tsq-20260511
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT | ||
PURSUANT TO SECTION 13 OR 15(d) | ||
OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
Date of report (Date of earliest event reported): May 12, 2026 (May 11, 2026)
Townsquare Media, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 001-36558 | 27-1996555 | ||||||||||||||||||
(State or other jurisdiction of incorporation or organization) | (Commission file number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||
4 Manhattanville Road, | Suite 107 | |||||||||||||||||||
Purchase, | New York | 10577 | ||||||||||||||||||
| (Address of Principal Executive Offices, including Zip Code) | ||||||||||||||||||||
(203) 861-0900
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a - 12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Class A Common Stock, $0.01 par value per share | TSQ | The New York Stock Exchange | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 11, 2026, Townsquare Media, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the record date of March 18, 2026, there were 15,789,817 shares of Class A common stock (each entitled to one vote per share) and 815,296 shares of Class B common stock (each entitled to ten votes per share) outstanding and entitled to notice of and to vote at the Annual Meeting. The matters voted upon at the Annual Meeting and the results of the voting are set forth below (expressed in number of votes).
Proposal 1 - Election of Class III Directors
Stockholders approved the election of Stephen Kaplan and Bill Wilson, each to serve as a director for a three-year term expiring at the 2029 Annual Meeting of Stockholders (and until his successor is duly elected and qualified). The voting results for this proposal were as follows:
| For | Withheld | Broker Non-Votes | ||||||||||||||||||
| Stephen Kaplan | 14,115,299 | 2,175,032 | 3,768,656 | |||||||||||||||||
| Bill Wilson | 16,169,766 | 120,565 | 3,768,656 | |||||||||||||||||
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
Stockholders ratified the appointment of BDO USA, P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows:
| For | Against | Abstain | ||||||||||||
| 20,028,751 | 8,330 | 21,906 | ||||||||||||
Proposal 3 – Advisory Vote on the 2025 Compensation of the Company’s Named Executive Officers
Stockholders approved, on an advisory basis, the 2025 compensation of the Company’s named executive officers. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 14,577,117 | 1,675,802 | 37,412 | 3,768,656 | |||||||||||||||||
Proposal 4 – Advisory Vote on the Frequency of the Advisory Vote on Named Executive Officer Compensation
Stockholders approved, on an advisory basis, a three-year frequency for the advisory vote on named executive officer compensation. The voting results were as follows:
| 1-year | 2-years | |||||||||||||
| 4,491,780 | 53,164 | |||||||||||||
| 3-years | Abstain | |||||||||||||
| 11,718,487 | 26,900 | |||||||||||||
In light of the voting results on Proposal 4 and consistent with the Board of Directors’ recommendation, the Company has determined that it will hold future advisory votes on named executive officer compensation every three years until the next required advisory vote on the frequency of future advisory votes on named executive officer compensation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 12, 2026 | TOWNSQUARE MEDIA, INC. | ||||||||||
| By: | /s/ Stuart Rosenstein | ||||||||||
| Name: | Stuart Rosenstein | ||||||||||
| Title: | Executive Vice President and Chief Financial Officer | ||||||||||
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