Mediaco Holding Inc. Reports 2026 Annual Meeting Vote Results

What Happened

• Mediaco Holding Inc. filed an 8-K (Item 5.07) reporting the results of its 2026 annual meeting held on August 7, 2026. Shareholders elected directors, approved an amendment to the 2025 Equity Compensation Plan, cast an advisory vote on executive compensation, and ratified the selection of Deloitte & Touche LLP as auditors.
• Certified vote totals reported: Jacqueline Hernández (Class A) — 71,087,304 votes for, 8,156 withheld, 1,597,196 broker non‑votes; Mary Beth McAdaragh (Class B) — 54,131,970 votes for (no withheld votes reported); Amit Thakrar — 125,075,542 votes for, 151,888 withheld, 1,597,196 broker non‑votes. The equity‑plan amendment passed; the advisory vote on named executive officer compensation received more votes against than for. Deloitte was ratified as the independent registered public accountant for FY 2026. The 8‑K was filed August 12, 2026 and signed by Roberto Castro, Interim CFO.

Key Details

• Annual meeting date: August 7, 2026; 8‑K filed: August 12, 2026.
• Director elections (three directors elected to three‑year terms):
  • Jacqueline Hernández: 71,087,304 for / 8,156 withheld / 1,597,196 broker non‑votes.
  • Mary Beth McAdaragh: 54,131,970 for (no withheld votes reported).
  • Amit Thakrar: 125,075,542 for / 151,888 withheld / 1,597,196 broker non‑votes.
• Proposal 2 (amend 2025 Equity Compensation Plan): Approved — 125,167,721 for / 58,478 against / 1,231 abstentions; 1,597,196 broker non‑votes.
• Proposal 3 (advisory vote on named executive officer compensation): Votes for were 35,615,954 vs. votes against 52,634,089 (with 558,842 abstentions and 1,597,196 broker non‑votes) — more shareholders voted against than for.
• Proposal 4 (ratify auditor): Deloitte & Touche LLP ratified — 126,796,718 for / 11,122 against / 16,786 abstentions.

Why It Matters

• Governance: Directors were re/elected, confirming board composition for the next three years. The advisory "say‑on‑pay" vote attracted a majority against the executive compensation package, which is a non‑binding outcome but a clear shareholder signal that the company and its board may need to address compensation practices or engage with investors.
• Compensation and dilution: Approval of the 2025 Equity Compensation Plan amendment allows the company to continue or expand equity awards, which can affect future share dilution and executive incentives.
• Audit continuity: Ratification of Deloitte provides continuity in external audit services for fiscal 2026.
• Next steps for investors: The failed advisory vote is a governance red flag that may prompt board responses or disclosures in future filings; shareholders should watch subsequent proxy statements, compensation committee communications, and any company actions addressing investor concerns.