UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant | ☒ | Filed by a Party other than the Registrant | ☐ |
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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 Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. |
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12. |
☐ | Fee paid previously with preliminary materials. |
NEW YORK, NEW YORK 10014
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on July 25, 2022. The proxy statement is available, free of charge, at www.proxyvote.com. Also available on the website is the MediaCo proxy card, as well as additional voting information. |
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FORWARD-LOOKING STATEMENTS | 7 |
PROPOSAL 1: POTENTIAL ISSUANCE OF ADDITIONAL CLASS A SHARES | 8 |
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT | 10 |
SHAREHOLDER PROPOSALS | 12 |
OTHER MATTERS | 12 |
NON-INCORPORATION OF CERTAIN MATTERS | 12 |
EXPENSES OF SOLICITATION | 12 |
HOUSEHOLDING OF PROXY MATERIALS | 12 |
• | Submitting a Proxy by Telephone: You can submit a proxy for your shares by telephone until |
• | Submitting a Proxy via the Internet: You can submit a proxy via the Internet until 11:59 p.m. Eastern time on July 24, 2022, by accessing the website listed on your proxy card, www.proxyvote.com, and following the instructions you will find on the website. Internet proxy submission is available 24 hours a day. As with telephone proxy submission, you will be given the opportunity to confirm that your instructions have been properly recorded. |
• | Submitting a Proxy by Mail: If you choose to submit a proxy by mail, simply mark the appropriate proxy card, date and sign it, and return it in the postage paid envelope provided or to the address shown on the proxy card. Your proxy card must be received by the Secretary before the start of the meeting in order for your vote to be counted. |
• | Delivering to the Secretary a written notice of revocation, dated later than the proxy, before the vote is taken at the special meeting; |
• | Delivering to the Secretary an executed proxy bearing a later date, before the vote is taken at the special meeting; or |
• | Submitting a proxy on a later date by telephone or via the Internet (only your last telephone or Internet proxy will be counted), before 11:59 p.m. Eastern time on July 24, 2022. |
Class A Shares | Class B Shares | |||||||||||||||||||||||
Five Percent Shareholders, Directors, Nominees and Executive Officers | Amount and Nature of Beneficial Ownership Class A Shares (1) (2) | Percent of Class | Amount and Nature of Beneficial Ownership Class B Shares (1) Percent of Class | Percent of Class | Total Beneficial Ownership of Outstanding MediaCo Interests (2) | Percent of Total Voting Power of Outstanding MediaCo Interests | ||||||||||||||||||
Standard General, L.P. | 16,066,348 | (3) | 85.46 | % | 5,413,197 | 100.00 | % | 16,066,348 | 95.95 | % | ||||||||||||||
Ann C. Beemish | 15,752 | 2.47 | % | — | — | 15,752 | * | |||||||||||||||||
J. Scott Enright | — | 0.00 | % | — | — | — | * | |||||||||||||||||
Andrew P. Glaze | 3,685 | 0.13 | % | — | — | 3,685 | * | |||||||||||||||||
Laura A. Lee | — | 0.00 | % | — | — | — | * | |||||||||||||||||
Rahsan-Rahsan Lindsay | 23,116 | 5.71 | % | — | — | 23,116 | * | |||||||||||||||||
Mary Beth McAdaragh | 3,685 | 0.13 | % | — | — | 3,685 | * | |||||||||||||||||
Deborah A. McDermott | 7,370 | 0.25 | % | — | — | 7,370 | * | |||||||||||||||||
Jeffrey H. Smulyan | — | 0.00 | % | — | — | — | * | |||||||||||||||||
Bradford A. Tobin | 156,467 | 5.36 | % | — | — | 156,467 | * | |||||||||||||||||
Patrick M. Walsh | — | 0.00 | % | — | — | — | * | |||||||||||||||||
All Named Executive Officers and Directors as a Group (10 persons) | 409,919 | 14.05 | % | — | — | 409,919 | * | |||||||||||||||||
Other 5% Shareholders: | ||||||||||||||||||||||||
Emmis Communications Corporation | 1,185,987 | (4) | 28.91 | % | — | — | 1,185,987 | 2.04 | % |
(1) | Unless otherwise indicated, each of the shareholders has sole voting and investment power with respect to the securities shown to be owned by such shareholder. The inclusion herein of securities listed as beneficially owned does not constitute an admission of beneficial ownership. |
(2) | As Class B Shares are convertible into Class A Shares at the election of the holder, the beneficial ownership reported herein assumes that the beneficial owner (and no other shareholder) elected to convert all Class B Shares beneficially owned by such beneficial owner into Class A Shares. |
(3) | Includes [●] Class B Shares, as well as [●] Class A Shares that would have been issued had the Series A Preferred stock been converted into Common Shares on June 30, 2022, and [●] Class A Shares that would have been issued had the SG Broadcasting Notes been converted into Common Shares on June 30, 2022. All Common Shares beneficially owned by Standard General are held by SG Broadcasting and certain funds. Soohyung Kim is the managing member and Standard General serves as investment manager for SG Broadcasting and such funds. Mr. Kim is the managing partner and chief investment officer of Standard General and a director of the general partner of Standard General. By virtue of the foregoing, Standard General and Mr. Kim may be deemed to beneficially own these shares. Each of Mr. Kim and Standard General disclaims beneficial ownership of the shares reported except to the extent of its or his pecuniary interest in such shares. Each of SG Broadcasting, Standard General and Mr. Kim have an address of 767 Fifth Avenue, 12th Floor, New York, NY 10153. |
(4) | Includes [●] Class A Shares that would have been issued had certain promissory notes held by Emmis been converted into Common Shares on June 30, 2022. Emmis has an address of 40 Monument Circle, Suite 700, Indianapolis, IN 46204. |