---
schema_version: "secwatch.filing_event.v1"
accession: "0001499832-26-000034"
form_type: "8-K"
ticker: "TSQ"
cik: "0001499832"
company_name: "Townsquare Media, Inc."
filed_at: "2026-05-12T20:20:26+00:00"
generated_at: "2026-05-12T20:21:43.430387+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Townsquare Media shareholders elect directors, approve auditor, say-on-pay at annual meeting

## Summary
- Stephen Kaplan elected with 14.1M for, 2.2M withheld; Bill Wilson 16.2M for, 120.6K withheld.
- Ratification of BDO USA as auditor for FY 2026 passed with 20.0M for, 8.3K against, 21.9K abstain.
- Advisory approval of 2025 named executive officer compensation: 14.6M for, 1.7M against, 37.4K abstain.
- Shareholders favored 3-year frequency for say-on-pay (11.7M for 3-year vs 4.5M for 1-year); board adopts 3-year cycle.

## SEC filing metadata
- accession: 0001499832-26-000034
- form_type: 8-K
- ticker: TSQ
- cik: 0001499832
- company_name: Townsquare Media, Inc.
- filed_at: 2026-05-12T20:20:26+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1499832/000149983226000034/0001499832-26-000034-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1499832/000149983226000034/tsq-20260511.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001499832-26-000034
- JSON: https://secwatch.observer/filing/0001499832-26-000034.json
- Plain text: https://secwatch.observer/filing/0001499832-26-000034.txt

## Key facts
- Shareholder Votes
  Townsquare Media, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2026-05-11 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-05-11
  source text: Stockholders ratified the appointment of BDO USA, P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows: For Against Abstain 20,028,751 8,330 21,906
  evidence_url: https://www.sec.gov/Archives/edgar/data/1499832/000149983226000034/0001499832-26-000034-index.htm
- Shareholder Votes
  Townsquare Media, Inc. shareholders approved Advisory Vote on the Frequency of the Advisory Vote on Named Executive Officer Compensation at the 2026-05-11 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2026-05-11
  source text: Stockholders approved, on an advisory basis, a three-year frequency for the advisory vote on named executive officer compensation. The voting results were as follows: 1-year 2-years 4,491,780 53,164 3-years Abstain 11,718,487 26,900
  evidence_url: https://www.sec.gov/Archives/edgar/data/1499832/000149983226000034/0001499832-26-000034-index.htm
- Shareholder Votes
  Townsquare Media, Inc. shareholders approved Election of Class III Directors at the 2026-05-11 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-05-11
  source text: Stockholders approved the election of Stephen Kaplan and Bill Wilson, each to serve as a director for a three-year term expiring at the 2029 Annual Meeting of Stockholders (and until his successor is duly elected and qualified). The voting results for this proposal were as follows: For Withheld Broker Non-Votes Stephen Kaplan 14,115,299 2,175,032 3,768,656 Bill Wilson 16,169,766 120,565 3,768,656
  evidence_url: https://www.sec.gov/Archives/edgar/data/1499832/000149983226000034/0001499832-26-000034-index.htm
- Shareholder Votes
  Townsquare Media, Inc. shareholders approved Advisory Vote on the 2025 Compensation of the Company’s Named Executive Officers at the 2026-05-11 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-05-11
  source text: Stockholders approved, on an advisory basis, the 2025 compensation of the Company’s named executive officers. The voting results were as follows: For Against Abstain Broker Non-Votes 14,577,117 1,675,802 37,412 3,768,656
  evidence_url: https://www.sec.gov/Archives/edgar/data/1499832/000149983226000034/0001499832-26-000034-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.