aud-20230404

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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AUDACY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Audacy, Inc.

2400 Market Street, 4th Floor

Philadelphia, Pennsylvania 19103

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Audacy, Inc. (the “Company”) will be a virtual meeting conducted via live webcast on Tuesday, May 24, 2023 at 8:30 a.m., Eastern Daylight Time, (the “Annual Meeting”), for the following purposes:

1.To elect three Directors, in Board Class III, each for a three year term expiring at the 2026 annual meeting of shareholders or until each such Director’s successor is duly elected and qualified;

2.To approve 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 B 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;

3.To conduct an advisory vote on executive compensation;

4.To conduct an advisory vote on the frequency of future advisory votes on executive compensation;

5.To ratify the selection of Grant Thornton, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023; and

6.To transact such other business as may properly come before the Annual Meeting and/or any adjournments thereof.

The virtual Annual Meeting will be accessible at: https://web.lumiagm.com/290521398 (Passcode: audacy2023). If you were a shareholder of record of our Class A Common Stock, par value $0.01 per share, or Class B Common Stock, par value $0.01 per share, at the close of business on March 17, 2023, you may vote in connection with this Annual Meeting as described in our 2023 Proxy Statement. Please note that this is a virtual Annual Meeting; there is no in-person annual meeting for you to attend.

To participate during the virtual Annual Meeting, you will need the 11-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. We encourage you to allow ample time for online check-in, which will begin at 8:15 a.m., Eastern Daylight Time. If you wish to listen to the meeting, but not vote at the meeting, you do not need to check-in in advance and you do not need an 11-digit control number.

In the event a quorum is not present at the Annual Meeting and such meeting is adjourned to a later date at least fifteen days after the initial date of the Annual Meeting, then those shareholders who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matters to be considered.

By Order of the Board of Directors,

Andrew P. Sutor, IV

Secretary

Philadelphia, Pennsylvania

April 11, 2023

Audacy, Inc.

2400 Market Street, 4th Floor

Philadelphia, Pennsylvania 19103

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PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

May 24, 2023

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The Annual Meeting of Shareholders of Audacy, Inc. will be held by a live webcast on Tuesday, May 24, 2023 at 8:30 a.m, Eastern Daylight Time.

The virtual Annual Meeting will be accessible at: https://web.lumiagm.com/290521398

Passcode: audacy2023

Please note that this is a virtual Annual Meeting; there is no in-person annual meeting for you to attend. To participate during the virtual Annual Meeting, you will need the 11-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. We encourage you to allow ample time for online check-in, which will begin at 8:15 a.m., Eastern Daylight Time. If you wish to listen to the meeting, but not vote at the meeting, you do not need to check-in in advance and you do not need an 11-digit control number.

ABOUT THIS PROXY STATEMENT

Our Board of Directors has prepared this proxy statement to solicit your vote at the 2023 Annual Meeting of Shareholders, including any adjournment or postponement thereof (the “Annual Meeting”). We will pay all expenses incurred in connection with this proxy solicitation. In addition to preparing this proxy statement, we have hired D.F. King & Co., Inc., a division of American Stock Transfer & Trust Company, LLC, to be our proxy solicitation agent for a fee of approximately $8,500 plus expenses. We also may make solicitations by telephone, facsimile or other forms of communication. Brokers, banks and other nominees who hold our stock for other beneficial owners will be reimbursed by us for their expenses related to forwarding our proxy materials to the beneficial owners.

In this proxy statement we summarize information that we are required to provide to you under the Securities and Exchange Commission rules. This proxy statement is designed to assist you in voting your shares. The proxy materials are first being mailed on or about April 11, 2023 to all shareholders of record of our Class A and Class B Common Stock, par value $0.01 per share, at the close of business as of March 17, 2023. Unless the context requires otherwise, all references in this proxy statement to Audacy, Inc., “Audacy,” “we,” “us,” “our” and similar terms, refer to Audacy, Inc. and its consolidated subsidiaries.

INTERNET AVAILABILITY OF PROXY MATERIAL

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 24, 2023. The Proxy Statement and Annual Report are available at www.audacyinc.com/investors. Select “Annual Meeting and Proxy Materials.”

PROPOSALS

At the Annual Meeting, our shareholders will be asked to vote upon the following Proposals:

•Proposal 1: Election of three Directors in Board Class III. Our Board of Directors has nominated the following persons to stand for election as Directors in Board Class III each with a three year term expiring at the 2026 Annual Meeting or until each such Director’s successor is duly elected and qualified: David J. Field, Joseph M. Field and David J. Berkman.

•Proposal 2: Reverse Stock Split. The Board of Directors is submitting to our shareholders, for their approval, 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 B 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.

•Proposal 3: Say on Pay. The Board of Directors is submitting to our shareholders, for their approval, an advisory vote on executive compensation.

•Proposal 4: Say When on Pay. The Board of Directors is submitting to our shareholders, for their approval, an advisory vote on the frequency of future advisory votes on executive compensation.

•Proposal 5: Ratification of the Selection of Independent Registered Public Accounting Firm. The Audit Committee of our Board of Directors has selected Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2023, and is proposing that the shareholders ratify such selection.

INFORMATION ABOUT VOTING

Record Holders. If you are a shareholder of record of our Class A Common Stock as of the close of business on March 17, 2023, you may vote your shares:

•By Proxy: You may vote your shares via a toll-free telephone number (1-800-PROXIES (1-800-776-9437)) or over the Internet (www.voteproxy.com) as instructed in the Notice of Internet Availability of Proxy Materials. If you provide a proxy without indicating how you wish to vote, all of your shares will be voted at the discretion of your proxies on any matter that may be properly brought before the Annual Meeting, except to the extent such discretionary voting is not permitted by any applicable rules or regulations.

•In Person (virtually / on-line): To participate during the virtual Annual Meeting, you will need the 11-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. We encourage you to allow ample time for online check-in, which will begin at 8:15 a.m., Eastern Daylight Time.

If you are a shareholder of record of our Class B Common Stock as of the close of business on March 17, 2023, you may vote your shares:

•By Proxy: You can vote by completing, signing and dating the enclosed proxy card and returning it to us by mail in the envelope provided. The instructions for voting are contained on the enclosed proxy card. The individuals named on the card are your proxies. They will vote your shares as you indicate. If you provide a proxy without indicating how you wish to vote, all of your shares will be voted at the discretion of your proxies on any matter that may be properly brought before the Annual Meeting, except to the extent such discretionary voting is not permitted by any applicable rules or regulations.

•In Person (virtually / on-line): To participate during the virtual Annual Meeting, you will need to provide your ballot to the Corporate Secretary of the Company.

