Welcome to the 2026 Annual Meeting of Stockholders of Townsquare Media, Inc. I would now like to turn the meeting over to the company's CEO, Bill Wilson.
Welcome, and thank you for coming to the 2026 Annual Meeting of Stockholders of Townsquare Media, Inc., which we are holding virtually via live webcast. I am Bill Wilson, Chief Executive Officer and a director of the company, and I will act as the chairman of this meeting. Thank you for joining us this morning. The rules of conduct for this meeting, as well as the certified list of stockholders of record entitled to vote at this meeting, are available for you to access on the virtual meeting website. If you encounter technical difficulties, please call the technical support number posted on the login page. The meeting will proceed as follows. First, I will make some introductions and cover a few procedural matters. Next, we will conduct the formal business of the meeting, after which we will announce the preliminary results of the vote.
Finally, following the conclusion of the meeting, I will provide an opportunity for stockholders to ask questions. I would first like to introduce Stuart Rosenstein, Executive Vice President, Chief Financial Officer, and Secretary, who is present today. Mr. Rosenstein and I have been appointed as proxies for those stockholders who have submitted their votes by proxy. Let me also introduce John Tucci from BDO USA, P.C., who is present telephonically. Now let me cover the procedural matters. Stuart Rosenstein will act as Secretary of the meeting.
Mr. Rosenstein has in his possession the following documents: the certified list of stockholders of record entitled to vote at this meeting, the notice of meeting, form of proxy, and proxy statement, together with the affidavit of mailing of the proxy materials by Broadridge Financial Solutions to each person who is a record holder of Class A or Class B common stock as of the close of business on March 18th, 2026, the record date. Mr. Rosenstein, please see that all such materials, including the affidavit of mailing, are filed in the corporate records. Pursuant to the company's bylaws, Maria Rizzuti, a representative of Broadridge Financial Solutions, has been appointed Inspector of Elections to supervise the voting. Ms. Rizzuti has signed an oath of office, and the secretary will file a copy of her oath with the records of the meeting.
With the procedural matters out of the way, we can now begin the business of today's meetings. I have been advised that a preliminary count of proxies for the meeting indicates that we have a quorum, and therefore, I declare the meeting officially convened. We have four matters to be acted upon today. At this meeting, you will be asked, one, to elect two Class III directors named in the company's 2026 proxy statement to the company's board. Two, to ratify the appointment of BDO USA, P.C. as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. Three, to approve on an advisory basis the 2025 compensation of the company's named executive officers. Four, to approve on an advisory basis the frequency of the advisory vote on a named executive officer compensation.
The time is now 11:03 A.M. Eastern. The polls for all proposals are now open. If you previously voted by the Internet, phone or mail, you do not need to take any additional action. Any stockholder who has logged on using a 16-digit number, control number and wants to vote during this meeting or previously voted and wants to change his or her vote may do so now on the virtual meeting website. We will now present the proposals and answer questions regarding the proposals, following which time the polls will promptly close. To submit questions, please do so on the virtual meeting website and include your name and your status as a stockholder of record or proxy holder of a stockholder of record when submitting your question or comment.
We will answer questions on matters in the agenda to be voted on by the stockholders at this meeting and proceed before the polls are closed. After the polls close, we will announce the preliminary results of today's meetings and conclude today's formal business. Thereafter, we will address appropriate questions from stockholders relevant to the company other than the proposals presented today. Holders of record of Class A common stock and Class B common stock at the close of business on March 18th, 2026, the record date, are entitled to vote on each matter, and there is no cumulative voting. Each share of Class A common stock entitles the holder to one vote for each proposal, and each share of Class B common stock entitles the holder to 10 votes for each proposal. Directors are elected by plurality of votes cast at this meeting or by proxy.
The auditor ratification proposal, the advisory approval of the 2025 compensation of the company's named executive officers, and the advisory approval of the frequency of the advisory vote on named executive officer compensation each require the approval of a majority in voting power of the shares of capital stock present online or represented by proxy at this meeting and entitled to vote thereon. The first item of business is to elect two Class III directors to serve on the company's board of directors. Excuse me. The board of directors has nominated Stephen Kaplan and me, Bill Wilson, to be elected as directors of the company, each to serve a three-year term and until the respective successors are duly elected and qualified, or until such director's earlier retirement, resignation, or other termination of service. A description of each nominee is included in the proxy statement.
