Townsquare Media (TSQ) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 1, 2025, to be held virtually, with voting on director elections and auditor ratification.

• The Board consists of seven directors, with two Class II directors up for election to serve until 2028.

• The Board recommends voting for both director nominees and the ratification of BDO USA, P.C. as the independent auditor for 2025.

Voting matters and shareholder proposals

• Proposal One: Election of Gary Ginsberg and Steven Price as Class II directors for three-year terms.

• Proposal Two: Ratification of BDO USA, P.C. as the independent registered public accounting firm for fiscal year 2025.

• No other shareholder proposals or business are anticipated at the meeting.

Board of directors and corporate governance

• The Board is divided into three classes with staggered three-year terms; five of seven directors are independent.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent.

• Regular executive sessions are held with independent directors; Mr. Ginsberg presides.

• Board diversity includes one African American/Black director and one military veteran.

• Directors are expected to attend all meetings; six of seven attended the 2024 annual meeting.