Submission of Matters to a Vote of Security Holders
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”).…
Filed May 12, 2026Accepted May 12, 2026, 4:20 PM EDTCIK 1499832Accession 0001499832-26-000034
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Item 5.07Item 5.07 - Submission of Matters to Vote
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
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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
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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.