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Item 5.07.Submission of Matters to a Vote of Security Holders
The following proposals were submitted to the stockholders at the Urban One, Inc. (the “Company”) 2023 Annual Meeting of Stockholders held on September 14, 2023 (“Annual Stockholders Meeting”):
The election of Terry L. Jones and Brian W. McNeill as Class A directors to serve until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified.
The election of Catherine L. Hughes, Alfred C. Liggins, III, B. Doyle Mitchell and D. Geoffrey Armstrong as Class B directors to serve until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified.
The ratification of Ernst and Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.
For more information about the foregoing proposals, see our proxy statement dated August 4, 2023, the relevant portions of which are incorporated herein by reference. To be elected, each Class A director nominee must receive the affirmative vote of a plurality of the votes cast by the holders of the Class A common stock. Each Class B director nominees are elected by the holders of Class A common stock and Class B common stock voting together as a single class but each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Members of our board of directors are elected by a plurality of votes cast. This means that the nominees that received the most votes cast were elected to the board, even if they did not receive a majority of votes cast. At the close of business on July 24, 2023, there were 9,853,682 shares outstanding shares of our Class A common stock and 2,861,843 outstanding shares of our Class B common stock. Accordingly, a total of 38,472,112 votes could be cast at the meeting. Class C and Class D common stock were not entitled to vote on any proposal presented at the meeting.
The number of votes cast for and against and the number of abstentions and non-votes with respect to each matter voted upon are set forth below:
Board of Director Election Results
Class A Director Nominee
Terry L. Jones
Brian W. McNeill
Class B Director Nominee
Catherine L. Hughes
Alfred C. Liggins, III
B. Doyle Mitchell, Jr.
D. Geoffrey Armstrong
The six nominees were elected to the Board of Directors and will serve as directors until our next annual meeting or until their respective successors are elected and qualified.
Ratification of Ernst and Young, LLP as Urban One's independent registered public accounting firm
The results of the voting included 34,670,366 votes for, 29,781 votes against and 214,237 votes abstained. The appointment was ratified.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
URBAN ONE, INC.
September 20, 2023
/s/ Peter D. Thompson
Peter D. Thompson
Chief Financial Officer and Principal Accounting Officer