You may revoke your proxy before it is voted at the meeting if you: (i) send a written notice of revocation dated after the proxy date to our Corporate Secretary; (ii) send our Corporate Secretary a later dated proxy for the same shares of Common Stock; or (iii) attend the virtual Annual Meeting and vote online.

The address for our Corporate Secretary is Audacy, Inc., 2400 Market Street, 4th Floor, Philadelphia, Pennsylvania 19103, Attention: Andrew P. Sutor, IV, Secretary.

Beneficial Owners: shares registered in the name of a broker or bank. If your Class A Common Stock is registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner, you should receive a proxy card and voting instructions from the actual record holder (i.e., your bank, broker or other agent), rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. Many of these institutions offer telephone and Internet voting.

To participate during the virtual Annual Meeting and cast a vote, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Annual Meeting. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a legal proxy form.

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the virtual Annual Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to American Stock Transfer & Trust company, LLC. Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730. Written requests can be mailed to:

American Stock Transfer & Trust Company LLC

Attn: Proxy Tabulation Department

6201 15th Avenue

Brooklyn, NY 11219

Requests for registration must be labeled as "Legal Proxy" and be received no later than 5:00 p.m., Eastern Daylight Time, on Friday May 19, 2023. You will receive a confirmation of your registration by email after we receive your registration materials.

VOTING SECURITIES

Our Amended and Restated Articles of Incorporation (the “Charter”) provide that each share of Class A Common Stock is entitled to one vote and that each share of Class B Common Stock is entitled to ten votes, except: (i) any share of Class B Common Stock not voted by either Joseph M. Field or David J. Field, in their own right or pursuant to a proxy, is entitled to one vote; (ii) the holders of Class A Common Stock, voting as a single class, are entitled to elect two Class A Directors; (iii) each share of Class B Common Stock is entitled to one vote with respect to certain “Going Private Transactions” (as defined in the Charter); and (iv) as required by law. Therefore:

•Shareholders of our Class A Common Stock at the close of business on March 17, 2023 will be entitled to vote on Proposals 1 through 5.

•Shareholders of our Class B Common Stock at the close of business on March 17, 2023 will be entitled to vote on Proposals 1 through 5.

At the close of business on March 17, 2023, there were 147,067,534 outstanding shares of Class A Common Stock, which include 11,811,211 shares that are either unvested restricted stock or vested but deferred shares of restricted stock (neither of which has the right to vote). As a result, as of the close of business on March 17, 2023, there were 135,256,323 shares of our outstanding shares of Class A Common Stock entitled to vote at the Annual Meeting. In addition, at the close of business on March 17, 2023, there were 4,045,199 outstanding shares of our Class B Common Stock and no outstanding shares of our Class C Common Stock. Each share of Class B Common Stock voted by Joseph M. Field or David J. Field with respect to any proposal (at the 2023 Annual Meeting) is entitled to ten votes. Holders of our Class C Common Stock, of which there are none, would not be entitled to vote on these proposals.

INFORMATION ABOUT QUORUM AND REQUIRED VOTES

The presence in person (virtually) or by proxy of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter or proposal to be acted upon at the meeting shall constitute a quorum for the purposes of consideration and action on the matter or proposal. Assuming a quorum is present, votes on the proposals will be tallied as follows:

•Proposal 1: Election of three Directors in Board Class III. Subject to the “Plurality Plus” voting requirements described below, the three persons nominated as Directors in Board Class III receiving the most votes from all shares of Class A Common Stock and Class B Common Stock will be elected.

•Proposal 2: Reverse Stock Split. 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 B Common Stock requires the affirmative vote from a majority of the votes of all shares of Class A Common Stock and Class B Common Stock that are present in person or by proxy and are voting on such proposal.

•Proposal 3: Say on Pay. Approval of the advisory vote on executive compensation requires the affirmative vote from a majority of the votes of all shares of Class A Common Stock and Class B Common Stock that are present in person or by proxy and are voting on such proposal.

•Proposal 4: Say When on Pay. Shareholders will have an opportunity to vote on the frequency of advisory votes on executive compensation of every one, two or three years. The frequency receiving the most votes from shares of Class A Common Stock and Class B Common Stock that are present in person or by proxy and are voting on such proposal will prevail as the advisory selection of our shareholders.

•Proposal 5: Ratification of the Selection of Independent Registered Public Accounting Firm. The ratification of the selection of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2023, requires the affirmative vote from a majority of the votes of all shares of Class A Common Stock and Class B Common Stock that are present in person or by proxy and are voting on such proposal.

In the event a quorum is not present at the meeting and such meeting is adjourned to a later date at least fifteen days after the initial date of the meeting, then those shareholders who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matters to be considered.

Unless otherwise required by our Bylaws or by applicable law, approval of any other matter properly presented for a vote at the meeting will require the affirmative vote of a majority of the votes cast by all holders of Class A Common Stock and Class B Common Stock present in person (virtually) or by proxy; provided that if any shareholders are entitled to vote thereon as a class, such approval will require the affirmative vote of a majority of the votes cast by the shareholders entitled to vote as a class who are present in person (virtually) or by proxy.

Shares of our common stock represented by proxies that are marked “withhold authority” or are marked “abstain,” or which constitute broker non-votes will be counted as present at the meeting for the purpose of determining a quorum. Broker non-votes occur when a nominee holding shares of our common stock for a beneficial owner has not received voting instructions from the beneficial owner and such nominee does not possess, or chooses to not exercise, discretionary authority with respect thereto.

Generally, with respect to any matter to be decided by a plurality (such as the election of Directors) or a majority of the votes cast at the meeting, proxies marked “withhold authority” or marked “abstain,” or which constitute broker non-votes will not be counted for the purpose of determining the number of votes cast at the meeting and will have no effect on the outcome of such vote.

Plurality Plus Requirement – Election of Directors

In 2020, our Board of Directors approved an amendment to our Bylaws to implement a Plurality Plus voting standard. In connection therewith, each person who is nominated to stand for election as Director must, as a condition to such nomination, tender an irrevocable conditional resignation in advance of the meeting for the election of directors. Each of the Board of Directors' nominees has submitted the required irrevocable conditional resignation. In an uncontested election of directors, where the number of nominees does not exceed the number of Directors to be elected:

•If any nominee who is not an incumbent director receives a plurality of the votes cast but does not receive a majority of the votes cast, the resignation of such nominee referenced above will be automatically accepted.

