Urban One (NASDAQ: UONE) extends CFO agreement and wins approval for 2026 equity plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Urban One, Inc. reported a new employment agreement with its Chief Financial Officer, Peter D. Thompson, and the results of its 2026 annual stockholders meeting. Thompson will continue as Executive Vice President and CFO through January 6, 2029 with an annual base salary of $750,000, eligibility for an annual bonus up to $300,000 with a maximum of 132% for superior performance, and a signing bonus of $333,333 subject to pro-rata claw-back if he leaves before the end of the term.
He may receive an additional $850,000 Completion Bonus if previously identified material weaknesses in internal control are remediated by the end of the agreement. The contract also provides for multi-year Class D common stock grants and performance-based equity awards with specified target values for contract years ending 2026 through 2029. At the 2026 annual meeting, stockholders elected six directors, approved the 2026 Equity and Performance Incentive Plan, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm with over three million votes cast in favor.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
CFO base salary: $750,000 per year
CFO signing bonus: $333,333
Target annual bonus: $300,000
+5 more
8 metrics
CFO base salary
$750,000 per year
Annual base salary under agreement through January 6, 2029
CFO signing bonus
$333,333
Signing bonus subject to pro-rata claw-back if he leaves early
Target annual bonus
$300,000
Annual performance bonus with up to 132% for superior performance
Completion Bonus
$850,000
Payable if specified material weaknesses are remediated by end of term
Stock grants 2026-2027
$704,250 per year
Class D stock value for each contract year ending 2026 and 2027
Performance grants 2026-2027
$234,750 per year
Target value of performance-based Class D stock and/or options
Votes for 2026 equity plan
3,083,564 votes
Votes in favor of 2026 Equity and Performance Incentive Plan
Auditor ratification votes for
3,336,914 votes
Votes for ratification of PricewaterhouseCoopers LLP
Key Terms
material weaknesses, Completion Bonus, performance-based equity awards, 2026 Equity and Performance Incentive Plan, +1 more
5 terms
material weaknesses financial
"Provided that the material weaknesses identified in the Company’s Form 10-K for the period ended December 31, 2025, are remediated"
Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.
Completion Bonus financial
"Mr. Thompson is eligible to receive bonus compensation in the amount of Eight Hundred Fifty Thousand Dollars ($850,000) (“Completion Bonus”)"
performance-based equity awards financial
"the Company is to grant Mr. Thompson shares Class D common stock and/or options to vest based upon certain performance-based measures"
2026 Equity and Performance Incentive Plan financial
"The approval of the Urban One, Inc. 2026 Equity and Performance Incentive Plan."
independent registered public accounting firm financial
"the appointment of PricewaterhouseCoopers LLP, as our 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.
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): June 11, 2026
(Exact name of Registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||||||
(301 ) 429-3200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
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:
| Class | Trading Symbol | Name of Exchange on which Registered | ||||||||||||
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 under the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 16, 2026, the Company entered into a new employment agreement with the Company’s Chief Financial Officer, Peter D. Thompson (the “Agreement”). Pursuant to the terms of the Agreement, Mr. Thompson will continue to serve as Executive Vice President and Chief Financial Officer of the Company and Vice President of its wholly-owned subsidiaries through January 6, 2029, unless earlier terminated pursuant to the terms of the agreement.
Mr. Thompson will be entitled to an annual base salary of $750,000 and will be eligible for an annual bonus. Mr. Thompson will also receive a signing bonus of $333,333 subject to a pro-rata claw-back if he leaves before the end of the term of the agreement. For each complete calendar year of the term of the Agreement, Mr. Thompson is eligible to receive an annual performance bonus (the “Annual Bonus”) of up to Three Hundred Thousand Dollars ($300,000) (the “Target Bonus”), with the opportunity to earn up to one hundred thirty two percent (132%) of the Target Bonus for superior performance.
The amount of any Annual Bonus will be based on the achievement of performance goals established by the Company’s Chief Executive Officer and Board of Directors. Achievement of at least ninety percent (90%) of the Company’s budget for the applicable fiscal year will entitle Mr. Thompson to fifty percent (50%) of the Target Bonus (the “Bonus Threshold”), and achievement of one hundred percent (100%) of such performance goals shall result in one hundred percent (100%) of the Target Bonus being earned. Subject to satisfaction of the Bonus Threshold, the actual Annual Bonus earned may be greater or less than the Target Bonus with a maximum bonus of up to one hundred thirty two percent (132%), as determined by the Compensation Committee in its discretion.
Provided that the material weaknesses identified in the Company’s Form 10-K for the period ended December 31, 2025, are remediated (the “Remediation”), at the end of the term of the Agreement, Mr. Thompson is eligible to receive bonus compensation in the amount of Eight Hundred Fifty Thousand Dollars ($850,000) (“Completion Bonus”), less any applicable withholdings and authorized deductions.
Finally, Mr. Thompson is eligible to receive certain stock-based compensation as follows: (A) With respect to each of the contract years ending January 6, 2026, and January 6, 2027, Mr. Thompson is eligible to receive Class D common stock with an aggregate value of Seven Hundred Four Thousand Two Hundred Fifty Dollars ($704,250), less applicable tax withholdings and authorized deductions. The grant for the contract year ending January 6, 2026 is to occur made as soon as practicable after execution of the Agreement, and the grant for the contract year ending January 6, 2027, shall be made no later than January 6, 2027. In addition, for each of the contract years 2026 and 2027, the Company is to grant Mr. Thompson shares Class D common stock and/or options to vest based upon certain performance-based measures with a target value of Two Hundred Thirty-Four Thousand Seven Hundred Fifty Thousand Dollars ($234,750) (the “2026-2027 Performance Grants”). (B) With respect to contract years ending January 6, 2028, and January 6, 2029, Mr. Thompson is eligible to receive Class D common stock with an aggregate value of Four Hundred Sixty-Nine Five Hundred Thousand Dollars ($469,500), less applicable tax withholdings and authorized deductions. The grants for the contract years ending January 6, 2028, and January 6, 2029, shall be made no later than January 6, 2028, and January 6, 2029, respectively.
