Urban One (UONE) Proxy Filing summary

Executive summary

• The 2024 annual meeting will be held virtually on October 1, 2024, with voting available by proxy, internet, or phone for Class A and Class B stockholders as of August 12, 2024.

• Key proposals include director elections, advisory votes on executive compensation, amendments to the equity plan, and auditor ratification.

• The board unanimously recommends voting in favor of all main 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, advisory vote on executive compensation, vote on frequency of say-on-pay, amendment to the 2019 Equity and Performance Incentive Plan, and auditor ratification.

• Board recommends voting for all director nominees, executive compensation, a three-year frequency for say-on-pay, plan amendment, and auditor ratification.

• Only Class A and B stockholders may vote; Class B shares have 10 votes per share, Class A have one.

• Shareholder proposals for the 2025 meeting must be submitted by December 31, 2024.

Board of directors and corporate governance

• Board consists of six members, four of whom are independent; all attended over 75% of meetings in 2023.

• The company is a "controlled company" under NASDAQ rules, exempt from certain independence requirements.

• Chairperson and CEO roles are separated; audit, compensation, and nominating committees are in place.

• Audit committee is fully independent and includes financial experts.

• Nominating committee considers diversity and relevant experience in board selection.