•If the nominee is an incumbent director who is standing for re-election and such nominee receives a plurality of the votes cast but does not receive a majority of the votes cast, the Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors on whether to accept the director’s resignation or whether other action should be taken. Each Director standing for reelection at such meeting of shareholders not receiving a majority of the votes cast must recuse themselves and not participate in the Committee’s recommendation or the Board of Directors’ decision regarding the tendered resignation; provided that, if in the event of such recusal(s) the Committee has less than one voting participant, then the Committee shall make no recommendation. The Board of Directors will consider the Committee’s recommendation (if any) and publicly disclose the Board of Directors’ decision and the basis for that decision within 90 days from the date of the certification of the final election results.

For purposes of this Plurality Plus voting standard, a majority of the votes cast means that the number of shares voted “for” must exceed the number of shares voted “withhold” with respect to a director’s election. Votes cast shall not include abstentions or broker non-votes. In a contested election where the number of nominees exceeds the number of directors to be elected, the directors shall be elected by a plurality of the votes cast.

QUESTIONS

The Annual Meeting of Shareholders will be a live virtual meeting affording our shareholders the same rights and access as if the meeting were held in person, including the ability to ask questions electronically during the meeting. In addition, all guests attending the meeting will also be provided the opportunity to ask questions electronically.

INFORMATION TO RELY UPON WHEN CASTING YOUR VOTE

You should rely only on the information contained in this proxy statement. We have not authorized anyone to give any information or to make any representations in connection with this proxy solicitation other than those contained in this proxy statement. You should not rely on any information or representation not contained in this proxy statement. You should not infer under any circumstances that because of the delivery to you of this proxy statement there has not been a change in the facts set forth in this proxy statement or in our affairs since the date of this proxy statement. This proxy statement does not constitute a solicitation by anyone in any jurisdiction in which the solicitation is not authorized or in which the person making the solicitation is not qualified to do so or to anyone to whom it is unlawful to make a solicitation.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the accompanying material may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future results and events. You can identify these forward-looking statements by our use of words such as “anticipates,” “believes,” “continues,” “expects,” “intends,” “likely,” “may,” “opportunity,” “plans,” “potential,” “project,” “will,” and similar expressions, whether in the negative or the affirmative. We cannot guarantee that we actually will achieve these plans, intentions or expectations. These forward-looking statements are subject to risks, uncertainties and other factors, some of which are beyond our control, which could cause actual results to differ materially from those forecasted or anticipated in such forward-looking statements.

You should not place undue reliance on these forward-looking statements, which reflect our view only as of the date of this proxy statement. We undertake no obligation to update these statements or publicly release the result of any revisions to these statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

Proposals

PROPOSAL 1


ELECTION OF THREE DIRECTORS IN BOARD CLASS III

DESCRIPTION OF PROPOSAL

Presently, there are nine members of our Board of Directors (including two Class A Directors and seven other directors). Proxies cannot be voted for a greater number of persons than the number of nominees named.

Three Directors in Board Class III will be elected at the 2023 Annual Meeting to serve until the 2026 Annual Meeting or until each such Director’s successor is duly elected and qualified. The nominees to Board Class III of our Board of Directors are David J. Field, Joseph M. Field and David J. Berkman. Each such nominee has consented to serve if elected, but should such nominee be unavailable to serve, your proxy will vote for the substitute nominee recommended by our Board of Directors.

BOARD OF DIRECTORS’ NOMINEES FOR CLASS III OF THE BOARD OF DIRECTORS

•David J. Field – Director, Chairman, President & Chief Executive Officer. David J. Field (age 60) has served as our Chairman since 2017, our Chief Executive Officer since 2002, our President since 1998, and one of our Directors since 1995. Mr. Field is our Principal Executive Officer. He also served as our Chief Operating Officer from 1996 to 2002 and Chief Financial Officer from 1992 to 1998. Mr. Field served as Chairman of the Radio Board of the National Association of Broadcasters from 2005 to 2007. Mr. Field also currently serves on the boards of directors of the National Association of Broadcasters, the National Constitution Center, and The Wilderness Society. He has a B.A. from Amherst College and an M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Field was named the 2006 and 2017 Radio Executive of the Year by Radio Ink Magazine, and a “Giant in Broadcasting” in 2017 by the International Radio & Television Society. In 2017, Mr. Field received the National Association of Broadcasters’ National Radio Award. He is a three-time recipient of Institutional Investor Magazine’s “Best CEOs in America.” Mr. Field is the son of Joseph M. Field.

•Joseph M. Field – Chairman Emeritus & Director. Joseph M. Field (age 91) founded the Company in 1968, served as President, Chief Executive Officer and Chairman from formation until 1998, as Chief Executive Officer and Chairman from formation until 2002, as Chairman until 2017, and as a Director at all times since our inception. Before entering the broadcasting business, Mr. Field practiced law for 14 years in New York (including service as an Assistant United States Attorney for the Southern District of New York) and Philadelphia. Mr. Field served on the Board of Directors of the National Association of Broadcasters for the years 1992 through 1996. At present Mr. Field serves on the Boards of Directors of the Broadcasters’ Foundation of America, the Philadelphia Orchestra Association, the Mary Louise Curtis Bok Foundation, the Settlement Music School, the Philadelphia Chamber Music Society and the Foreign Policy Research Institute. In addition, he serves on the Advisory Board of the University of Pennsylvania’s Field Center for Children’s Policy, Practice & Research. Mr. Field has a B.A. from the University of Pennsylvania, an L.L.B. from Yale Law School and a D.M. from the Curtis Institute of Music. Mr. Field is the father of David J. Field.

•David J. Berkman - Director. David J. Berkman (age 61) has served as one of Audacy’s Directors since our initial public offering in January 1999. Mr. Berkman served as our Independent Lead Director from October 2017 until May 2021. Since January 2000, Mr. Berkman has served as the Managing Partner of Associated Partners, LP, a private equity firm primarily engaged in telecommunications infrastructure investments. He also serves on the boards of directors of Hamilton Lane Inc., Chemimage Corporation and Watchbox Holdings US. Mr. Berkman has a B.S. from the Wharton School of the University of Pennsylvania.

RECOMMENDATION OF THE BOARD OF DIRECTORS

Our Board of Directors unanimously recommends that you vote “FOR” the nominees listed above.

In nominating the present slate of Directors to be considered at the 2023 Annual Meeting, our Board and our Nominating/Corporate Governance Committee considered the following specific experience, qualifications, attributes or skills in concluding that each such nominee should continue to serve as a Director of the Company:

David J. Field has served as our Chairman of the Board since 2017, our Chief Executive Officer since 2002 and a Director since 1995. In addition to having served in various operating and financial capacities for the Company, Mr. Field has previous experience in the investment banking industry. Further, Mr. Field has experience in serving in a leadership capacity within the radio broadcast industry.

