MediaCo holders approve 2025 plan and board slate

MediaCo Holding Inc. reported the results of its 2025 annual shareholder meeting held on August 8, 2025.

Rhea-AI Filing Summary

MediaCo Holding Inc. reported the results of its 2025 annual shareholder meeting held on August 8, 2025. Shareholders elected three directors to three-year terms: Colbert Cannon as a Class A director, and Robert L. Greene and Deborah A. McDermott as Class B directors. Cannon received 37,835,746 votes for and 91,702 withheld, while Greene and McDermott each received 54,131,970 votes for with no votes withheld.

Shareholders also approved the 2025 Equity Compensation Plan with 91,877,143 votes for, 140,242 against, and 42,033 abstentions, and gave strong advisory support for the compensation of named executive officers with 92,003,245 votes for and 15,046 against. In addition, they ratified Deloitte & Touche LLP as the independent registered public accountants for the fiscal year ending December 31, 2025, with 92,620,279 votes for and 64,047 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did MediaCo Holding Inc. (MDIA) shareholders vote on at the 2025 annual meeting?

Shareholders elected three directors to three-year terms, approved the 2025 Equity Compensation Plan, provided an advisory approval of named executive officer compensation, and ratified Deloitte & Touche LLP as independent registered public accountants for the 2025 fiscal year.

Which directors were elected to MediaCo Holding Inc.'s board in 2025?

Shareholders elected Colbert Cannon as a Class A director with 37,835,746 votes for and 91,702 withheld, and Robert L. Greene and Deborah A. McDermott as Class B directors, each receiving 54,131,970 votes for with no votes withheld.

Was MediaCo Holding Inc.'s 2025 Equity Compensation Plan approved?

Yes. The 2025 Equity Compensation Plan was approved with 91,877,143 votes for, 140,242 against, 42,033 abstentions, and 625,169 broker non-votes.

How did MediaCo Holding Inc. shareholders vote on executive compensation in 2025?

On an advisory basis, shareholders approved the compensation of the named executive officers with 92,003,245 votes for, 15,046 against, 41,127 abstentions, and 625,169 broker non-votes.

Who is MediaCo Holding Inc.'s independent auditor for the year ending December 31, 2025?

Shareholders ratified Deloitte & Touche LLP as the independent registered public accountants for the fiscal year ending December 31, 2025, with 92,620,279 votes for, 64,047 against, and 261 abstentions.

What stock exchange lists MediaCo Holding Inc. (MDIA) shares?

MediaCo Holding Inc.'s Class A Common Stock, par value $0.01 per share, trades under the symbol MDIA on the Nasdaq Capital Market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/14/2025 - 04:50 PM Learn about SEC filing dates

FALSE000178425400017842542025-08-082025-08-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 08, 2025

MediaCo Holding Inc.

(Exact Name of Registrant as Specified in Its Charter)

001-39029

(Commission File Number)

Indiana			84-2427771
(State or Other Jurisdiction of Incorporation)			(I.R.S. Employer Identification No.)

48 West 25th Street, Third Floor

New York, New York 10010

(Address of principal executive offices, including zip code)

(212) 447-1000

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01 per share

MDIA

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07    Submission of Matters to a Vote of Security Holders.

On August 8, 2025, MediaCo Holding Inc. (the “Company”) held the Company’s 2025 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders (i) elected three directors to the Company’s board of directors for terms of three years; (ii) approved the Company’s 2025 Equity Compensation Plan; (iii) voted on an advisory basis to approve the compensation of the Company’s named executive officers; and (iv) ratified the selection by the Board’s Audit Committee of Deloitte & Touche LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2025. The results of these votes, as certified by the inspector of elections for the Annual Meeting, are set forth below.

Proposal 1. Election of three directors to the Company’s board of directors for terms of three years.

Nominee						Votes For						Votes Withheld						Broker Non-Votes
Colbert Cannon (Class A director)						37,835,746						91,702						0
Robert L. Greene (Class B director)						54,131,970						0						0
Deborah A. McDermott (Class B director)						54,131,970						0						0

Proposal 2. Approval of the Company’s 2025 Equity Compensation Plan.

Votes For						Votes Against						Abstentions						Broker Non-Votes
91,877,143						140,242						42,033						625,169

Proposal 3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

Votes For						Votes Against						Abstentions						Broker Non-Votes
92,003,245						15,046						41,127						625,169

Proposal 4. Ratification of the selection by the Board’s Audit Committee of Deloitte & Touche LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2025.

Votes For						Votes Against						Abstentions						Broker Non-Votes
92,620,279						64,047						261						--

EXHIBIT INDEX

Exhibit						Description
104						Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MEDIACO HOLDING INC.

Date:

August 14, 2025

By:

/s/ Debra DeFelice

Debra DeFelice

Chief Financial Officer and Treasurer