Urban One, Inc. ($UONEK)

Hello, ladies and gentlemen. Thank you for standing by. Welcome to the Urban One's 2026 Annual Stockholders Meeting. As a reminder, this meeting 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 Form 10-Ks, 10-Qs and other reports we periodically filed with the Securities and Changes Commission could cause our actual results to differ materially results indicated by any projections or forward-looking statements. This meeting will present information as of June 11, 2026. Please note that Urban One disclaims any duty to update any forward-looking statements made in today's presentation. A replay of the 2026 Annual Meeting will be available from 1:30 p.m. Eastern Daylight Time, Thursday, June 11, 2026, until 11:59 p.m. Eastern Daylight Time, Thursday, June 18, 2026. Callers may access the replay by calling 1 (800) 770-2030. International callers may dial direct 1 (609) 8009909. The repay Access code is (2605956. Access to live audio and a replay of the conference will also be available on Urban One's corporate website at www.urbanone.com. The replay will be made available on the website for 7 days after the 2026 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 that you honor the following rules of conduct. One, the meeting will follow the agenda set forth in the notice of the 2026 Annual Meeting dated April 28, 2026, and sent to each stockholder of record on April 13, 2026, who is entitled to vote. In accordance with companies bylaws new shareholder proposals will not be accepted. Two, 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. Three, each speaker is limited to a total of no more than 3 questions or comments, no more than 1 of which may be on any single topic and each of which must be no more than 1 minute in length. Four, 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 no longer than 1 minute. Repetitions of statements or questions of other stockholders related to employment matters or personal grievances or not otherwise properly noticed in 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, operator. And as always, we would like to start our annual stockholders' meeting with remarks from my mother and the founder of Urban One Ms. Catherine Hughes.

Thank you, Alfred. First and foremost, I did please, and thanks to God from whom all blessings flow. Good morning, and welcome to our Annual Stockholders Meeting. -- to our stockholders, Board members, advertisers, employees, partners and friends of Urban One, thank you for joining us today. Your presence reflects your belief in our mission. Your confidence in our future and your commitment to the communities we serve. As we gather today, we do so in a time of change, uncertainty and challenge. Yet through it all, we remain totally focused on our mission of being of service. One thing that we have learned is that the only constant in light is changed. We know that how we adjust to change and handle it will define who we are and what our future will look like because it's all about ensuring that the voices of the multitude are heard and that they are consistently provided platform to be seen, heard and respected. Success does not come without sacrifice. There were times where our future was far from guaranteed. But when the needs and wants of others are placed before your own individual wants and needs the chances for success returned tenfold. This company has been built through safe determination semis and unwavering commitment to serving our communities for several decades. These values have guided us sustain this and remain the foundation of Urban One today. So even in the most challenging of times, we can identify holes, and we find safe in the use of our country. their integrity, their motivation and their determination remind us that the future is always filled with possibilities and new ways of doing things. Urban One was built on the belief matter. Our voices matter and our realities deserve to be seen, heard and valued. That commitment remains a strong to date as it was when this company was founded 45 years ago. We did not come this far by ourselves, and we cannot go forward alone to our stockholders, Board members employees, advertisers, partners and friends. Thank you for your trust, your support and your belief in our mission. As we look to the future, we will continue to serve with purpose lead with integrity and build on the legacy that has brought us this far. For more than 45 years now, we have been blessed to grow, to serve and to make the difference, and we do not underestimate that responsibility so our prayer is that will continue to love and direct us, guide and protect this as we forge forward. Thank you for your support of our collective mission. God bless each and every 1 of you.

Thank you very much, Ms. Hughes, for those wonderful remarks. And good morning, and welcome to the Annual Meeting of Stockholders of Urban One, Inc. I am Alfred 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 Capreolus Chairperson of the Board of Directors and Secretary Peter Thompson, Executive Vice President and Chief Financial Officer; Cam Wishart, Executive Vice President and Chief Administrative Officer; Chris Simpson, our Chief Legal Officer; and Veronica takes Vice President and Corporate Controller. Also present is Scott Flower of PricewaterhouseCoopers, our independent registered public accounting firm. To proceed with business, we must first determine that there is a quorum of shares present or represented by proxy and entitled to vote. Is there a motion?