Joseph M. Field is the founder of the Company. Mr. Field had served as our Chairman of the Board since our founding in 1968 until our merger with CBS Radio in 2017. Formerly, Mr. Field served as our President/CEO for 30 years and as our CEO for 33 years.

David J. Berkman has served as one of our Directors since the consummation of our initial public offering in January 1999. Mr. Berkman previously served as our Independent Lead Director. Mr. Berkman has served as an executive officer and director of a number of public/private companies including several directly involved in the media and communication industries. As a director of these companies, Mr. Berkman serves on various board committees.

PROPOSAL 2


APPROVAL OF A REVERSE STOCK SPLIT

DESCRIPTION OF PROPOSAL

We are asking that our shareholders approve 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 B Common Stock at a reverse stock split ratio ranging from any whole number between one new share for every two existing shares and one new share for every 30 existing shares (the “Reverse Stock Split”), subject to and as determined by a committee (the “Committee”) appointed by the Board consisting of David J. Field, Joel Hollander and Sean R. Creamer. Our Board has unanimously approved and declared advisable the amendment effecting the Reverse Stock Split and recommends that our shareholders approve the amendment. The language of the amendment, which amends and restates Article EIGHTH of our Amended and Restated Articles of Incorporation, is attached to this proxy statement as Appendix A.

The primary reason we are seeking shareholder approval of the Reverse Stock Split is to attempt to increase the per share closing price of our Class A Common Stock to meet the minimum average closing price requirement for continued listing on the New York Stock Exchange (the “NYSE”). We believe that if the Reverse Stock Split proposal is not approved by our shareholders, it is likely that our Class A Common Stock will be delisted from the NYSE.

If our shareholders approve the amendment, then the Committee will cause it to be filed with the Department of State of the Commonwealth of Pennsylvania (the “Pennsylvania Department of State”) and effect the Reverse Stock Split only if the Committee subsequently determines that the Reverse Stock Split is in the best interests of the Company. The number of outstanding shares of Class A and Class B Common Stock to be combined into one share of our Class A and Class B Common Stock, respectively, at the ratio determined by the Committee within the range approved by our shareholders will be set forth in a Current Report on Form 8-K filed by the Company prior to the effective time of the Reverse Stock Split (the “Effective Time”). Following the shareholders’ approval of this Proposal 2, no further action on the part of the shareholders will be required to either implement or abandon the Reverse Stock Split and the Committee may effect and implement the Reverse Stock Split at any time.

The Committee also may determine, in its sole discretion, not to effect the Reverse Stock Split and not to file the related amendment. Although we presently intend to effect the Reverse Stock Split to regain compliance with the NYSE’s minimum average closing price requirement, the Committee has the right, notwithstanding our shareholders’ approval of the proposed amendment, to abandon it at any time (without further action by our shareholders) before it is filed with the Pennsylvania Department of State. The Committee may consider a variety of factors in determining whether or not to proceed with the proposed amendment, including overall trends in the stock market, recent changes and anticipated trends in the per-share market price of our Class A Common Stock, rule changes and/or guidance by the NYSE, business developments, and our actual and projected stock price performance. In particular, if the closing price of our Class A Common Stock on the NYSE is at least $1.00 as of the last trading day of any calendar month and has an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month, as discussed more fully below, the Committee may decide to abandon the filing of the proposed amendment.

As of March 17, 2023, there were 147,067,534 shares of our Class A Common Stock and 4,045,199 shares of our Class B Common Stock issued and outstanding. Based on these numbers of our outstanding Class A and Class B Common Stock, immediately following the effectiveness of the Reverse Stock Split, we will have, depending on the Reverse Stock Split ratio selected by the Committee, issued and outstanding shares of Class A and Class B Common Stock as illustrated by the table under the caption “Effects of the Reverse Stock Split – Effect on Shares of our Class A and Class B Common Stock.”

The Reverse Stock Split will not change the number of authorized shares of our Class A or Class B Common Stock or the relative voting power of holders of our outstanding Class A or Class B Common Stock. The relative number of authorized but unissued shares of our Class A and Class B Common Stock will materially increase as a consequence of the amendment, and these shares of Class A Common Stock will be available for issuance by the Company. The Reverse Stock Split, if effected, will affect all holders of our Class A and Class B Common Stock uniformly.

No fractional shares of our Class A or Class B Common Stock will be issued as a result of the Reverse Stock Split. Instead, any shareholders of Class A or Class B Common Stock who would have been entitled to receive fractional shares as a result of the Reverse Stock Split will instead receive cash payments in lieu of such fractional shares. Each holder of our Class A or Class B Common Stock will hold the same percentage of our outstanding Class A or Class B Common Stock, respectively, immediately following the Reverse Stock Split as that shareholder did immediately prior to the Reverse Stock Split, except to the extent that the Reverse Stock Split results in shareholders receiving cash in lieu of fractional shares. The par value of our Class A and Class B Common Stock will continue to be $0.01 per share (see “Effects of the Reverse Stock Split – Reduction in Stated Capital”).

Reasons for the Reverse Stock Split

Our primary objective in effectuating the Reverse Stock Split is to attempt to raise the per-share trading price of our Class A Common Stock to continue our listing on the NYSE. To maintain our listing, the NYSE requires, among other things, that our Class A Common Stock have a closing price of at least $1.00 as of the last trading day of any calendar month and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.

On August 1, 2022, we were notified by the NYSE that we were not in compliance with Rule 802.01C of the NYSE’s Listed Company Manual (“Rule 802.01C”) relating to the minimum average closing price of our Class A Common Stock required over a consecutive 30 trading-day period. Under the NYSE’s rules, in addition to an initial six-month cure period which is no longer applicable to the Company, because we determined that we will seek to regain compliance, if necessary, by effecting a reverse stock split if we obtain shareholder approval at our next annual meeting of shareholders, the minimum price condition will be deemed cured if the price promptly exceeds $1.00 per share after such approval, and the price remains above that level for at least the following 30 trading days.

Since August 1, 2022, the average closing price for our Class A Common Stock, over a consecutive 30 trading-day period, has remained below $1.00 per share. We strongly encourage you to vote in favor of this Proposal 2 to increase the likelihood that compliance may be achieved prior to action being taken to delist us from the NYSE.

