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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 10, 2024 (May 9, 2024)


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.)
One Manhattanville Road,
Suite 202

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, former address and former fiscal year, 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 (17CFR 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.   ☐ 


1

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 9, 2024, Townsquare Media, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As of the record date of March 12, 2024, there were 15,818,046 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 Directors

Stockholders approved the election of B. James Ford, David Lebow, and Gary D. Way, each to serve as a director for a three-year term expiring at the 2027 Annual Meeting of Stockholders (and until his successor is duly elected and qualified). The voting results for this proposal were as follows:

ForWithholdBroker Non-Votes
B. James Ford18,647,4731,828,5051,634,380
David Lebow15,961,5584,514,4201,634,380
Gary D. Way19,774,286701,6921,634,380

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 year ending December 31, 2024. The voting results were as follows:

ForAgainstAbstain
22,023,10665,16822,084

Proposal 3 – Approval of the Amended and Restated Townsquare Media, Inc. 2014 Omnibus Incentive Plan

Stockholders approved the Amended and Restated Townsquare Media, Inc. 2014 Omnibus Incentive Plan. The voting results were as follows:

ForAgainstAbstainBroker Non-Votes
16,431,1994,033,25811,5211,634,380



2

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 10, 2024TOWNSQUARE MEDIA, INC.
By:/s/ Stuart Rosenstein
Name:Stuart Rosenstein
Title:Executive Vice President and Chief Financial Officer



3
v3.24.1.1.u2
Cover Page Cover Page
May 09, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 09, 2024
Entity Registrant Name Townsquare Media, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36558
Entity Tax Identification Number 27-1996555
Entity Address, Address Line One One Manhattanville Road,
Entity Address, Address Line Two Suite 202
Entity Address, City or Town Purchase,
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10577
City Area Code 203
Local Phone Number 861-0900
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, $0.01 par value per share
Trading Symbol TSQ
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001499832
Amendment Flag false
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