Townsquare Media, Inc. (TSQ) Earnings Call Transcript & Summary

Welcome to the 2021 Annual Meeting of Stockholders of Townsquare Media, Inc. I would now like to turn the meeting over to the company's CEO, Bill Wilson.

Welcome, and thank you for coming to the 2021 Annual Meeting of Stockholders of Townsquare Media, Inc., which we are holding virtually via live webcast due to the COVID-19 pandemic. I am Bill Wilson, Chief Executive Officer and Director of the company. I will act as the Chairman of this meeting. Thank you for joining us this morning. The rules of conduct for this meeting as well as the certified list of stockholders of record entitled to vote at this meeting are available for you to access on the virtual meeting website. If you encounter technical difficulties, please call the technical support number posted on the login page. The meeting will proceed as follows. First, I will make some introductions and cover a few procedural matters; next, we will conduct the formal business of the meeting, after which we will announce the preliminary results of the vote; finally, following the conclusion of the meeting, I will provide an opportunity for stockholders to ask questions. I would first like to introduce one of our officers present today, Stuart Rosenstein, Executive Vice President, Chief Financial Officer and Secretary. Mr. Rosenstein and I have been appointed as proxies for those stockholders who have submitted their votes by proxy. Let me introduce Luis Torres and Ben Klein from BDO USA, LLP who are present telephonically. Now let me cover the procedural matters. Stuart Rosenstein will act as secretary of the meeting. Mr. Rosenstein has in his possession the following documents: The certified list of stockholders of record entitled to vote at this meeting; the notice of meeting; form of proxy; and proxy statement together with the affidavit of mailing of the proxy materials by Broadridge Financial Solutions to each person who is a record holder of Class A or Class B common stock as of the close of business on March 18, 2021, the record date. Mr. Rosenstein, please see that all such materials, including the affidavit of mailing, are filed in the corporate records. Pursuant to the company's bylaws, Gregory Denman, a representative of Broadridge Financial Solutions, has been appointed inspector of election to supervise the voting. Mr. Denman has signed an oath of office, and the secretary will file a copy of his oath with the records of the meeting. With the procedural matters out of the way, we can now begin the business of today's meeting. I have been advised that a preliminary count of proxies for the meeting indicates that we have a quorum, and therefore, I declare the meeting officially convened. We have 2 matters to be acted upon today. At this meeting, you will be: one, asked to elect 2 Class I directors named in the company's 2021 proxy statement to the company's Board; and, two, to ratify the appointment of BDO USA, LLP as the independent registered public accounting firm for the company for 2021. The time is now 9:03, and the polls for all proposals are now open. If you previously voted by the Internet, phone or mail, you do not need to take any additional action. Any stockholder who is logged on using your 16-digit control number and wants to vote during this meeting or previously voted and wants to change his or her vote may do so now on the virtual meeting website. We will now present the proposals and answer questions regarding the proposals, following which time the polls will properly close. [Operator Instructions] We will answer questions on matters in the agenda to be voted on by the stockholders at this meeting if received before the polls are closed. After the polls close, we will announce the preliminary results of today's meeting and conclude today's formal business. Thereafter, we will address appropriate questions from stockholders relevant to the company other than the proposals presented today. Holders of record of Class A common stock and Class B common stock at the close of business on March 18, 2021, the record date, are entitled to vote on each matter, and there is no cumulative voting. Each share of Class A common stock entitles the holder to vote 1 vote for each proposal and each share of Class B common stock entitles the holder to 10 votes for each proposal. Directors are elected by plurality of the votes cast at this meeting or by proxy. The auditor ratification proposal requires the approval of a majority in voting power of shares of capital stock present online or represented by proxy at this meeting and entitled to vote thereon. The first item of business is to elect 2 Class I directors to serve on the company's Board of Directors. The Board of Directors has nominated B. James Ford and David Lebow to be reelected as directors of the company, each to serve a 3-year term and until their respective successors are duly elected and qualified or until such directors' earlier retirement, resignation or other termination of service. A description of each nominee is included in the proxy statement. The Board recommends that stockholders vote for all nominees. As no other persons were nominated in accordance with the company's governing documents, we will not be considering any other nominations at this meeting. The second item of business is the ratification of the appointment of BDO USA, LLP as the company's independent registered public accounting firm for the year ending December 31, 2021. The proposal is described in detail in the proxy statement. The Board recommends that stockholders vote for the ratification of the appointment of BDO USA, LLP. Luis Torres and Ben Klein from BDO USA, LLP are present at this meeting to respond to appropriate questions of the stockholders. As no other business was properly brought forth before this meeting, no other business will be voted on at today's meeting. We will now answer appropriate questions on proposal #1 and 2 in accordance with the rules of conduct. The polls will close promptly following questions and answers on the proposals. If you have any questions on such proposals and have not done so already, please promptly submit any questions on the virtual meeting website. Please include your name and your status as a stockholder of record or a proxy holder for a stockholder of record when submitting your question or comment. Okay. Seeing no questions were submitted online, voting will remain open for the next 2 minutes. [Voting]

I now declare the polls closed at 9:08 a.m. Since all questions or comments -- all right. Move on. I will now call the secretary of the company to report the preliminary results of this meeting as provided by the inspector of election. Stu, the results, please.

Thank you, Bill. Each of B. James Ford and David Lebow has been elected as a Class I director. The proposal to ratify the appointment of BDO USA, LLP as the company's independent registered public accounting firm for the year 2021 has been approved. We intend to file with the SEC a Form 8-K with the final results of voting within 4 business days of this meeting. The report and certificate of inspector of elections will be filed with the minutes of this meeting.

We have concluded the stated business of the meeting. The meeting is now adjourned. We will now proceed with the informal portion of the meeting. At this time, I welcome any appropriate questions that stockholders may have relevant to the company other than the proposals presented today. Please include your name and your status as a stockholder of record or a proxy holder for a stockholder of record when submitting your question or comment. If there are no questions, I would again like to thank you for joining us today. We appreciate your continued interest and support.

Thank you. The 2021 Annual Meeting of Stockholders of Townsquare Media, Inc. is now complete. At this time, you may now disconnect from the meeting. Thank you for attending, and have a good day.