Mediaco Holding Inc

This management proposal asks shareholders to approve a Plan Amendment increasing the authorized share pool under the 2025 Equity Compensation Plan by 10,000,000 Class A Shares, raising the total Share Limit to 15,000,000. Management frames the amendment as necessary to continue using equity awards to attract, retain and motivate employees and align employee interests with long-term shareholder value. The amendment would expand the available universe of instruments the Administrator can grant (options, RSUs, SARs, performance awards, DERs and cash-based awards) and explicitly preserves typical plan features such as vesting, change-in-control treatment, share recycling and anti-repricing provisions. Approving the amendment would enable the Company to grant the RSU packages described in the proxy’s “New Plan Benefits” table and to resume or expand equity-based compensation, which currently appears limited given the Pay Versus Performance discussion noting most 2025 compensation was cash salary and bonuses. From a governance perspective, the proposal is routine for growth-stage companies but dilutive to existing shareholders; management attempts to limit dilution through share-recycling rules and by requiring shareholder approval for repricing. The proxy notes that eligible participants are employees, non-employee directors and consultants and that certain non-employee director award limits apply, which partially constrain dilution to service providers. The Board’s unanimous recommendation and stated rationale emphasize human-capital retention after the Estrella acquisition and ongoing transformation, and the proposal is supported by controlling shareholders who have indicated support for other items on the ballot. A vote FOR favors management’s stated ability to grant long-term, equity-linked incentives; a vote AGAINST preserves existing share counts but may constrain the Company’s ability to implement equity-based retention and performance programs. Investors should weigh the dilution impact and the Company’s recent disclosure that executive pay has largely been cash-based when assessing the marginal benefit of adding 10 million shares to the plan.

This advisory (non-binding) proposal asks shareholders to approve the overall compensation of the named executive officers as disclosed in the proxy, including tables and narrative. Management and the Compensation Committee state that the program is designed to reward strong annual operating performance and to align executives with shareholder interests; the Board recommends a FOR vote but recognizes the advisory nature of the vote. Relevant context in the proxy highlights that named executives in 2025 received compensation primarily in base salary and annual cash bonuses rather than significant equity awards, and the Pay Versus Performance disclosure shows CEO and NEO cash compensation rising materially between 2024 and 2025 while the Company’s TSR declined and net losses widened—an alignment concern for some investors. The proposal is thus an opportunity for shareholders to express support for, or concern about, current pay practices prior to the proposed expansion of the equity plan in Proposal 2. While the vote will not change past awards, the Board and Compensation Committee state they will consider the outcome in future decisions. Given the Company’s governance facts—presence of a controlling shareholder group, recent transactions with Estrella, and planned equity grants if Proposal 2 passes—investors should consider both the short-term cash-heavy compensation trend and management’s stated intent to increase equity usage when deciding how to vote. A FOR vote signals shareholder support for the compensation philosophy and its implementation; a AGAINST or WITHHOLD sends a non-binding signal that may prompt committee-level review or adjustments by management even though it carries no immediate mandatory consequences.

This is a procedural, catch-all item that preserves the ability for the meeting to address any other matters that may properly come before shareholders. The proxy and Q&A state the Company knows of no other business expected to be presented; however, the proxy gives the named proxies discretionary authority to vote on unforeseen items in accordance with their judgment, subject to applicable law. From a shareholder perspective, such items are typically rare and often non-substantive; when substantive items arise, the Board or management commonly provides supplemental disclosure or seeks adjournment to allow shareholder consideration. Brokers generally do not have discretionary voting power for non-routine matters (and will record a broker non-vote if they lack instructions), which can affect vote outcomes for proposals requiring a vote of the shares. As with any discretionary authority, shareholders concerned about potential unforeseen items should either attend the virtual meeting or provide instructions via proxy to ensure their preferences are recorded. Given the Company’s statement that it expects no other business, the practical impact of this item on governance or financial outcomes is expected to be minimal.