ||||||||||||||||||
All Named Executive Officers and Directors as a Group (10 persons) | 639,255 | 20.23 | % | — | — | 639,555 | 1.12 | % | |||||||||||||||||
Other 5% Shareholders: | |||||||||||||||||||||||||
Emmis Communications Corporation | 1,381,981 | (4) | 30.42 | % | — | — | 1,381,981 | 2.36 | % | ||||||||||||||||
Catalysis Partners, LLC | 164,359 | (5) | 5.20 | % | — | — | 164,359 | 0.29 | % |
* Less than 1%.
(1) | Unless otherwise indicated, each of the shareholders has sole voting and investment power with respect to the securities shown to be owned by such shareholder. The inclusion herein of securities listed as beneficially owned does not constitute an admission of beneficial ownership. |
(2) | As Class B Shares are convertible into Class A Shares at the election of the holder, the beneficial ownership reported herein assumes that the beneficial owner (and no other shareholder) elected to convert all Class B Shares beneficially owned by such beneficial owner into Class A Shares. |
(3) | Includes 5,413,197 Class B Shares, as well as 5,986,910 Class A Shares that would have been issued had the Series A Preferred stock been converted into Common Shares on April 5, 2022, and 6,213,772 Class A Shares that would have been issued had the SG Broadcasting Notes been converted into Common Shares on April 5, 2022. All Common Shares beneficially owned by Standard General are held by SG Broadcasting and certain funds. Soohyung Kim is the managing member and Standard General serves as investment manager for SG Broadcasting and such funds. Mr. Kim is the managing partner and chief investment officer of Standard General and a director of the general partner of Standard General. By virtue of the foregoing, Standard General and Mr. Kim may be deemed to beneficially own these shares. Each of Mr. Kim and Standard General disclaims beneficial ownership of the shares reported except to the extent of its or his pecuniary interest in such shares. Each of SG Broadcasting, Standard General and Mr. Kim have an address of 767 Fifth Avenue, 12th Floor, New York, NY 10153. |
(4) | Includes 1,380,845 Class A Shares that would have been issued had the Emmis Promissory Note been converted into Common Shares on April 5, 2022. Emmis has an address of 40 Monument Circle, Suite 700, Indianapolis, IN 46204. |
(5) | Based upon information from Schedule 13G filed with respect to MediaCo on March 26, 2020,by Catalysis Partners, LLC, Francis Capital Management, LLC, and John Francis, all of whom have an address of 610 Main Street, Venice, CA 90291. |
Board Diversity Matrix (as of April 22, 2022) | ||
Female | Male | |
Total Number of Directors | 8 | |
Part I: Gender Identity | ||
Directors | 3 | 5 |
Part II: Demographic Background | ||
African American or Black | 0 | 2 |
Alaskan Native or Native American | 0 | 0 |
Asian | 1 | 0 |
Hispanic or Latinx | 0 | 0 |
Native Hawaiian or Pacific Islander | 0 | 0 |
White | 2 | 3 |
Two or More Races or Ethnicities | 0 | 0 |
LGBTQ+ | 0 | 0 |
Did Not Disclose Demographic Background | 0 | 0 |
Fees Earned or | Stock | Option | All Other | |||||||||||||||||
Name | Paid in Cash ($) | Awards ($) | Awards (1) ($) | Compensation ($) | Total ($) | |||||||||||||||
J. Scott Enright | — | — | — | — | — | |||||||||||||||
Andrew P. Glaze | 60,000 | 230,000 | — | — | 290,000 | |||||||||||||||
Laura A. Lee | 310,000 | 515,000 | — | — | 825,000 | |||||||||||||||
Mary Beth McAdaragh | 60,000 | 35,000 | — | — | 95,000 | |||||||||||||||
Deborah A. McDermott | 95,000 | 45,000 | — | — | 140,000 | |||||||||||||||
Jeffrey H. Smulyan | — | — | — | — | — | |||||||||||||||
Patrick M. Walsh | — | — | — | — | — |
Deborah McDermott
Mary Beth McAdaragh
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) – Assumes Vested | Option Awards ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
Rahsan-Rahsan Lindsay | 2021 | 268,874(1) | 54,000 | 232,040(4) | — | — | 554,914 | |||||||||||||||||||||
Chief Executive Officer | - | |||||||||||||||||||||||||||
Ann C. Beemish | 2021 | 224,390(2) | 40,000 | — | — | — | 264,390 | |||||||||||||||||||||
Chief Financial Officer | - | |||||||||||||||||||||||||||
Bradford A. Tobin | 2021 | 290,582(3) | 65,000 | 567,666(5) | — | — | 923,248 | |||||||||||||||||||||
President and Chief Operating | 2020 | 90,000 | 50,000 | — | — | — | 140,000 | |||||||||||||||||||||
Officer |
Name | Year | Perquisites and Other Personal Benefits (A) ($) | Tax Reimbursements ($) | Insurance Premiums (B) ($) | Company Contributions to Retirement and 401(k) Plans ($) | Other Payments (C) ($) | Total ($) | |||||||||||||||||||||
Rahsan-Rahsan Lindsay | 2021 | — | 133,807 | — | — | — | 133,807 | |||||||||||||||||||||
Ann C. Beemish | 2021 | — | — | — | — | — | — | |||||||||||||||||||||
Bradford A. Tobin | 2021 | — | 284,863 | — | — | — | 284,863 | |||||||||||||||||||||
2020 | — | — | — | 462 | — | 462 |
Option Awards | Stock Awards | |||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | ||||||||||||||||||
Exercisable | Unexercisable | |||||||||||||||||||||||
Rahsan-Rahsan Lindsay | — | — | — | — | 143,380 | 767,083 | ||||||||||||||||||
Ann C. Beemish | — | — | — | — | 124,875 | 668,081 | ||||||||||||||||||
Bradford A. Tobin | — | — | — | — | 56,464 | 302,082 |
(1) | These values were calculated using the $5.35 closing price of our Class A Shares on December 31, 2021. |
Year ended December 31, 2020 | Year ended December 31, 2021 | |||||||
Audit Fees | $ | 565,000 | $ | 470,000 | ||||
Other Audit Fees (1) | 45,000 | 125,000 | ||||||
Total Fees | $ | 610,000 | $ | 595,000 |
(1) | Fees in 2021 related to the provision of a comfort letter for the Company’s at-the-market offering, the amendment of the Company’s credit facility, and ERP and lease system conversions. Fees in 2020 related to purchase price allocation and asset fair value determination from the Fairway Outdoor business. |