Townsquare Media Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>Townsquare Media will hold its 2024 Annual Meeting of Stockholders virtually on May 9, 2024, to elect directors and vote on other proposals.</b>

AI Summary

Townsquare Media, Inc. (TSQ) filed a Proxy Statement (DEF 14A) with the SEC on March 26, 2024. The 2024 Annual Meeting of Stockholders for Townsquare Media, Inc. will be held virtually on May 9, 2024, at 11:00 a.m. EDT. The meeting will include the election of three Class I directors, each to serve until the 2027 annual meeting. Stockholders are encouraged to vote their shares in advance of the meeting. The proxy statement provides information on director nominees and other proposals. The company was formerly known as Townsquare Media, LLC, with a name change date of August 24, 2010.

Why It Matters

For investors and stakeholders tracking Townsquare Media, Inc., this filing contains several important signals. This filing is a definitive proxy statement (DEF 14A), indicating it contains important information for shareholders regarding the upcoming annual meeting and voting matters. The virtual format of the meeting allows for broader participation from stockholders regardless of their location.

Risk Assessment

Risk Level: low — Townsquare Media, Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational risks disclosed.

Analyst Insight

Review the director nominees and proposals in the proxy statement to make an informed voting decision for the upcoming annual meeting.

Key Numbers

• May 9, 2024 — Annual Meeting Date (2024 Annual Meeting of Stockholders.)
• 11:00 a.m. EDT — Annual Meeting Time (2024 Annual Meeting of Stockholders.)
• 3 — Directors to be Elected (Number of Class I directors to be elected.)
• 2027 — Director Term End (Term for elected directors.)

Key Players & Entities

• Townsquare Media, Inc. (company) — Registrant and filer of the proxy statement.
• Steven Price (person) — Executive Chairman of the Board of Directors.
• May 9, 2024 (date) — Date of the 2024 Annual Meeting of Stockholders.
• 2027 (date) — Year until which elected directors will hold office.
• Townsquare Media, LLC (company) — Former name of the company.
• August 24, 2010 (date) — Date of the company's name change.

FAQ

Industry Context

Townsquare Media operates in the radio broadcasting industry, providing local media and advertising services.

Regulatory Implications

The filing is made under Schedule 14A of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

1. Review the proxy statement for details on director nominees.
2. Understand the proposals to be voted on at the Annual Meeting.
3. Vote your shares in advance of the May 9, 2024 meeting.

Key Dates

• 2024-05-09: 2024 Annual Meeting of Stockholders — To elect directors and vote on other proposals.
• 2024-03-26: Filing Date — Date the definitive proxy statement was filed with the SEC.

Year-Over-Year Comparison

This is the initial filing for the 2024 Annual Meeting of Stockholders, following the standard DEF 14A format.

Key Financial Figures

• $1.4 billion — zed markets, which was sold in 1998 for $1.4 billion. Earlier in his career, Mr. Price worke

Filing Documents

• a2024proxystatementdef14a.htm (DEF 14A) — 996KB
• capturebwfinal1a.jpg (GRAPHIC) — 89KB
• capturebwfinal2a.jpg (GRAPHIC) — 107KB
• signaturea03a.jpg (GRAPHIC) — 10KB
• tsmlogoa13.jpg (GRAPHIC) — 17KB
• 0001499832-24-000045.txt (&nbsp;) — 1294KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 29 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 31 AUDIT COMMITTEE REPORT 32 OTHER AUDIT COMMITTEE MATTERS 33 PROPOSALS 34 Proposal One - Election of Class I Directors 35 Proposal Two - Ratification of Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 202 4 36 Proposal Three – Approval of the Amended and Restated Townsquare Media, Inc. 20 1 4 Omnibus Incentive Plan 37 GENERAL INFORMATION 45 OTHER MATTERS 51 DELINQUENT SECTION 16(A) REPORTS 51 APPENDIX A A-1 TOWNSQUARE MEDIA, INC. One Manhattanville Road, Suite 202 Purchase, New York 10577 (203) 861-0900 PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 9, 2024 Townsquare Media, Inc. ("Townsquare", "Company," "we," "us" and "our") has made this proxy statement (the "Proxy Statement") and other materials available to you on the Internet or, upon your request, has delivered these materials by email or mail in connection with the solicitation of proxies by the Company's Board of Directors (the "Board") for use at the Company's 2024 annual meeting of stockholders (the "Annual Meeting"). The Annual Meeting will be held in a virtual meeting format at www.virtualshareholdermeeting.comTSQ2024, on May 9, 2024 at 1100 a.m., Eastern Daylight Time, and for any postponement(s) or adjournment(s) thereof. This proxy statement and the accompanying form of proxy will be mailed to stockholders on or about March 26, 2024. DIRECTORS AND CORPORATE GOVERNANCE Board Composition Townsquare's Board consists of seven directors, which is the authorized number of directors established by the Board. The Board may change the size of the Board and fill any vacancies on the Board by resolution. The Board is divided into three classes, each serving staggered, three-year terms. As a result, only one class of directors will be elected at each annual meeting of stoc

Gender Identity

Part I Gender Identity Directors — 7 — —

Demographic Background

Part II Demographic Background African American or Black — 1 — — Alaskan Native or Native American — — — — Asian — — — — Hispanic or Latinx — — — — Native Hawaiian or Pacific Islander — — — — White — 6 — — Two or More Races or Ethnicities — — — — LGBTQ+ — Did Not Disclose Demographic Background —

Other

Part III Other Are Military Veterans 1 Have Disabilities — Identify as Middle Eastern — 4 Corporate Governance Director Independence . The Board has undertaken a review of the independence of each director. There are no family relationships among the Company's executive officers and directors. Based on information provided by each director concerning his background, employment, and affiliations and other information known by the Board, the Board has determined, upon the recommendation of the Nominating and Corporate Governance Committee, that five of our seven directors (Mr. Ford, Mr. Ginsberg, Mr. Kaplan, Mr. Lebow and Mr. Way) do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined under the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"), and the listing standards of the NYSE. Mr. Wilson and Mr. Price are employed by us and therefore are not independent directors. The Board also determined that all Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee members are independent under the additional independence rules of the NYSE and SEC rules for such membership. In making these determinations, the Board considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances the Board deemed relevant in determining their independence. Board Leadership Structure . Our Chief Executive Officer is Bill Wilson. Steven Price, one of our founders and formerly our Chief Executive Officer, serves as Executive Chairman of our Board, presides over meetings of the Board, and holds such other powers and carries out such other duties as are customarily carried out by the Chairman of our Board. The Company believes that this leadership structure is appropriate in light o