STOCK TITAN

MediaCo Holding Inc. (MDIA) investors back board slate and 2026 Deloitte audit

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

MediaCo Holding Inc. held its 2026 annual shareholders meeting on August 7, 2026. Shareholders elected three directors to three-year terms, including Jacqueline Hernández, Mary Beth McAdaragh, and Amit Thakrar.

Shareholders approved an amendment to the Company’s 2025 Equity Compensation Plan and, on an advisory basis, approved the compensation of the Company’s named executive officers. They also ratified the Board Audit Committee’s selection of Deloitte & Touche LLP as independent registered public accountants for the fiscal year ending December 31, 2026.

Positive

  • None.

Negative

  • None.

Insights

Analyzing...

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.
Votes for Hernández 71,087,304 votes Election of Jacqueline Hernández as Class A director at 2026 annual meeting
Votes for McAdaragh 54,131,970 votes Election of Mary Beth McAdaragh as Class B director
Votes for Thakrar 125,075,542 votes Election of director Amit Thakrar
Equity plan amendment support 125,167,721 votes for Approval of amendment to 2025 Equity Compensation Plan
Say-on-pay support 35,615,954 votes for Advisory approval of named executive officer compensation
Auditor ratification support 126,796,718 votes for Ratification of Deloitte & Touche LLP as 2026 independent auditors
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory basis financial
"voted on an advisory basis to approve the compensation"
independent registered public accountants financial
"as the Company’s independent registered public accountants for the fiscal year"
Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.
Equity Compensation Plan financial
"approved an amendment to the Company’s 2025 Equity Compensation Plan"
A plan by which a company gives employees, directors or contractors ownership or the right to buy ownership in the company through stock, options or similar awards — think of promising slices of the company pie as part of someone's pay. It matters to investors because these awards can change the number of shares outstanding, affect reported profits and influence management’s decisions; large or generous plans can dilute existing holders and alter incentives over time.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What did MDIA shareholders approve at the 2026 annual meeting?

Shareholders elected three directors, approved an amendment to the 2025 Equity Compensation Plan, gave advisory approval to executive compensation, and ratified Deloitte & Touche LLP as independent auditors for 2026.

How did MDIA shareholders vote on the 2025 Equity Compensation Plan amendment?

The amendment received 125,167,721 votes for, 58,478 against, 1,231 abstentions, and 1,597,196 broker non-votes, indicating strong support among votes cast in favor versus opposition.

What were the MDIA say-on-pay advisory vote results for executives?

The advisory say-on-pay proposal received 35,615,954 votes for, 52,634 against, 89,558,842 abstentions, and 1,597,196 broker non-votes. The company characterizes this as shareholder approval of named executive officer compensation.

Who was elected to MediaCo (MDIA) board at the 2026 meeting?

Shareholders elected Jacqueline Hernández (Class A director) with 71,087,304 votes for, Mary Beth McAdaragh (Class B director) with 54,131,970 votes for, and Amit Thakrar with 125,075,542 votes for.

Did MDIA shareholders ratify Deloitte & Touche LLP as 2026 auditors?

Yes. The ratification of Deloitte & Touche LLP as independent registered public accountants for 2026 received 126,796,718 votes for, 11,122 against, and 16,786 abstentions, with no broker non-votes reported.

When and where did MediaCo (MDIA) hold its 2026 annual meeting?

The 2026 annual meeting of shareholders was held on August 7, 2026. MediaCo’s principal executive offices are at 48 West 25th Street, Third Floor, New York, NY 10010, with telephone number (212) 447-1000.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
FALSE000178425400017842542026-08-102026-08-10

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 07, 2026

MediaCo Holding Inc.
(Exact Name of Registrant as Specified in Its Charter)

001-39029
(Commission File Number)
Indiana84-2427771
(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 shareMDIA
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

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 7, 2026, MediaCo Holding Inc. (the “Company”) held the Company’s 2026 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 an amendment to 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, 2026. 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
Jacqueline Hernández (Class A director)
71,087,3048,1561,597,196
Mary Beth McAdaragh (Class B director)
54,131,970
0
0
Amit Thakrar (Director)
125,075,542151,8881,597,196

Proposal 2. Approval of Amendment to the Company’s 2025 Equity Compensation Plan.
Votes For
Votes Against
Abstentions
Broker Non-Votes
125,167,72158,4781,2311,597,196

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
35,615,95452,63489,558,8421,597,196

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, 2026.
Votes For
Votes Against
Abstentions
Broker Non-Votes
126,796,71811,12216,786
--
EXHIBIT INDEX

ExhibitDescription
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 12, 2026By: /s/ Roberto Castro
Roberto Castro
Interim Chief Financial Officer and Interim Treasurer

Filing Exhibits & Attachments

3 documents