Urban One (UONE) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on June 11, 2026, with voting available by proxy, internet, or phone for Class A and Class B stockholders as of April 13, 2026.

• Key proposals include director elections, approval of a new equity and performance incentive plan, and ratification of the external auditor.

• The company remains a controlled entity, with over 86% of voting power held by two executives, and emphasizes diversity, inclusion, and community engagement.

• Forward-looking statements highlight risks related to economic conditions, advertising revenue, competition, technology, regulation, and internal controls.

Voting matters and shareholder proposals

• Proposals include electing two Class A directors and four other directors, approving the 2026 Equity and Performance Incentive Plan, and ratifying PricewaterhouseCoopers LLP as auditor.

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

• Only Class A and B stockholders may vote; Class B shares carry ten votes each, Class A one vote each.

• Stockholder proposals for the 2027 meeting must be submitted by December 31, 2026.

Board of directors and corporate governance

• The board consists of six members, with four independent directors; leadership roles are separated between Chairperson and CEO.

• The company qualifies for the NASDAQ controlled company exemption, not requiring a majority of independent directors or fully independent committees.

• Committees include audit, compensation, and nominating, with charters and responsibilities outlined.

• The board encourages direct communication from stockholders and values diversity in its composition.