We are seeking shareholder approval for the authority to effectuate the Reverse Stock Split as a means of increasing the share price of our Class A Common Stock to be at or above $1.00 per share in order to attempt to avoid delisting by the NYSE. We expect that the Reverse Stock Split will increase the closing price per share of our Class A Common Stock to be above the $1.00 per share minimum price for the required number of days, thereby satisfying this listing requirement. However, there can be no assurance that the Reverse Stock Split will have that effect, initially or in the future, or that it will enable us to maintain the listing of our Class A Common Stock on the NYSE. We are not aware of any present efforts by anyone to accumulate our Class A Common Stock, and the proposed Reverse Stock Split is not intended to be an anti-takeover device.

In addition, we believe that the low per-share market price of our Class A Common Stock impairs its marketability to, and acceptance by, institutional investors and other members of the investing public and creates a negative impression of the Company. Theoretically, decreasing the number of shares of our Class A Common Stock outstanding should not, by itself, affect the marketability of the shares, the type of investor who would be interested in acquiring them or our reputation in the financial community or with our customers. In practice, however, many investors, brokerage firms and market makers consider low-priced stocks as more speculative in nature and, as a matter of policy may avoid investment and trading in such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower-priced stocks. The presence of these factors may be adversely affecting, and may continue to adversely affect, not only the price of our Class A Common Stock but also its trading liquidity. In addition, these factors may affect our ability to raise additional capital through the sale of our Class A Common Stock.

We believe that the decrease in the number of shares of our outstanding Class A Common Stock because of the Reverse Stock Split, and the anticipated increase in the price per share, will possibly promote greater liquidity for our shareholders with respect to their shares. However, liquidity may be adversely affected by the reduced number of shares that will be outstanding if the Reverse Stock Split is effected, particularly if the Committee decides on a greater ratio for the Reverse Stock Split or if the price per share of our Class A Common Stock begins a declining trend after the Reverse Stock Split is effectuated.

There can be no assurance that the Reverse Stock Split will achieve any of the desired results. There also can be no assurance that the price per share of our Class A Common Stock immediately after the Reverse Stock Split will increase proportionately with the Reverse Stock Split, or that any increase will be sustained for any period of time.

We believe the Reverse Stock Split is the best way to support the price of our Class A Common Stock to achieve the minimum average closing price level required by the NYSE, although effecting the Reverse Stock Split cannot guarantee that we will be in compliance with the minimum bid price requirement for even the minimum 30-day trading period. In addition, the Reverse Stock Split cannot guarantee we will be in compliance with the other criteria required to maintain our listing on the NYSE.

In evaluating whether to seek shareholder approval for the Reverse Stock Split, our Board took into consideration negative factors associated with reverse stock splits. These factors include: the negative perception of reverse stock splits that investors, analysts and other stock market participants may hold; that the stock prices of some companies that have effected reverse stock splits have subsequently declined, sometimes significantly, following their reverse stock splits; the possible adverse effect on liquidity that a reduced number of outstanding shares could cause; and the costs associated with implementing a reverse stock split.

Even if our shareholders approve the Reverse Stock Split, the Committee reserves the right not to effect the Reverse Stock Split if, in the Committee’s opinion, it would not be in the best interests of the Company to effect such Reverse Stock Split.

Criteria the Committee May Use to Determine Whether to Implement the Reverse Stock Split

When determining whether to implement the Reverse Stock Split, and which Reverse Stock Split ratio to implement, if any, following the receipt of shareholder approval, the Committee may consider various factors, including:

•the historical trading price and trading volume of our Class A Common Stock;

•the then-prevailing trading price and trading volume of our Class A Common Stock and the expected impact of the Reverse Stock Split on the trading market for our Class A Common Stock in the short- and long-term;

•the listing requirements, other rules and guidance from the NYSE;

•the number of shares of our Class A and Class B Common Stock outstanding;

•the anticipated impact of a particular ratio on our ability to reduce administrative and transactional costs; and

•prevailing general market, legal and economic conditions.

Certain Risks and Potential Disadvantages Associated with a Reverse Stock Split

We cannot assure you that the Reverse Stock Split will increase our stock price and for the required time period. We expect that, if implemented, the Reverse Stock Split will increase the market price of our Class A Common Stock; however, the effect of the Reverse Stock Split on the market price of our Class A Common Stock cannot be predicted with any certainty, and the history of reverse stock splits for other companies in our industry is varied. Some investors may view a reverse stock split negatively. It is possible that the per share price of our Class A Common Stock after the Reverse Stock Split will not increase in the same proportion as the reduction in the number of our outstanding shares of Class A Common Stock following the Reverse Stock Split. Furthermore, the Reverse Stock Split may not result in a per share price that will attract investors who do not trade in lower priced stocks.

In addition, although we believe the Reverse Stock Split will enhance the marketability of our Class A Common Stock to certain potential investors, we cannot assure you that, if implemented, our Class A Common Stock will be more attractive to investors. Even if we implement the Reverse Stock Split, the market price of our Class A Common Stock may decrease due to factors unrelated to the Reverse Stock Split, including our future performance or general market trends. If the Reverse Stock Split is consummated and the trading price of our Class A Common Stock declines, the percentage declines as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split.

If implemented, the proposed Reverse Stock Split may decrease the liquidity of our Class A Common Stock and result in higher transaction costs. The liquidity of our Class A Common Stock may be negatively impacted by the Reverse Stock Split, given the reduced number of shares that will be outstanding after the Reverse Stock Split, particularly if the stock price does not increase as a result of the Reverse Stock Split. Additionally, if the Reverse Stock Split is implemented, it will increase the number of our shareholders who own “odd lots” of fewer than 100 shares of Class A Common Stock. Brokerage commissions and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of common stock. Accordingly, the Reverse Stock Split may not achieve the desired results of increasing marketability of our Class A Common Stock as described above.

The Reverse Stock Split will not decrease our authorized shares. Although the Reverse Stock Split will not have any dilutive effect on our shareholders, the Reverse Stock Split will reduce the proportion of shares owned by our shareholders relative to the number of shares authorized for issuance, resulting in an effective increase in the relative number of authorized shares of Class A Common Stock available for issuance in the discretion of the Board. The Board from time to time may deem it to be in our best interests to enter into transactions and other ventures that may include the issuance of shares of our Class A Common Stock. If the Board authorizes the issuance of additional shares of Class A Common Stock subsequent to the Reverse Stock Split, the dilution to the ownership interest of our existing shareholders may be greater than would occur had the Reverse Stock Split not been effected.

Effective Time

The Effective Time of the Reverse Stock Split, if approved by shareholders and implemented by the Committee, will be the business day following the date the Articles of Amendment to our Amended and Restated Articles of Incorporation are filed with the Pennsylvania Department of State.

If, at any time before the filing of this amendment with the Pennsylvania Department of State, the Committee, in its discretion, determines that it is in our best interests to delay the filing of such amendment or abandon the Reverse Stock Split, the Reverse Stock Split may be delayed or abandoned, without any further action by our shareholders.

