Independent
Tenure on this board
8.4 yrs
7 nominees · 3 ballot items.
Elect seven directors; approve, on an advisory basis, named executive officer compensation (say-on-pay); and ratify Crowe LLP as the Company’s independent registered public accounting firm for 2026.
Election of seven nominees to the Board to hold office until the next annual meeting or until their successors are elected and qualified.
Non-binding, advisory vote to approve the overall compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy, including the Summary Compensation Table and other executive compensation disclosures. Management is seeking this advisory approval to validate its compensation philosophy, which emphasizes competitive base salaries, annual cash bonuses tied to financial and subjective performance metrics, and equity-based awards for retention, although no equity awards were granted to named executive officers in 2025. The Compensation Committee states it benchmarks pay against peers and uses both objective financial metrics and subjective assessments (station ratings, acquisitions/divestitures, extraordinary events) when granting bonuses; for 2025 bonuses were below target despite management citing satisfactory performance under challenging conditions. The proposal is non-binding, and the Board and Compensation Committee state they will carefully review the voting outcome when considering future compensation decisions; the Board has also decided to hold this advisory vote annually through 2030 pending a future frequency vote in 2031. Company-specific context that bears on evaluation includes its status as a controlled company with multiple family members serving as executive officers and directors, related-party leases and transactions disclosed in the proxy, and a large reported net loss in 2025, which may heighten investor scrutiny of pay-for-performance alignment. While management emphasizes alignment and retention, investors may weigh the absence of 2025 equity grants, below-target cash bonuses, and the company’s financial performance (including a significant net loss) when deciding whether compensation practices appropriately reflect shareholder interests. Given the advisory nature of the vote, a negative vote would not directly change pay but would likely trigger a reassessment by the Compensation Committee; a strong FOR vote would give the Board and Compensation Committee greater endorsement of their current compensation framework.
Ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GAMCO INVESTORS, INC. ET AL | 3.51% | 63,399 | $212K |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 1.20% | 21,752 | $73K |
| 3 | GABELLI FUNDS LLC | 1.10% | 19,800 | $66K |
| 4 | BANK OF AMERICA CORP /DE/ | 0.79% | 14,306 | $48K |
| 5 | MetLife Investment Management, LLC | 0.74% | 13,320 | $44K |
| 6 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.57% | 10,321 | $34K |
| 7 | SIGNATUREFD, LLC | 0.13% | 2,312 | $8K |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 0.13% | 2,298 | $8K |
| 9 | BlackRock, Inc. | 0.10% | 1,829 | $6K |
| 10 | SUN LIFE FINANCIAL INC | 0.08% | 1,524 | $5K |
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