Urban One (UONE) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on June 18, 2025, with voting available online, by phone, or by mail prior to the meeting.

• Stockholders will vote on director elections, a reverse stock split, auditor ratification, and other business.

• The Board unanimously recommends voting in favor of all proposals.

• Forward-looking statements are included, subject to risks and uncertainties.

Voting matters and shareholder proposals

• Proposals include election of two Class A directors, four other directors, approval of a reverse stock split (1-for-2 to 1-for-30), and ratification of PricewaterhouseCoopers LLP as auditor.

• Only Class A and Class B stockholders as of April 21, 2025, are eligible to vote.

• Each Class A share has one vote; each Class B share has ten votes.

• The Board and management, controlling 83.24% of votes, intend to vote in favor of all proposals.

• Stockholder proposals for the 2026 meeting must be submitted by December 31, 2025.

Board of directors and corporate governance

• The Board consists of six members, with four independent directors.

• The company qualifies as a "controlled company" under NASDAQ rules, exempting it from certain independence requirements.

• Board leadership is separated between Chairperson and CEO roles.

• Standing committees include audit, compensation, and nominating committees.

• The nominating committee emphasizes diversity and evaluates candidates on integrity, experience, and perspective.