I move that the Chairperson upon Veronica to Catcher as Inspector of Election to determine the shares present in person and represented by proxy and entitled to bond.

I second the motion.

All those in favor say, Aye. [Voting]

Those opposed. The motion is carried, I appoint Veronica takes as Inspector of Election to determine the number of shares entitled to vote represented by proxy or having voted telephonically or electronically, with the Assistant Secretary, please administer the inspectors of oath.

Do you Veronica Tecate being sworn to your own share that you will faithfully, honestly and impartially for 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.

With the Assistant Secretary now report on the mailing of the notice of this meeting. .

This meeting is held pursuant to a printed notice dated April 8, 2026, to reach $1 of record on April 13, 2026, it 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 meeting, we filed with the record of the meeting.

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

The count of shaft voted prior to the commencement of the meeting indicated that there are voted or represented by proxy 4,810, 1,132 shares of Class A common stock and 286,183 shares of Class B common stock. Together representing more than a majority of the total was outstanding and eligible to go .

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 April 13, 2026. The Board unamimously recommends a vote in favor of approval of each of the proposals. The first matter to be acted upon is the election of 2 Class A directors. The Board has nominated Terry out Jones and McNeil as Class A directors to serve until the 2027 Annual Meeting of the company for until their successors are duly elected and qualified. Is there a motion?

I move the Mr. Jones and Mr. May be elected as Class A directors. .

I second the motion.

Is there any discussion. All right. The second matter to be acted upon is the election of the 4 remaining directors. The Board has nominated Catherine Hughes, Alfred third, Decree Armstrong and be Doug Mitchell, Jr. as directors to serve until the 2027 Annual Meeting of the company or until their successors are duly elected and qualified is their motion. .

I move the Ms. Hughes, Mr. Liggins, Armstrong and Mr. Mitchell, the electors Directors. .

I second the motion.

Is there any discussion? The third matter to be acted upon is the approval of the Urban -- on 2026 equity and performance incentive plan is their emotion.

I move that the Urban -- on 2026 equity and performance incentive plan be approved and adopted. .

I second the motion. Is there any discussion.

The fourth and final matter to be voted upon is the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public account firm for the year ending December 31, 2026. Is there a motion? .

I move that the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Urban One, Inc. for the year ending December 31, 2026, Be approved and adopted.

I second the motion. Is there any discussion?

While the books for all the proposals are being tabulated, I will accept the motion to the filing of the various records pertaining to the annual meeting.

I move to the Assistant Secretary directed to file with the records of the company the following documents: A list of stockholders entitled to vote at this meeting, proxies and ballots presented the notice of meeting and certificates of mailing thereof and the report of the inspector of election. .

I second the motion.

You have heard the motion, all in favor, say I -- those opposed. We now welcome any questions or comments you may have. Before you ask a question, please state your name at City of residence and indicate whether you are a shareholder or a property for a shareholder.

[Operator Instructions] There are no questions at this time. I will turn the meeting back to you, Mr. Lin.

Thank you, operator. Would the Inspector of Election please report on the tabulation at this time.

Based on my preliminary tabulation, a majority of votes cast by the orders of Class A common stock. -- has been voted in favor of the election of the Class A directors. The majority of votes cast by the holders of Class A and Class B common stock. -- has been voted in favor of the election of the other directors, the approval of the M1 2020 equity and performance incentive plan. and ratification of the appointment of CiaterHouseCoopers LLP as the company's independent registered public accounting firm.

Is there any other business that may properly come before this meeting?

I move to this annual meeting of the stockholders of.

Those opposed. The motion is carried. I declare this meeting adjourned, and thank you all for your time, your attention and your support.

This concludes today's meeting. We thank you for joining. You may now disconnect.