Urban One, Inc. (UONEK) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the Urban One's 2024 Annual Stockholders Meeting. As a reminder, this conference is being recorded. During the meeting, the company may share with you certain projections or forward-looking statements regarding future events or its future performance. We caution you that certain factors, including risks and uncertainties, referred to in the Form 10-Ks, 10-Qs and other reports we periodically file with the Securities and Exchange Commission, could cause our actual results to differ materially from those indicated by any projections or forward-looking statements. This meeting will present information as of October 1, 2024. Please note that Urban One disclaims any duty to update any forward-looking statements made in today's presentation. A replay of the 2024 Annual Meeting will be available from 12:30 p.m. Eastern Daylight Time, Tuesday, October 1, 2024, until 12:00 a.m. Eastern Daylight Time, Tuesday, October 8, 2024. Callers may access the replay by calling 1 (866) 207-1041. International callers may dial direct 1 (402) 970-0847. The replay access code is 4793815. Access to live audio and a replay of the conference call will also be available on Urban One's corporate website at www.urban1.com. The replay will be made available on the website for 7 days after the 2024 Annual Meeting. No other recordings or copies of this call are authorized or may be relied upon. In fairness to all stockholders and in the interest of an orderly meeting, we require you that you honor the following rules of conduct. The meeting will follow the agenda set forth in the notice of the 2024 Annual Meeting dated August 21, 2024 and sent to each stockholder of record on August 12, 2024, who is entitled to vote. In accordance with the company's bylaws, new shareholder proposals will not be accepted. If you wish to address the meeting, please wait until the question-and-answer portion of the meeting, at which time I will take questions from the queue of callers. Upon being recognized, please state your name clearly, your status as a shareholder or a proxy holder and present your question or comment. Each speaker is limited to a total of no more than 3 questions or comments, no more than one of which may be on any single topic and each of which must be no more than 1 minute in length. The views and comments of all stockholders are welcome. However, the purpose and agenda of the meeting will be observed and the Chairperson may stop discussions that are irrelevant to the business of the company or the conduct of its operations, related to pending or threatened litigation, derogatory or not in good taste, unduly prolonged longer than 1 minute, repetitious of statements or questions of other stockholders related to employment matters or personal grievances or not otherwise properly noticed to the stockholders before the meeting. I will now turn the call over to Alfred C. Liggins, Chief Executive Officer of Urban One. Mr. Liggins, please go ahead.

Thank you very much, operator. As always, we'd like to start our Annual Stockholders' Meeting with remarks from my mother and the founder of Urban One, Catherine L. Hughes.

Thank you, Alfred. First and foremost, I give praise and thanks to God from whom all blessings flow. Welcome to our Annual Stockholders' Meeting. Your presence signifies not only your investment in our company, but also your commitment to our mission. And for that, we are eternally grateful. As we gather, I cannot help but consider the gravity of the moment that we face. The media landscape continues to create more space for more voices. However, with the rise in the number of voices comes the elevation of misinformation, a sobering reminder of why we must remain vigilant and dedicated to our mission to inform, to empower and inspire and consequential moments, we are a beacon of light focused upon truth and equality. Our platforms elevate conversations, challenge narratives and provide accurate information necessary for our content consumers to thrive personally and professionally. We stand on the side of history that champions truth, hope and change. We stand for a democracy that acknowledges the truth of our past, seeks to unify our nation in the present and moves us all in a common vision of the future. The upcoming election is about what is just fair and right. It is about electing candidates who share our values and value each of us and the beauty of our collective diversity. In this moment, presidential candidate Kamala Harris and senatorial candidate, Angela Alsobrooks could make history. Their successful bids for the office would make them the first women of color to hold their respective roles, one as President of the United States and the other as Senator from the State of Maryland. And while their wins could demonstrate how far we've come, the inequalities and inequities that we must still address demonstrate just how far we still have to go. Your investment in Urban One is an investment in a mission to elevate our country and promote who we want to be as a society. Your belief in our mission reaffirms that our voices are important and deserve trustworthy outlets. I pledge my commitment to our continued pursuit of that ideal. I want to personally thank each of our employees, our clients, content, consumers and especially you, our stockholders, for your trust, your support and faith in Urban One. I pray that God will continue to guide and direct us, love and protect us as we forge ahead. Blessings to each and every one of you.

