What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-24 compared with 2021-03-30 · 42 added, 37 removed, 107 unchanged (42% of the section changed)

20 unchanged sentences

Based on such evaluation, management has concluded that its internal control over financial reporting is effective as of December 31, 2021.

Smulyan Chairman and Chief Executive Officer

Hornaday Executive Vice President, Chief Financial Officer and Treasurer

OTHER INFORMATION

Effective March 30, 2021, the Company amended Section 2.1 of its Amended and Restated Code of By-Laws to expressly permit meetings of shareholders to be by held means of remote communications.

Shareholder meetings may still also be held in person at the principal office of the Company or at such other place within or without the State of Indiana as may be fixed from time to time by the Board of Directors or the Chairman of the Board.

A copy of the Amended and Restated Code of By-Laws, as amended through the date of this Annual Report on Form 10-K, is attached hereto as Exhibit 3.2.

On March 18, 2022, the Company and SG Broadcasting agreed to amend the May 2021 SG Broadcasting Promissory Note to extend the Company’s ability to draw the remaining $3.0 million on the May 2021 SG Broadcasting Promissory Note from June 30, 2022 to June 30, 2023.

On March 23, 2022, the Board of Directors approved amendments to the Company’s Code of Bylaws to change the Company’s primary business address from One Emmis Plaza, Suite 700, 40 Monument Circle, Indianapolis, Indiana 46204 to 395 Hudson Street, 7 th Floor, New York, New York 10014 and to provide that meetings of the Company’s shareholders will be held in New York or such other place as the Board of Directors may determine, including by remote means.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

7 unchanged sentences

Equity Compensation Plan Information

The following table gives information about our common stock that may be issued upon the exercise of options, warrants and rights under our 2020 Equity Compensation Plan as of December 31, 2020.

Our shareholders have approved this plan.

The following table gives information about our common stock that may be issued upon the exercise of options, warrants and rights under our 2021 and 2020 Equity Compensation Plans as of December 31, 2021.

Our shareholders have approved these plans.

Number of Securities

to be Issued Upon Exercise of

Outstanding Options, Warrants

to be Issued Upon Exercise

of Outstanding Options,

Warrants and Rights

Weighted-Average Exercise

2 unchanged sentences

Number of Securities Remaining

for Future Issuance under

Equity Compensation

Available for Future Issuance

under Equity Compensation

Plans (Excluding Securities

9 unchanged sentences

PRINCIPAL ACCOUNTING FEES AND SERVICES

Our independent registered public accounting firm is Ernst & Young LLP , Indianapolis, IN , PCAOB ID 42 .

The information required by this item is incorporated by reference from the section entitled “Matters Relating to Independent Registered Public Accountants” in the proxy statement for the Annual Meeting of Shareholders expected to be filed within 120 days after the end of the fiscal year to which this report applies.

10 unchanged sentences

Description of Capital Stock

Employee Leasing Agreement, dated as of November 25, 2019, by and between Emmis Operating Company and MediaCo Holding Inc.*#

Management Agreement, dated as of November 25, 2019, by and between Emmis Operating Company and MediaCo Holding Inc.*#

Employment Agreement, effective as of July 1, 2021, by and between MediaCo Holding Inc.

and Rahsan-Rahsan Lindsay

MediaCo Holding Inc.

2021 Equity Compensation Plan

Definitive Proxy

Amended and Restated Promissory Note, dated as of February 28, 2020, by MediaCo Holding Inc.

in favor of SG Broadcasting LLC.

Unsecured Convertible Promissory Note, dated as of May 19, 2021, by MediaCo Holding Inc.

in favor of SG Broadcasting LLC.

Amendment No.

4 unchanged sentences

2 to Amended and Restated Term Loan Agreement, dated as of March 27, 2020, by and among MediaCo Holding Inc., the other parties designated as borrowers thereto, the financial institutions from time to time party thereto, and GACP Finance Co., LLC, a Delaware limited liability company, as administrative agent and collateral agent.

Loan Proceeds Participation Agreement, dated April 22, 2020, between MediaCo Holding Inc.

and Emmis Operating Company.

Form of Restricted Stock Agreement under 2020 Equity Compensation Plan.

2 unchanged sentences

3 to Amended and Restated Term Loan Agreement, dated as of August 28, 2020, by and among MediaCo Holding Inc., the other parties designated as borrowers thereto, the financial institutions from time to time party thereto, and GACP Finance Co., LLC, a Delaware limited liability company, as administrative agent and collateral agent.

Incorporated by Reference

Exhibit Description

Amendment No.

4 to Amended and Restated Term Loan Agreement, dated as of May 19, 2021, by and among MediaCo Holding Inc., the other parties designated as borrowers thereto, the financial institutions from time to time party thereto, and GACP Finance Co., LLC, a Delaware limited liability company, as administrative agent and collateral agent.

Amendment No.

1 to Unsecured Convertible Promissory Note, dated as of March 18, 2022, by and between MediaCo Holding Inc., and SG Broadcasting LLC.

Subsidiaries of MediaCo Holding Inc.

Consent of Independent Registered Public Accounting Firm

Powers of Attorney

Certification of Principal Executive Officer of MediaCo Holding Inc.

8 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Labels Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

* Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K.

The registrant will furnish a copy of any omitted schedule or exhibit as a supplement to the Commission or its staff upon request.

# Portions of this exhibit, marked by brackets, have been omitted pursuant to Item 601(b)(10) of Regulation S-K because they are both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.

The registrant undertakes to promptly provide an unredacted copy of the exhibit on a supplemental basis, if requested by the Commission or its staff.

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Labels Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Constitutes a management contract or compensatory plan or arrangement.

FORM 10-K SUMMARY

2 unchanged sentences

March 24, 2022

/s/ Jeffrey H.

/s/ Rahsan-Rahsan Lindsay

Rahsan-Rahsan Lindsay

Chief Executive Officer

1 unchanged sentence

March 24, 2022

/s/ Jeffrey H.

/s/ Rahsan-Rahsan Lindsay

Chief Executive Officer and Director

Rahsan-Rahsan Lindsay

(Principal Executive Officer)

5 unchanged sentences

/s/ Patrick M.

President and Director

March 24, 2022

Scott Enright

Executive Vice President, General Counsel and

Scott Enright

Secretary and Director

March 24, 2022

Andrew Glaze*

/s/ Andrew Glaze

March 24, 2022

/s/ Laura Lee

March 24, 2022

Mary Beth McAdaragh*

/s/ Mary Beth McAdaragh

Mary Beth McAdaragh

March 24, 2022

Deborah McDermott*

/s/ Deborah McDermott

Deborah McDermott

Scott Enright

Attorney-in-Fact

March 24, 2022

/s/ Jeffrey H.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures