Emmis Announces Results of Shareholder Meeting

For Immediate Release
Contact: Emmis Investor Relations, IR@emmis.com

INDIANAPOLIS, IN — (PR Newswire – August 29, 2023) – Emmis Corporation (OTC: EMMS) (formerly Emmis Communications) announced overwhelming support from shareholders to amend its articles of incorporation, as outlined in its proxy statement.

“I am grateful to the Emmis shareholders for their tremendous support of our proposal to amend our articles of incorporation, which will give us the opportunity to return significant capital, invest in our current businesses and seek new ventures,” Emmis Chairman and Founder Jeff Smulyan said.

Also at the meeting, shareholders re-elected Emmis board of directors Richard A. Leventhal, Lawrence B. Sorrel, and Michael W. Schechter (Class A Director) and ratified the selection of Ernst & Young, LLP as Emmis’ independent auditor for the fiscal year ended February 29, 2024.

The Third Amended and Restated Articles of Incorporation (“Third A/R Articles”) principally permit the redemption of Emmis’ Class A Common Stock at the price of $6.00 per share during the first year following August 29, 2023, $6.50 per share during the second year, and $7.25 per share during the third year, with each price subject to adjustment as specified in the Third A/R Articles.  The Third A/R Articles also require the redemption of the Class A Common Stock if sufficient funds from asset sales and other sources are accumulated in an escrow account during the three-year redemption period to fully fund the applicable redemption price on all Class A Common Stock.  Emmis has two classes of Common Stock, with the Class A Common Stock traded on the OTC Market and the Class B Common Stock solely owned by Emmis’ Chairman, CEO and Founder, Jeffrey H. Smulyan.  If all the Class A Common Stock is not redeemed by August 29, 2026, all funds in the escrow account (net of reasonable reserves) would be distributed to shareholders either as a dividend or through a partial redemption of the Class A Common Stock.  As a condition to the adoption of the proposed amendments, Mr. Smulyan has entered into a voting agreement pursuant to which he has relinquished his right to block a liquidation of the company if all the Class A Common Stock has not been redeemed by August 29, 2026.

Previously, Emmis’ board of directors declared a special dividend of $0.50 per share of common stock that will be paid on September 22, 2023, to all holders of record of Emmis’ Common Stock as of September 13, 2023.

 About Emmis Corporation

Emmis Corporation (formerly Emmis Communications) is a long-time owner and operator of media, sports, entertainment, and other diversified operations, including Lencore, the world leader in high-quality sound masking solutions for offices and other commercial applications; and a controlling interest in Digonex, which provides dynamic pricing solutions for attractions, performing arts organizations, and other industries, as well as one AM and one FM radio station in New York City. Emmis also has an investment in Anzu, the most advanced intrinsic in-game advertising solution for PC, console, mobile, and cloud-based video games.

 Forward Looking Statements

This press release includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.  Forward looking statements may be identified by the use of words such as “intend”, “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters.  These forward looking statements include any statements regarding the Company’s strategic and operational plan, including the intention to submit the proposed amendment to shareholders and enter into the voting agreement, and expected financial performance. Forward looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved.  Forward looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward looking statements.  Emmis does not intend, and undertakes no duty, to update this information to reflect future events or circumstances.  

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