Independent
Tenure on this board
31.4 yrs
6 nominees · 3 ballot items.
Election of Class A directors; Election of Class B directors; Approval of the Urban One, Inc. 2026 Equity and Performance Incentive Plan; Ratification of PricewaterhouseCoopers LLP as independent auditors.
Elect Terry L. Jones and Brian W. McNeill as Class A directors to serve until the 2027 annual meeting.
Elect Catherine L. Hughes, Alfred C. Liggins, III, D. Geoffrey Armstrong, and B. Doyle Mitchell, Jr. as directors to serve until the 2027 annual meeting.
Approve the Urban One 2026 Equity and Performance Incentive Plan to replace the 2019 plan and authorize up to 1,000,000 Class A and 1,000,000 Class D shares (plus recycled and prior-plan shares) for awards.
The proposal asks stockholders to approve the Urban One 2026 Equity and Performance Incentive Plan, a comprehensive successor equity incentive plan that would supersede the 2019 plan for future grants and authorize up to 1,000,000 Class A and 1,000,000 Class D shares (plus recycled/prior-plan shares) for awards. Management seeks approval to ensure the company has sufficient equity to attract, retain and motivate employees and directors, to align management and stockholder interests through stock and performance-based awards, and to permit flexibility in award types (options, restricted stock, RSUs, performance shares, cash-based awards) and administration by the Compensation Committee. The plan contains standard provisions on eligibility, share recycling, adjustments for corporate events, limits on repricing without stockholder approval, and change-in-control acceleration. Approval requires a majority vote of Class A and Class B holders. The Board unanimously recommends the plan, arguing it is necessary to support recruiting and retention, replace the existing plan when its capacity is depleted and provide governance protections such as compensation committee administration and limits on repricing. The plan should be evaluated considering Urban One’s controlling shareholder structure, executive compensation levels disclosed in the CD&A, and the company’s recent reverse split and balance sheet/leverage considerations; the potential dilution from an aggregate of up to approximately 1.3 million shares across classes should be weighed against the company's need to grant equity given retention and performance goals. Management frames the plan as a tool to align incentives and attract talent, while investors should examine award practices, potential for concentrated grants to insiders, vesting and performance conditions, and how the plan interacts with Section 162(m) and Section 409A tax regimes. Considerations include the company’s current shareholder control (founder and CEO hold ~86% voting interest), which could reduce independent oversight over grants, and recent material weaknesses in internal control over financial reporting that may affect compensation governance. Investors should also evaluate run-rate dilution and whether the Compensation Committee’s discretion over performance metrics preserves rigorous stockholder-aligned outcomes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BANK OF AMERICA CORP /DE/ | 0.58% | 26,301 | $154K |
| 2 | DIMENSIONAL FUND ADVISORS LP | 0.32% | 14,595 | $86K |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 0.30% | 13,612 | $80K |
| 4 | BARCLAYS PLC | 0.24% | 10,990 | $64K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.19% | 8,360 | $49K |
| 6 | UBS Group AG | 0.11% | 4,957 | $29K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.08% | 3,412 | $20K |
| 8 | BlackRock, Inc. | 0.06% | 2,572 | $15K |
| 9 | BlackRock, Inc. | 0.04% | 1,952 | $11K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.04% | 1,937 | $11K |
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