Fractional Shares

Shareholders will not receive fractional shares of Class A or Class B Common Stock in connection with the Reverse Stock Split. Instead, any holder of Class A or Class B Common Stock who would otherwise be entitled to a fractional share of Class A or Class B Common Stock as a result of the Reverse Stock Split will instead be entitled to receive a cash payment equal to the product obtained by multiplying (a) the fraction of the share of Class A or Class B Common Stock which such shareholder would otherwise be entitled to receive by (b) the closing price per share of our Class A Common Stock on the NYSE at the close of business on the date prior to the Effective Time.

Shareholders will not be entitled to receive interest for the period of time between the Effective Time and the date payment is made for their fractional share interest. You should also be aware that, under the escheat laws of certain jurisdictions, sums due for fractional interests that are not timely claimed after the funds are made available may be required to be paid to the designated agent for each such jurisdiction. Thereafter, shareholders otherwise entitled to receive such funds may have to obtain the funds directly from the state to which they were paid.

If you believe that you may not hold sufficient shares of our Class A Common Stock at the Effective Time to receive at least one share in the Reverse Stock Split and you want to continue to hold our Class A Common Stock after the Reverse Stock Split, you may do so by either:

•purchasing a sufficient number of shares of our Class A Common Stock; or

•if you have shares of our Class A Common Stock in more than one account, consolidating your accounts;

in each case, so that you hold a number of shares of our Class A Common Stock in your account before the Reverse Stock Split that will entitle you to receive at least one share of Class A Common Stock in the Reverse Stock Split. We will announce the ratio determined by the Committee within the range approved by our shareholders in a Current Report on Form 8-K filed by the Company prior to the Effective Time. Shares of our Class A Common Stock held in registered form and shares of our Class A Common Stock held in “street name” (that is, through a broker, bank or other holder of record) for the same shareholder will be considered held in separate accounts and will not be aggregated when effecting the Reverse Stock Split.

Effects of the Reverse Stock Split

General

After the Effective Time of the Reverse Stock Split, should the Committee elect to implement it, each shareholder will own fewer shares of Class A or Class B Common Stock. The Reverse Stock Split will affect all of our shareholders uniformly, however, and will not affect any shareholder’s percentage ownership interests in the Company, except to the extent that the Reverse Stock Split results in any of our shareholders owning a fractional share that is paid in cash as described above. Voting rights and other rights and preferences of the holders of our Class A and Class B Common Stock will not be affected by the Reverse Stock Split (other than as a result of the payment of cash in lieu of fractional shares). For example, a holder of two percent of the voting power of the outstanding shares of our Class A and Class B Common Stock immediately before the Reverse Stock Split will continue to hold two percent (assuming there is no impact as a result of the payment of cash in lieu of issuing fractional shares) of the voting power of the outstanding shares of our Class A and Class B Common Stock immediately after the Reverse Stock Split. The number of shareholders of record will not be affected by the Reverse Stock Split (except to the extent that any shareholder holds only a fractional share interest and receives cash for such interest after such Reverse Stock Split).

The principal effects of the Reverse Stock Split will be that:

•each two to 30 existing shares of our Class A or Class B Common Stock owned by a shareholder (depending on the Reverse Stock Split ratio selected by the Committee), will be combined into one new share of our Class A or Class B Common Stock, respectively;

•no fractional shares of Class A or Class B Common Stock will be issued in connection with the Reverse Stock Split; instead, holders of Class A or Class B Common Stock who would otherwise receive a fractional share of Class A or Class B Common Stock, respectively, pursuant to the Reverse Stock Split will receive cash in lieu of the fractional share as explained above;

•by reducing the number of shares of Class A and Class B Common Stock outstanding without reducing the number of shares of available but unissued common stock, the Reverse Stock Split will effectively increase the relative number of authorized but unissued shares, which, in the case of the Class A Common Stock, the Board may use in connection with future financings or other issuances;

•based upon the Reverse Stock Split ratio selected by the Committee, proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise or vesting of all then outstanding equity

awards with respect to the number of shares of Class A Common Stock subject to such award and the exercise price thereof, in each case to the extent applicable, subject to the terms of such awards;

•the number of shares of Class A Common Stock authorized under the Audacy 2022 Equity Compensation Plan and the Amended and Restated Audacy Employee Stock Purchase Plan (together, the “Plans”) will be proportionately adjusted for the Reverse Stock Split ratio selected by the Committee; and

•the number of shareholders owning “odd lots” of less than 100 shares of our Class A Common Stock may potentially increase; odd lot shares may be more difficult to sell and brokerage commissions and other costs of transactions in odd lots generally are proportionately higher than the costs of transactions in “round lots” of even multiples of 100 shares.

We believe that any potential negative effects are outweighed by the benefits of the Reverse Stock Split.

Effect on Shares of Our Class A and Class B Common Stock

For the purposes of providing examples of the effect of the Reverse Stock Split on our Class A and Class B Common Stock, the following table contains information, based on share information as of March 17, 2023, of the effect of a Reverse Stock Split at certain ratios within the range of the proposed Reverse Stock Split ratios on the number of shares of our Class A and Class B Common Stock authorized, outstanding, reserved for future issuance and not outstanding or reserved:


Status	Class of Stock	Number of Shares of Common Stock Authorized	Number of Shares of Common Stock Issued and Outstanding	Number of Shares of Common Stock Underlying Outstanding RSUs and Options	Number of Shares of Common Stock Reserved for Future Issuance (1)	Number of Shares of Common Stock Authorized but Not Outstanding, Underlying or Reserved (2)
Present State No-Reverse Stock Split	Class A	200,000,000	135,256,323	12,420,568	4,355,667	47,967,442
	Class B	75,000,000	4,045,199	0	0	70,954,801
Post-Reverse Stock Split Split Factor of 1:2	Class A	100,000,000	67,628,161	6,210,284	2,177,833	23,983,722
	Class B	37,500,000	2,022,599	0	0	35,477,401
Post-Reverse Stock Split Split Factor of 1:5	Class A	40,000,000	27,051,264	2,484,113	871,133	9,593,490
	Class B	15,000,000	809,039	0	0	14,190,961
Post-Reverse Stock Split Split Factor of 1:10	Class A	20,000,000	13,525,632	1,242,056	435,566	4,796,746
	Class B	7,500,000	404,519	0	0	7,095,481
Post-Reverse Stock Split Split Factor of 1:15	Class A	13,333,333	9,017,088	828,037	290,377	3,197,831
	Class B	5,000,000	269,679	0	0	4,730,321
Post-Reverse Stock Split Split Factor of 1:20	Class A	10,000,000	6,762,816	621,028	217,783	2,398,373
	Class B	3,750,000	202,259	0	0	3,547,741
Post-Reverse Stock Split Split Factor of 1:30	Class A	6,666,666	4,508,544	414,018	145,188	1,598,916
	Class B	2,500,000	134,839	0	0	2,365,161

(1) Excludes amounts shown in Column titled “Number of Shares of Common Stock Underlying Outstanding RSUs and Options.” Presently includes: (a) 3,820,709 available under the Audacy 2022 Equity Compensation Plan; and (b) 534,958 shares available under the Audacy Employee Stock Purchase Plan.

