Mediaco Holding Inc
For the period ended Mar 6, 2025. Filed Feb 24, 2025.
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Mar 6, 2025 · Filed Feb 24, 2025
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DEF 14A 1 ny20043274x2_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
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| Filed by a party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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February 24, 2025
Dear Shareholder:
The directors and officers of MediaCo Holding Inc. join me in inviting you to attend a virtual special meeting of our shareholders on March 6, 2025, at 9:00 a.m. Eastern time, via virtual conference using www.virtualshareholdermeeting.com/MDIA2025SM. As in recent years, in order to 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 the special meeting and the proxy statement appear on the following pages. After reading the proxy statement, 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 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 Special Meeting-How do I vote my shares before the special meeting?” and “Questions and Answers About this Special Meeting-How can I change my vote?” We look forward to talking to you on March 6, 2025.
Sincerely,
/s/ Alberto Rodriquez
Alberto Rodriguez
Interim Chief Executive Officer
48 W. 25 TH STREET, FLOOR 3, NEW YORK, NEW YORK 10010
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 6, 2025
The special meeting of the shareholders of MediaCo Holding Inc. will be held on March 6, 2025, at 9:00 a.m. Eastern time, via virtual conference using www.virtualshareholdermeeting.com/MDIA2025SM. As in recent years, in order to 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 matter:
| 1. | To approve the issuance of (i) up to 28,206,152 shares of MediaCo Class A Common Stock, par value $0.01 per share (referred to herein as the “Warrant Shares”), upon the exercise of a warrant issued in connection with MediaCo’s acquisition of certain assets of Estrella Broadcasting, Inc. and its subsidiaries, and (ii) 7,051,538 shares of MediaCo Class A Common Stock, par value $0.01 per share (referred to herein as the “Option Shares”), upon the exercise of the option right held by a subsidiary of MediaCo to purchase, or the put right held by Estrella Media, Inc. to sell equity interests of certain of its subsidiaries holding certain broadcast assets. |
We describe this proposal 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 February 13, 2025, 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/ Andrew C. Carington
Andrew C. Carington
Chief Legal Officer and Secretary
New York, New York
February 24, 2025
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be Held on March 6, 2025.
The proxy statement is available, free of charge, atwww.proxyvote.com.
Also available on the website is the MediaCo proxy card, as well as additional voting information.
This proxy statement is dated February 24, 2025, and we mailed to our shareholders of record as of February 13, 2025 (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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.