[8-K] Urban One, Inc. Class D Reports Material Event

Rhea-AI Filing Summary

Urban One, Inc. (NASDAQ: UONE / UONEK) filed an 8-K (Item 5.07) summarizing the results of its June 18, 2025 Annual Meeting of Stockholders.

The meeting covered four proposals, all of which received the necessary shareholder support:

• Director elections: Class A nominees Terry L. Jones (1,045,194 for / 639,548 withheld) and Brian W. McNeill (1,044,372 for / 640,370 withheld) were elected. Class B nominees Catherine L. Hughes, Alfred C. Liggins III, B. Doyle Mitchell Jr., and D. Geoffrey Armstrong each secured roughly 30 million votes “for,” with fewer than 0.7 million “withheld.”
• Reverse stock split authorization: Shareholders approved an amendment allowing the Company to implement, at the Board’s discretion, a reverse split of Class A and Class D shares at any ratio from 1-for-2 to 1-for-30 (31,748,434 for / 1,047,681 against / 8,675 abstain).
• Auditor ratification: PricewaterhouseCoopers LLP was reaffirmed as independent auditor for FY 2025 (32,621,107 for / 126,251 against / 57,432 abstain).

Voting power reflected Urban One’s dual-class structure: each Class A share carried one vote, each Class B share ten votes, while Class C and Class D shares were non-voting for these matters. At the record date (April 21, 2025) a total of 36,052,774 votes were eligible to be cast.

The filing is primarily procedural. No immediate financial guidance, earnings data, or strategic transactions were disclosed. However, the broad authorization for a reverse split provides management flexibility to alter share structure should capital-market or listing considerations arise.

Positive

• Shareholders authorized a reverse stock split between 1-for-2 and 1-for-30, giving the Board flexibility to manage share structure.
• Continuity of governance: all six director nominees were elected, ensuring stable leadership and strategic consistency.
• Auditor ratification of PricewaterhouseCoopers LLP maintains audit continuity and mitigates transition risks.

Negative

• None.

Insights

Financial Analyst

TL;DR: All proposals passed; reverse split authority granted, but no immediate operational impact—overall neutral for valuation.

The 8-K details a routine annual meeting. Director re-election maintains board continuity, preserving strategic consistency. The reverse split amendment is the most material item: it equips the Board with a wide ratio range (1-for-2 to 1-for-30), signaling a preparedness to manage share price optics or exchange-listing compliance. Yet no split is enacted, so dilution or liquidity effects are hypothetical. Auditor ratification (PwC) continues an established relationship, minimizing transition risk.

From a market perspective, the filing does not alter revenue, cost structure, or leverage metrics; therefore the immediate valuation impact is neutral. Investors should monitor subsequent board actions to see if the split is executed and at what ratio.

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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): June 18, 2025

URBAN ONE, INC.

(Exact name of Registrant as specified in its charter)

Delaware			0-25969			52-1166660
(State or Other Jurisdiction of Incorporation)			(Commission File No.)			(IRS Employer Identification No.)

1010 Wayne Avenue

14th Floor

Silver Spring, Maryland 20910

(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:

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

Class A Common Stock, $.001 Par Value

UONE

NASDAQ Stock Market

Class D Common Stock, $.001 Par Value

UONEK

NASDAQ Stock 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 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 5.07    Submission of Matters to a Vote of Security Holders

The following proposals were submitted to the stockholders at the Urban One, Inc. (the “Company”) 2025 Annual Meeting of Stockholders held on June 18, 2025 (“Annual Stockholders Meeting”):

The election of Terry L. Jones and Brian W. McNeill as Class A directors to serve until the 2026 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 2026 annual meeting of stockholders or until their successors are duly elected and qualified.

Approval of an amendment to our Amended and Restated Articles of Incorporation to permit us to effect a reverse stock split of our outstanding Class A and Class D Common Stock, at a ratio within a range between one-for-two and one-for-30, subject to and as determined by a committee appointed by our Board of Directors.

The ratification of the appointment of PricewaterhouseCoopers LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

For more information about the foregoing proposals, see our proxy statement dated April 28, 2025, 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 April 21, 2025 there were 7,434,344 outstanding shares of our Class A common stock and 2,861,843 outstanding shares of our Class B common stock. Accordingly, a total of 36,052,774 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						1,045,194						639,548						2,501,618
Brian W. McNeill						1,044,372						640,370						2,501,618
Class B Director Nominee
Catherine L. Hughes						29,703,878						599,294						2,501,618
Alfred C. Liggins, III						29,777,736						525,436						2,501,618
B. Doyle Mitchell, Jr.						30,016,509						286,663						2,501,618
D. Geoffrey Armstrong						30,012,533						290,639						2,501,618

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 amendment of the Amended and Restated Articles of Incorporation to permit us to effect a reverse stock split

The results of the voting included 31,748,434 votes for, 1,047,681 votes against, and 8,675 votes abstained. The amendment and restatement of the Amended and Restated Articles of Incorporation to permit us to effect a reverse stock split Plan was approved.

Ratification of PricewaterhouseCoopers LLP as Urban One's independent registered public accounting firm

The results of the voting included 32,621,107 votes for, 126,251 votes against, and 57,432 votes abstained. The appointment was ratified.

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 23, 2025			Peter D. Thompson
			Chief Financial Officer and Principal Accounting Officer

FAQ

What reverse stock split range did Urban One (UONEK) shareholders approve?

Shareholders authorized the Board to implement a reverse split of Class A and Class D shares at any ratio from 1-for-2 to 1-for-30.

Were Urban One's 2025 director nominees elected?

Yes. All six nominees—two Class A and four Class B—were elected by plurality vote.

How did shareholders vote on ratifying PwC as Urban One's auditor for FY 2025?

The ratification passed with 32,621,107 votes for, 126,251 against, and 57,432 abstentions.

Which share classes were entitled to vote at the 2025 annual meeting?

Only Class A and Class B shares could vote; Class C and Class D shares had no voting rights on these proposals.

How many votes were eligible to be cast at Urban One's 2025 annual meeting?

There were 36,052,774 possible votes based on outstanding Class A and Class B shares.

When was Urban One's 2025 annual meeting held?

The meeting took place on June 18, 2025.