The board recommends that stockholders vote for all nominees. As no other persons were nominated in accordance with the company's governing documents, we will not be considering any other nominations at this meeting. The second item of business is the ratification of appointment of BDO USA, P.C. as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. This proposal is described in detail in the proxy statement. The board recommends that stockholders vote for this ratification appointment of BDO USA, P.C. John Tucci from BDO USA, P.C. is present at the meeting to respond to appropriate questions of the stockholders. The third item of business is the advisory approval of the 2025 compensation of the company's named executive officers. This proposal is described in detail in the proxy statement.
The board recommends that stockholders vote for the approval of the 2025 compensation of the company's named executive officers. The fourth item of business is the advisory approval of the frequency of advisory vote on the named executive officer compensation. This proposal is described in detail in the proxy statement. The board recommends that stockholders vote for a three-year frequency for the advisory vote on named executive officer compensation. No other business was properly brought before this meeting, no other business will be voted on at today's meeting. We will now answer appropriate questions on proposals number one through four in accordance with the rules of conduct. The polls will close promptly following questions and answers on the proposals. If you have any questions on such proposals and have not done so already, please promptly submit any questions on the virtual meeting website.
Please include your name and your status as a stockholder of record or proxy holder for a stockholder of record when submitting your questions. I'll now pause for any questions. Given that we have no questions on the proposals, I now declare the polls closed at 11:08 A.M. Eastern. I will now call on the Secretary of the Company to report the preliminary results of this meeting as provided by the Inspector of Elections. Stuart, the results, please.
Sure. Each of Stephen Kaplan and Bill Wilson has been elected as a Class III director. The proposal to ratify the appointment of BDO USA, P.C. as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026 has been approved. The advisory approval of the 2025 compensation of the company's named executive officers has been approved. A frequency of three years for the advisory vote on named executive officer compensation has been approved. We intend to file with the SEC Form 8-K with the final results of the voting within four business days of this meeting. The report and certificate of the Inspector of Elections will be filed with the minutes of this meeting.
Thank you, Stuart. We have concluded the stated business of the meeting. The meeting is now adjourned. We will now proceed with the informal portion of the meeting. At this time, I welcome any appropriate questions that stockholders may have relevant to the company other than the proposals presented today. Please include your name and your status as a stockholder of record or proxy holder for a stockholder of record when submitting your question or comment. I'll now pause for questions. The first question is from Michael Orange Hills, which states, "On your recent earnings call, you said the company's goal is to, quote, 'To get into the low threes over the next several years,' unquote, referring to leverage, while also maintaining the current dividend.
Given reported net leverage of 5.27x , cash of approximately $2 million and limited residual cash flow after interest CapEx and dividend payments, can you help shareholders understand what specifically will enable the company to achieve that deleveraging target under the current capital allocation framework? Stuart, I'll let you answer that.
Okay. Hi, Michael. Thank you for the question. Yes. We have $457 million worth of debt outstanding today. We have scheduled mandatory amortization payments each year of $12 million, $13 million, $17 million, and then before the bank debt becomes due the last year of, like, $18 million. Currently, the bank debt is trading at a discount in the low to mid seventies. Basically, you know, for $15 million of pay down of actual cash, we get to reduce our bank debt by a little over $20 million. Over the next several years, the next three to four years, we plan on paying down between mandatory and voluntary prepayments or payments, $15 million, $20 million, $25 million.
That will, over the next three to four years, reduce our balance between $85 million and $100 million, getting us down to about $350 million. Our EBITDA is growing nicely. At that point, I think before it comes time to refinance, we should be down in the low threes, somewhere between 3.2x and 3.44x leverage. Hopefully that answered your question, Michael.
Thank you, Stuart. I appreciate that. I'll pause. There are no further questions. I'll give it another few seconds. All right. No other questions today. I would again like to thank everybody for joining us today and hearing about Townsquare. We appreciate your continued interest and support.
Thank you. The 2026 annual meeting of stockholders of Townsquare Media Inc. is now complete. At this time, you may disconnect from the meeting. Thank you for attending and have a wonderful rest of your day.