Thank you very much, Ms. Hughes. Appreciate those remarkable comments as always. And good morning, and welcome to the Annual Meeting of Stockholders of Urban One, Inc. I am Alfred C. Liggins, Chief Executive Officer and President, and I will serve as Chairperson of this meeting. The meeting is hereby called to order. With me this morning are Catherine L. Hughes, Chairperson of the Board of Directors and Secretary; Peter Thompson, Executive Vice President and Chief Financial Officer; Karen Wishart, Executive Vice President and Chief Administrative Officer; and [ John Robertson ], Senior Vice President of Finance. Also present is Lisa Kelly of Ernst & Young LLP, our independent registered public accounting firm. To proceed with business, we must first determine if there is a quorum of shares present or represented by proxy and entitled to vote. Is there a motion?

I move that the Chairperson appoint John Robertson as Inspector of Election to determine the shares present in person and represented by proxy and entitled to vote.

I second the motion.

All those in favor, say aye. [Voting]

Those opposed? [Voting]

The motion is carried. I appoint John Robertson as Inspector of Election to determine the number of shares entitled to vote represented by proxy or having voted telephonically or electronically. Will the Assistant Secretary please administer the inspector's oath?

Do you, John Robertson, being sworn to your oath, square that you will faithfully, honestly and impartially perform the duties of inspector of election and will, to the best of your skill and ability, conduct the vote to be held this day and make a true report of the same.

I do.

Would the Assistant Secretary now report on the mailing of the notice of this meeting?

This meeting is held pursuant to a printed notice dated August 21, 2024, to each stockholder of record on August 12, 2024, who is entitled to vote. A list of stockholders entitled to vote has been available at the offices of the company for the past 10 days and is available after the meeting for examination by any stockholder desiring to do so. All documents concerning the call and notice of the meeting will be filed with the records of the meeting.

Will the inspector of election now report on the presence of a quorum of shares that have voted telephonically or electronically or that are represented by proxy and entitled to vote?

The count of shares voted present prior to the commencement of the meeting indicated that there are present, voted or represented by proxy 5,265,377 shares of Class A common stock and 2,861,843 shares of Class B common stock, together representing more than a majority of the total votes outstanding and eligible to vote.

As more than the required majority of shares is represented, I declare that a quorum is present. On behalf of the Board of Directors of Urban One, I would like to express my appreciation to all stockholders, who returned their proxies or voted by phone or Internet. All of the proposals are described in the proxy statement that was mailed to stockholders of record as of August 12, 2024. The Board unanimously recommends a vote in favor of approval of each of the proposals and recommends that advisory votes on executive compensation be held once every 3 years. The first matter to be acted upon is the election of 2 Class A directors. The Board has nominated Terry L. Jones and Brian W. McNeill as Class A directors to serve until the 2025 Annual Meeting of the company or until their successors are duly elected and qualified. Is there a motion?

I move that Mr. Jones and Mr. McNeill be elected as Class A directors.

I second the motion.

Is there any discussion? The second matter to be acted upon is the election of the 4 remaining directors. The Board has nominated Catherine L. Hughes, Albert C. Liggins III, D. Geoffrey Armstrong and B. Doyle Mitchell, Jr. as directors to serve until the 2025 Annual Meeting of the company or until successors are duly elected and qualified. Is there a motion?

I move that Ms. Hughes, Mr. Liggins, Mr. Armstrong and Mr. Mitchell be elected as directors.

I second the motion.

Is there any discussion? The third matter to be acted upon is an advisory vote on the 2023 compensation awarded to name executive officers for the fiscal year ended December 31, 2023. Is there a motion?

I move that the 2023 compensation awarded to name the executive officers be approved and adopted as an advisory vote.

I second the motion.