Mediaco Holding Inc
For the period ended Jul 9, 2024. Filed May 30, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 9, 2024 · Filed May 30, 2024
Contents
Cover page
Show cover page
DEF 14A 1 ny20025466x1_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
|---|
| ☐ | Soliciting Material under §240.14a-12 |
|---|
MediaCo Holding Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|
| ☐ | Fee paid previously with preliminary materials. |
|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 |
|---|
| MEDIACO HOLDING INC.48 W. 25th Street, Floor 3 New York, New York 10010 | | |
|---|
May 30, 2024
Dear Shareholder:
The directors and officers of MediaCo Holding Inc. join me in inviting you to attend the virtual annual meeting of our shareholders on Tuesday, July 9, 2024, at 9:00 a.m. Eastern time, via virtual conference using www.virtualshareholdermeeting.com/MDIA2024. As in recent years, in order to prioritize the health and safety of our shareholders and maximize efficiency, we have decided to hold the meeting solely by means of remote communication (i.e., a virtual-only meeting).
The formal notice of this annual meeting and the proxy statement appear on the following pages and are accompanied by a copy of our annual report on Form 10-K for the fiscal year ended December 31, 2023. After reading the proxy statement and other materials, please submit your proxy promptly by telephone or via the Internet in accordance with the instructions on the enclosed proxy card, or by marking, signing and returning a physical proxy card by mail, to ensure that your votes on the business matters of the meeting will be recorded.
We hope that you will dial in to attend this meeting. Whether or not you attend, we urge you to submit your proxy promptly. In light of the meeting being held virtually, we strongly recommend that you vote your shares in advance of the annual meeting even if you plan to attend. Instructions on how to vote or change your vote are found in the sections entitled “Questions and Answers About this Annual Meeting—How do I vote my shares before the annual meeting?” and “Questions and Answers About this Annual Meeting—How can I change my vote?”
We look forward to talking to you on Tuesday, July 9, 2024.
Sincerely,
/s/ Jacqueline Hernandez
Jacqueline Hernandez
Interim Chief Executive Officer
This proxy statement is dated May 30, 2024, and we mailed to our shareholders of record as of May 10, 2024 (other than those who previously requested electronic or paper delivery of our proxy materials) a notice of internet availability of proxy materials on or about that date.
| MEDIACO HOLDING INC.48 W. 25th Street, Floor 3 New York, New York 10010 | | |
|---|
Notice of Annual
Meeting of Shareholders
| | | Time and Date:Tuesday, July 9, 2024, at 9:00 a.m. Eastern time | | | | | Location:via virtual conference using www.virtualshareholdermeeting.com/MDIA2024. | | | | | Record Date:Only shareholders of record at the close of business on May 10, 2024, are entitled to notice of and to vote at this meeting and any adjournments or postponements of this meeting. |
The annual meeting of the shareholders of MediaCo Holding Inc. will be held on Tuesday, July 9, 2024, at 9:00 a.m. Eastern time, via virtual conference using www.virtualshareholdermeeting.com/MDIA2024. As in recent years, in order to prioritize the health and safety of our shareholders and maximize efficiency, we have decided to hold the meeting solely by means of remote communication (i.e., a virtual-only meeting).
Holders of Common Shares of MediaCo will be asked to consider and vote on the following matters:
| | 1 | | | Election of three directors to our board of directors for terms of three years; | |
|---|---|---|---|---|---|
| | 2 | | | An advisory vote to approve the compensation of our named executive officers; | |
| | 3 | | | Ratification of the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2024; and | |
| | 4 | | | Transaction of any other business that may properly come before the meeting and any adjournments or postponements. | |
We describe each of these proposals in more detail in the accompanying proxy statement, which you should read in its entirety before voting.
Only shareholders of record at the close of business on May 10, 2024, are entitled to notice of and to vote at this meeting and any adjournments or postponements of this meeting.
By order of the Board of Directors,
/s/ Ann Beemish
Ann Beemish
Secretary
New York, New York
May 30, 2024
| | Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on July 9, 2024. The proxy statement and annual report are available, free of charge, at www.proxyvote.com. Also available on the website are the MediaCo proxy card, as well as additional voting information. | |
|---|
Table of Contents
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.