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Townsquare Media (NYSE: TSQ) investors approve directors, auditor and say-on-pay schedule

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(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Townsquare Media, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 11, 2026. Shareholders elected Class III directors Stephen Kaplan and Bill Wilson to three-year terms expiring at the 2029 annual meeting.

Kaplan received 14,115,299 votes for and 2,175,032 withheld, while Wilson received 16,169,766 votes for and 120,565 withheld, with 3,768,656 broker non-votes for each. Shareholders also ratified BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026.

On an advisory basis, shareholders approved 2025 compensation for named executive officers by 14,577,117 votes for, 1,675,802 against, and 37,412 abstentions, with 3,768,656 broker non-votes. They also supported holding future advisory votes on executive compensation every three years, and the company adopted this three-year frequency.

Positive

  • None.

Negative

  • None.
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.
Class A shares entitled to vote 15,789,817 shares As of record date March 18, 2026
Class B shares entitled to vote 815,296 shares As of record date March 18, 2026
Votes for Stephen Kaplan 14,115,299 votes Election as Class III director
Votes for Bill Wilson 16,169,766 votes Election as Class III director
Auditor ratification votes for 20,028,751 votes Ratification of BDO USA, P.C. for fiscal 2026
Say-on-pay votes for 2025 compensation 14,577,117 votes Advisory vote on named executive officers’ 2025 pay
Votes for 3-year say-on-pay frequency 11,718,487 votes Advisory vote on frequency of compensation votes
Annual meeting date May 11, 2026 Date of 2026 Annual Meeting of Stockholders
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."
Class B common stock financial
"and 815,296 shares of Class B common stock (each entitled to ten votes per share)"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
independent registered public accounting firm financial
"to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
named executive officers financial
"2025 compensation of the Company’s named executive officers."
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
advisory vote financial
"Stockholders approved, on an advisory basis, the 2025 compensation of the Company’s named executive officers."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
Understanding 8-K Material Events →
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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): May 12, 2026 (May 11, 2026)


Townsquare Media, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
001-36558
27-1996555
(State or other jurisdiction of incorporation or organization)
(Commission file number)
(I.R.S. Employer Identification No.)
4 Manhattanville Road,
Suite 107

Purchase,
New York
10577
 (Address of Principal Executive Offices, including Zip Code)

(203) 861-0900
(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 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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.01 par value per shareTSQThe New York Stock Exchange

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. ☐ 


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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:

ForWithheldBroker Non-Votes
Stephen Kaplan14,115,2992,175,0323,768,656
Bill Wilson16,169,766120,5653,768,656

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:

ForAgainstAbstain
20,028,7518,33021,906

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:

ForAgainstAbstainBroker Non-Votes
14,577,1171,675,80237,4123,768,656

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-year2-years
4,491,78053,164
3-yearsAbstain
11,718,48726,900


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.
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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.


Date: May 12, 2026TOWNSQUARE MEDIA, INC.
By:/s/ Stuart Rosenstein
Name:Stuart Rosenstein
Title:Executive Vice President and Chief Financial Officer



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Source: View Original Filing on SEC EDGAR

FAQ

What did Townsquare Media (TSQ) shareholders decide at the 2026 annual meeting?

Shareholders elected two Class III directors, ratified BDO USA, P.C. as auditor for 2026, approved 2025 executive compensation on an advisory basis, and chose a three-year frequency for future advisory votes on named executive officer pay, which the company has adopted.

Who was elected to Townsquare Media’s Board at the 2026 annual meeting?

Shareholders elected Stephen Kaplan and Bill Wilson as Class III directors to serve three-year terms expiring at the 2029 annual meeting. Kaplan and Wilson both received strong majority support in the vote totals, with additional broker non-votes recorded, confirming their continued roles on the board.

Which auditor did Townsquare Media (TSQ) shareholders ratify for fiscal 2026?

Shareholders ratified BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 20,028,751 votes for, 8,330 against, and 21,906 abstentions, indicating broad support for continuing with the same audit firm.

How did Townsquare Media shareholders vote on 2025 executive compensation?

On an advisory basis, shareholders approved 2025 compensation for named executive officers with 14,577,117 votes for, 1,675,802 against, and 37,412 abstentions, plus 3,768,656 broker non-votes. This say-on-pay result signals overall shareholder backing for the company’s existing executive pay program structure.

What frequency did Townsquare Media (TSQ) investors choose for say-on-pay votes?

Investors supported holding advisory votes on named executive officer compensation every three years, with 11,718,487 votes for a three-year cycle. Other options received fewer votes, and the company decided to implement this three-year frequency until the next required frequency vote occurs.

How many Townsquare Media shares were entitled to vote at the 2026 meeting?

As of the March 18, 2026 record date, 15,789,817 shares of Class A common stock, each with one vote, and 815,296 shares of Class B common stock, each with ten votes, were outstanding and entitled to notice of and to vote at the annual meeting.

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