Urban One (UONE) Proxy Filing summary

Executive summary

• The 2025 annual stockholders meeting will be held telephonically on June 18, 2025, with voting available online, by phone, or by proxy card prior to the meeting.

• Key proposals include director elections, a reverse stock split amendment, and ratification of a new independent auditor.

• 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: 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; Class B shares have 10 votes per share, Class A have one.

• 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.

• Separate roles for Chairperson (Catherine L. Hughes) and CEO (Alfred C. Liggins, III) support governance and strategic oversight.

• Standing committees: audit, compensation, and nominating; all have defined roles and charters (except nominating committee).

• The board values diversity, with a majority of directors and executives from minority backgrounds.