form8-kjune152017.htm

The following proposals were submitted to the stockholders at the 2017 Annual Meeting of Stockholders held on June 13, 2017 (“Annual Stockholders Meeting”):

• The election of Terry L. Jones and Brian W. McNeill as Class A directors to serve until the 2018 annual meeting of stockholders or until their successors are duly elected and qualified.

• The election of Catherine L. Hughes, Alfred C. Liggins, III, D. Geoffrey Armstrong, and Ronald E. Blaylock as directors to serve until the 2018 annual meeting of stockholders or until their successors are duly elected and qualified.

• The ratification of BDO USA LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.

For more information about the foregoing proposals, see our proxy statement dated April 28, 2017, 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 April 17, 2017, there were 1,663,632 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 30,282,062 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	Votes For		Votes Withheld		Non-Votes
Terry L. Jones		157,338		8,959		1,235,855
Brian W. McNeill		157,338		8,959		1,235,855
Class B Director Nominee
Catherine L. Hughes		28,675,248		109,479		1,235,855
Alfred C. Liggins, III		28,674,412		110,315		1,235,855
D. Geoffrey Armstrong		28,775,768		8,959		1,235,855
Ronald E. Blaylock		28,775,768		8,959		1,235,855

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 BDO USA LLP as Urban One’s independent registered public accounting firm

The results of the voting included 29,968,857 votes for, 20,581 votes against, and 31,144 votes abstained. The appointment was ratified.

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


			RADIO ONE, INC.
			/s/ Peter D. Thompson
	June 16, 2017		Peter D. Thompson
			Chief Financial Officer and Principal Accounting Officer


Delaware (State or other jurisdiction of incorporation or organization)		52-1166660 (I.R.S. Employer Identification No.)