Item 5.07. Submission of Matters to a Vote of Security Holders
The following proposals were submitted to the stockholders at the Urban One,
Inc. (the "Company") 2022 Annual Meeting of Stockholders held on June 14, 2022
("Annual Stockholders Meeting"):
The election of Terry L. Jones and Brian W. McNeill as Class A directors to
serve until the 2023 annual meeting of stockholders or until their successors
are duly elected and qualified.
The election of Catherine L. Hughes, Alfred C. Liggins, III, B. Doyle Mitchell
and D. Geoffrey Armstrong as directors to serve until the 2023 annual meeting of
stockholders or until their successors are duly elected and qualified.
The ratification of BDO USA LLP as our independent registered public accounting
firm for the fiscal year ending December 31, 2022.
For more information about the foregoing proposals, see our proxy statement
dated April 29, 2022, the relevant portions of which are incorporated herein by
reference. To be elected, each Class A director nominee must receive the
affirmative vote of a plurality of the votes cast by the holders of the Class A
common stock. Each Class B director nominees are elected by the holders of Class
A common stock and Class B common stock voting together as a single class but
each share of Class A common stock is entitled to one vote and each share of
Class B common stock is entitled to ten votes. Members of our board of directors
are elected by a plurality of votes cast. This means that the nominees that
received the most votes cast were elected to the board, even if they did not
receive a majority of votes cast. At the close of business on April 14, 2022,
there were 9,104,916 shares outstanding shares of our Class A common stock and
2,861,843 outstanding shares of our Class B common stock. Accordingly, a total
of 37,723,346 votes could be cast at the meeting. Class C and Class D common
stock were not entitled to vote on any proposal presented at the meeting.
The number of votes cast for and against and the number of abstentions and
non-votes with respect to each matter voted upon are set forth below:
Board of Director Election Results
Votes Non-
Class A Director Nominee Votes For Withheld Votes
Terry L. Jones 697,048 526,236 4,022,726
Brian W. McNeill 731,563 491,721 4,022,726
Class B Director Nominee
Catherine L. Hughes 29,049,939 791,775 4,022,726
Alfred C. Liggins, III 29,052,002 789,712 4,022,726
B. Doyle Mitchell 29,595,757 245,957 4,022,726
D. Geoffrey Armstrong 29,592,938 248,776 4,022,726
The six nominees were elected to the Board of Directors and will serve as
directors until our next annual meeting or until their respective successors are
elected and qualified.
Ratification of BDO USA LLP as Urban One's independent registered public
accounting firm
The results of the voting included 33,761,823 votes for, 57,525 votes against
and 43,154 votes abstained. The appointment was ratified.
ITEM 8.01. Other Information
On June 14, 2022, the Company noted that on June 13, 2022 it announced it had
signed a definitive asset purchase agreement with Emmis Communications to
purchase its Indianapolis Radio Cluster. Under the terms of the agreement, Urban
One will acquire WYXB (B105.7FM), WLHK (97.1FM), WIBC (93.1FM), translators
W228CX and W298BB (The Fan 93.5FM and 107.5FM), and Network Indiana. The Company
noted that the transaction price was $25 million and that the transaction would
be accretive to earnings.
In anticipation of the transaction, the Company will sell its WHHH station along
with the intellectual property related to WNOW to a third party. Both the
acquisition and disposition are subject to Federal Communications Commission
("FCC") approval and other customary closing conditions, anticipated in the
third quarter of 2022. Emmis will continue to operate its stations and Urban One
will continue to operate WHHH until the transaction closes.
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URBAN ONE, INC. 