(2) Under our Amended and Restated Articles of Incorporation, we are generally not authorized to issue additional shares of Class B Common Stock. Additional shares of Class B Common Stock could only be issued to existing holders upon a future stock dividend, forward stock split or similar action that impacts the Class B Common Stock.

After the Effective Time of the Reverse Stock Split that the Committee elects to implement, our Class A and Class B Common Stock will have new CUSIP numbers.

Effect on our Authorized Preferred Stock and Class C Common Stock

The Reverse Stock Split, if implemented, will not affect the total authorized number of shares of our preferred stock or Class C Common Stock or the par value of our preferred stock or Class C Common Stock.

Effect on Outstanding Equity Awards, Equity Plans, and Employee Stock Purchase Plan

If the Reverse Stock Split is approved by our shareholders and the Committee decides to implement the Reverse Stock Split, as of the Effective Time, based on the Reverse Stock Split ratio selected by the Committee, proportionate adjustments will be made to all then-outstanding equity awards with respect to the number of shares of Class A Common Stock subject to

such awards and the exercise price thereof. In addition, the number of shares of Class A Common Stock available for issuance under the Plans will be proportionately adjusted for the Reverse Stock Split ratio selected by the Committee, such that fewer shares will be subject to the Plans.

Reduction in Stated Capital

Pursuant to the Reverse Stock Split, the par value of our Class A and Class B Common Stock will remain $0.01 per share. As a result of the Reverse Stock Split, at the Effective Time, the stated capital on our balance sheet attributable to our Class A and Class B Common Stock will be reduced in proportion to the size of the Reverse Stock Split, subject to a minor adjustment in respect of the treatment of fractional shares, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Our shareholders’ equity, in the aggregate, will remain unchanged.

Shares Held in Book-Entry and Through a Broker, Bank or Other Holder of Record

The combination of, and reduction in, the number of our outstanding shares of Class A and Class B Common Stock as a result of the Reverse Stock Split will occur automatically at the Effective Time without any additional action on the part of our shareholders.

Upon the Reverse Stock Split, we intend to treat shareholders holding shares of our Class A Common Stock in “street name” (that is, through a broker, bank or other holder of record) in the same manner as registered shareholders whose shares of our Class A Common Stock are registered in their names. Brokers, banks or other holders of record will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Class A Common Stock in “street name”; however, these brokers, banks or other holders of record may apply their own specific procedures for processing the Reverse Stock Split. If you hold your shares of our Class A Common Stock with a broker, bank or other holder of record, and you have any questions in this regard, we encourage you to contact your holder of record.

If you hold registered shares of our Class A or Class B Common Stock in a book-entry form, you do not need to take any action to receive your post-Reverse Stock Split shares of our Class A or Class B Common Stock, respectively, in registered book-entry form or your cash payment in lieu of fractional shares, if applicable. If you are entitled to post-Reverse Stock Split shares of our Class A or Class B Common Stock, a transaction statement will automatically be sent to your address of record as soon as practicable after the Effective Time indicating the number of shares of our Class A or Class B Common Stock you hold. In addition, if you are entitled to a payment of cash in lieu of fractional shares, a check will be mailed to you at your registered address as soon as practicable after the Effective Time. By signing and cashing this check, you will warrant that you owned the shares of our Class A or Class B Common Stock for which you received a cash payment (see “Fractional Shares”).

If you hold any of your shares of our Class A or Class B Common Stock in certificate form, you will receive a transmittal letter from our transfer agent as soon as practicable after the Effective Time. The transmittal letter will be accompanied by instructions specifying how you can exchange your certificate representing the pre-Reverse Stock Split shares of our Class A or Class B Common Stock for either: (1) a certificate representing the post-Reverse Stock Split shares of our Class A or Class B Common Stock, as applicable, or (2) post-Reverse Stock Split shares of our Class A or Class B Common Stock, as applicable, in a book-entry form, evidenced by a transaction statement that will be sent to your address of record indicating the number of shares of our Class A or Class B Common Stock you hold, in each case together with any payment of cash in lieu of fractional shares to which you are entitled. Beginning at the Effective Time of the Reverse Stock Split, each certificate representing pre-Reverse Stock Split shares of our Class A or Class B Common Stock will be deemed for all corporate purposes to evidence ownership of post-Reverse Stock Split shares. If you are entitled to a payment of cash in lieu of fractional shares, payment will be made as described under “Fractional Shares.”

Shareholders should not destroy any share certificate(s) and should not submit any share certificate(s) until requested to do so.

Interests of Certain Persons in Matters to be Acted Upon

No officer or director has any substantial interest, direct or indirect, by security holdings or otherwise, in the Reverse Stock Split that is not shared by all of our other shareholders.

Reservation of Right to Delay the Filing of the Amendment, or Abandon the Reverse Stock Split

The Committee reserves the right, notwithstanding shareholder approval of this Proposal 2 and without further action by the shareholders, to elect not to proceed with the Reverse Stock Split if the Committee, in its sole discretion, determines that

it is no longer in our best interests to proceed with the Reverse Stock Split. Such determination will be based upon factors the Committee then deems appropriate, including our then current Class A Common Stock price, the existing and expected marketability and liquidity of our Class A Common Stock, prevailing market conditions, rule changes and/or guidance by the NYSE, and the likely effect on the market price of our Class A Common Stock.

Required Vote; Effect of Proposal

The affirmative vote of a majority of the votes cast by all Class A and Class B Common Stock holders entitled to vote on this item at the Annual Meeting, voting as a single class, is required for approval of this Proposal 2. Proxies solicited by our Board will be voted for approval of this Proposal 2 unless otherwise specified.

No Dissenters’ Rights

Under Pennsylvania law, shareholders have no rights to exercise dissenters’ rights of appraisal with respect to the Reverse Stock Split.

