Urban One (UONE) Proxy filing summary

Executive summary

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

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

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

• Forward-looking statements highlight risks related to industry competition, technology, regulation, and internal controls.

Voting matters and shareholder proposals

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

• Only Class A and Class B stockholders as of April 13, 2026, are eligible to vote, with Class B shares carrying ten votes each.

• The board and management, controlling 86.32% of votes, intend to vote in favor of all proposals.

• Shareholder 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.

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

• Board leadership is separated between the Chairperson and CEO roles.

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

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