In addition, for each of the contract years ending January 6, 2028, and January 6, 2029, the Company is to grant Mr. Thompson shares of Class D common stock and/or options to vest based upon certain performance-based measures with a target value of Four Hundred Sixty-Nine Five Hundred Thousand Dollars ($469,500) (the “2028-2029 Performance Grants”). All of the performance-based equity awards are subject to metrics, timing and conditions established annually by the Compensation Committee, consistent with those applied to other executive officers.
The foregoing summary of the terms of Mr. Thompson’s employment agreement does not purport to be complete and is qualified by reference to the full text of his agreement, a copy of which attached as Exhibit 10.1 hereto.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The following proposals were submitted to the stockholders at the Urban One, Inc. (the “Company”) 2026 Annual Meeting of Stockholders held on June 11, 2026 (“Annual Stockholders Meeting”):
The election of Terry L. Jones and Brian W. McNeill as Class A directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified.
The election of Catherine L. Hughes, Alfred C. Liggins, III, B. Doyle Mitchell, Jr. and D. Geoffrey Armstrong as Class B directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified.
The approval of the Urban One, Inc. 2026 Equity and Performance Incentive Plan.
The ratification of the appointment of PricewaterhouseCoopers LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
For more information about the foregoing proposals, see our proxy statement dated April 28, 2026 and filed May 8, 2026, the relevant portions of which are incorporated herein by reference. To be elected, each Class A director nominee must receive the affirmative vote of a plurality of the votes cast by the holders of the Class A common stock. Each Class B director nominees are elected by the holders of Class A common stock and Class B common stock voting together as a single class but each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Members of our board of directors are elected by a plurality of votes cast. This means that the nominees that received the most votes cast were elected to the board, even if they did not receive a majority of votes cast. At the close of business on May 1, 2026 there were 615,000 outstanding shares of our Class A common stock and 286,183 outstanding shares of our Class B common stock. Accordingly, a total of 3,476,830 votes could be cast at the meeting. Class C and Class D common stock were not entitled to vote on any proposal presented at the meeting.
The number of votes cast for and against and the number of abstentions and non-votes with respect to each matter voted upon are set forth below:
Board of Director Election Results
| Class A Director Nominee | Votes For | Votes Withheld | Non-Votes | |||||||||||||||||
| Terry L. Jones | 218,773 | 45,583 | 216,776 | |||||||||||||||||
| Brian W. McNeill | 218,694 | 45,662 | 216,776 | |||||||||||||||||
| Class B Director Nominee | ||||||||||||||||||||
| Catherine L. Hughes | 3,082,577 | 43,609 | 216,776 | |||||||||||||||||
| Alfred C. Liggins, III | 3,084,113 | 42,073 | 216,776 | |||||||||||||||||
| B. Doyle Mitchell, Jr. | 3,083,446 | 42,740 | 216,776 | |||||||||||||||||
| D. Geoffrey Armstrong | 3,081,780 | 44,406 | 216,776 | |||||||||||||||||
The six nominees were elected to the Board of Directors and will serve as directors until our next annual meeting or until their respective successors are elected and qualified.
Approval of the Urban One, Inc. 2026 Equity and Performance Incentive Plan
The results of the voting included 3,083,564 votes for, 41,890 votes against, and 217,508 votes abstained.
Ratification of PricewaterhouseCoopers LLP as Urban One's independent registered public accounting firm
The results of the voting included 3,336,914 votes for, 2,541 votes against, and 3,507 votes abstained. The appointment was ratified.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 10.1 | Peter D. Thompson Employment Agreement - Pursuant to Item 601(b)(10) of Regulation S-K, certain identified information has been excluded from this exhibit because it is both not material and is the type that URBAN ONE, Inc. treats as private or confidential. Such information is marked in the exhibit with an asterisk [*]. | |||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
SIGNATURE
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 thereunto duly authorized.
| URBAN ONE, INC. | |||||
| /s/ Peter D. Thompson | |||||
| June 16, 2026 | Peter D. Thompson | ||||
| Chief Financial Officer and Principal Accounting Officer | |||||
FAQ
What are the key terms of Urban One (UONE) CFO Peter Thompson’s new contract?
Peter Thompson will serve as CFO through January 6, 2029 with a $750,000 base salary, eligibility for up to $300,000 in annual performance bonus, a $333,333 signing bonus, and multi-year stock and performance-based equity awards.
How is Urban One (UONE) CFO’s annual bonus structured under the new agreement?
The CFO’s target annual bonus is $300,000, with potential payout up to 132% of target for superior performance. Achieving at least 90% of the Company’s budget earns 50% of target, with 100% of goals earning the full target bonus.
What is the Completion Bonus tied to Urban One (UONE) CFO’s new agreement?
At the end of the agreement term, the CFO is eligible for an $850,000 Completion Bonus if the material weaknesses disclosed in the Form 10-K for the year ended December 31, 2025 have been remediated, subject to applicable withholdings and authorized deductions.
What equity compensation will Urban One (UONE) grant its CFO under this agreement?
The CFO is eligible for Class D common stock grants valued at $704,250 for contract years ending 2026 and 2027, and $469,500 for years ending 2028 and 2029, plus additional performance-based stock and option awards with specified target values each year.