Townsquare Media (TSQ) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 11, 2026, to be held virtually, with voting on director elections, auditor ratification, executive compensation, and the frequency of say-on-pay votes.

• Shareholders of record as of March 18, 2026, are eligible to vote and participate.

• Proxy materials and annual reports are available online, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Four proposals: election of two Class III directors, ratification of BDO USA, P.C. as auditor, advisory approval of executive compensation, and advisory vote on frequency of say-on-pay (recommended every three years).

• Board recommends voting for all proposals and for a three-year frequency on say-on-pay.

Board of directors and corporate governance

• Board consists of seven directors, divided into three classes with staggered three-year terms.

• Five of seven directors are independent; CEO and Executive Chairman are not.

• Board committees (Audit, Compensation, Nominating/Governance) are composed solely of independent directors.

• Regular executive sessions are held with only independent directors.

• Majority voting policy requires directors receiving more withhold than for votes to tender resignation.