No Going Private Transaction

Notwithstanding the decrease in the number of outstanding shares following the proposed Reverse Stock Split, our Board does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Material U.S. Federal Tax Consequences of the Reverse Stock Split

The following discussion is a summary of material U.S. federal income tax consequences of an implemented Reverse Stock Split to U.S. Holders (as defined below). This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), and judicial decisions in each case in existence on the date hereof, all of which are subject to change. Any such change could apply retroactively and could adversely affect the tax consequences described below. No assurance can be given that the IRS will agree with the consequences described in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation. No advance tax ruling has been or will be sought or obtained from the IRS regarding the tax consequences of the transactions described herein.

For purposes of this summary, a “U.S. Holder” is a beneficial owner of shares of our Class A or Class B Common Stock that is (a) an individual who is a citizen of the United States or who is resident in the United States for U.S. federal income tax purposes, (b) an entity that is classified for U.S. federal income tax purposes as a corporation and that is organized under the laws of the United States, any state thereof, or the District of Columbia, or is otherwise treated for U.S. federal income tax purposes as a domestic corporation, (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (d) a trust (i) whose administration is subject to the primary supervision of a court within the United States and all substantial decisions of which are subject to the control of one or more United States persons as described in Section 7701(a)(30) of the Code (“United States persons”), or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

This summary does not discuss all U.S. federal income tax considerations that may be relevant to U.S. Holders in light of their particular circumstances or that may be relevant to certain beneficial owners that may be subject to special treatment under U.S. federal income tax law (for example, tax-exempt organizations, S corporations, partnership and other pass through entities (and investors therein), mutual funds, insurance companies, banks and other financial institutions, dealers in securities, brokers or traders in securities, commodities or currencies, that elect to use a mark-to-market method of accounting, real estate investment trusts, regulated investment companies, individual retirement accounts, qualified pension plans, persons who hold shares of our Class A Common Stock as part of a straddle, hedging, constructive sale, conversion, or other integrated transaction, U.S. Holders that have a functional currency other than the U.S. dollar, and persons who acquired shares of our Class A Common Stock as a result of the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan). Furthermore, this summary does not discuss any alternative minimum tax consequences or the Medicare contribution tax on net investment income and does not address any aspects of U.S. state or local or non-U.S. taxation. This summary only applies to those beneficial owners that hold shares of our Class A or Class B Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment).

If an entity classified for U.S. federal income tax purposes as a partnership owns shares of our Class A Common Stock, the tax treatment of a member of the entity will depend on the status of the member and the activities of the entity and such member. The tax treatment of such an entity, and the tax treatment of any member of such an entity, are not addressed in

this summary. Any entity that is classified for U.S. federal income tax purposes as a partnership and that owns shares of our Class A Common Stock, and any members of such an entity, are encouraged to consult their tax advisors.

BENEFICIAL OWNERS OF SHARES OF OUR CLASS A OR CLASS B COMMON STOCK ARE ENCOURAGED TO SEEK ADVICE FROM THEIR OWN TAX ADVISORS REGARDING THE INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TAKING INTO ACCOUNT THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT ARISING UNDER THE U.S. FEDERAL INCOME, ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

We intend to take the position that the Reverse Stock Split constitutes a recapitalization for U.S. federal income tax purposes pursuant to Section 368(a)(1)(E) of the Code. Assuming the Reverse Stock Split qualifies as a recapitalization:

•a U.S. Holder will not recognize gain or loss on the Reverse Stock Split, except with respect to any cash received in lieu of a fractional share of our Class A or Class B Common Stock;

•the aggregate tax basis of the shares of our Class A or Class B Common Stock received by a U.S. Holder in the Reverse Stock Split will be equal to the aggregate tax basis of the shares exchanged therefor (excluding any portion of such basis allocable to a fractional share);

•the holding period of the shares of our Class A or Class B Common Stock received by a U.S. Holder in the Reverse Stock Split will include the holding period of the shares exchanged therefor;

•a U.S. Holder that receives cash in lieu of a fractional share of our Class A or Class B Common Stock pursuant to the Reverse Stock Split will be treated as having received the fractional share pursuant to the Reverse Stock Split and then as having sold such fractional share for cash to a third party and accordingly should recognize taxable gain or loss in an amount equal to the difference, if any, between the amount of cash received and the portion of such U.S. Holder’s aggregate adjusted tax basis in the shares of our Class A or Class B Common Stock surrendered that is allocated to such fractional share; and

•such capital gain or loss will be short term if the pre-reverse split shares were held for one year or less at the Effective Time of the Reverse Stock Split and long term if held for more than one year.

U.S. Treasury regulations provide detailed rules for allocating the tax basis and holding period among shares of common stock which were acquired by a shareholder on different dates and at different prices. U.S. Holders that acquired shares of our Class A or Class B Common Stock on different dates or at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period among such shares.

Payments of cash made in lieu of a fractional share of our Class A or Class B Common Stock may, under certain circumstances, be subject to information reporting and backup withholding. To avoid backup withholding, each holder of our Class A or Class B Common Stock that does not otherwise establish an exemption should furnish on applicable IRS forms its taxpayer identification number and comply with the applicable certification procedures.

Backup withholding is not an additional tax and amounts withheld will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided the required information is timely furnished to the IRS. Holders of our Class A or Class B Common Stock should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.

RECOMMENDATION OF THE BOARD OF DIRECTORS

Our Board of Directors unanimously recommends that you vote “FOR” approval of an amendment to our Amended and Restated Articles of Incorporation to effect a Reverse Stock Split, at the Committee’s discretion.

PROPOSAL 3


ADVISORY VOTES ON EXECUTIVE COMPENSATION

DESCRIPTION OF PROPOSAL

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires that the Company’s shareholders have the opportunity to cast a non-binding advisory vote regarding the approval of the compensation disclosed in this proxy statement of the Company's executive officers who are named in the Summary Compensation Table (the “Named Executive Officers”).

The Company believes that the compensation policies for the Named Executive Officers are designed to attract, motivate and retain talented executive officers and are aligned with the long-term interests of the Company's shareholders. This advisory shareholder vote, commonly referred to as a “Say On Pay” vote, gives shareholders the opportunity to approve or not approve the compensation of the Named Executive Officers that is disclosed in this proxy statement by voting for or against the following resolution (or by abstaining with respect to the resolution):

RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Because your vote is advisory, it will not be binding on either the Board of Directors or the Company. The Company's Compensation Committee will, however, consider the outcome of the shareholder vote on this proposal when making future executive compensation arrangements.

RECOMMENDATION OF THE BOARD OF DIRECTORS

Our Board of Directors unanimously recommends that you vote “FOR” the adoption of the above stated Resolution.

PROPOSAL 4


ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

SEC Form DEF 14A filed by Audacy