📄 What This Document Is 📜

This document is a Definitive Proxy Statement (DEF 14A), which is essentially an official roadmap for the company's annual shareholder meeting. Think of it as a comprehensive guidebook that tells you what decisions the company's leadership wants the stockholders to approve.

The purpose is to obtain votes for several key corporate matters, such as electing new board members and ratifying the company's independent accounting firm. The company, Entravision Communications Corporation, is holding its 2026 Annual Meeting of Stockholders, which is scheduled for Thursday, May 28, 2026, and will be held virtually only.

👉 What you need to know: The company’s Board of Directors recommends voting "FOR" every single proposal listed in this document.

🏢 What The Company Does 📺

While the proxy statement focuses heavily on governance, we know Entravision Communications Corporation is a large entity operating in the media and communications sector. 📡

The document highlights that the company has a long history, with its predecessor entities involved in television and audio businesses. Its operations require sophisticated corporate oversight, which is why the Proxy Statement spends so much time detailing its board structure and governance rules.

👉 Why it matters: Because Entravision operates in a highly scrutinized industry (media/broadcasting), the company must spend significant time and detail ensuring that its internal governance practices are transparent and legally sound.

🗳️ Key Proposals for the 2026 Meeting ✨

The meeting will require stockholders to vote on four major, distinct proposals. All proposals are recommended by the Board of Directors to be approved.

🗳️ Election of Directors

This proposal asks stockholders to elect seven directors to the Board of Directors. These individuals will serve until the 2027 annual meeting.

• The Nominees: The Board has nominated seven people: Paul Anton Zevnik, Brad Bender, Martha Elena Diaz, Thomas Strickler, Gilbert R. Vasquez, Fehmi Zeko, and Michael Christenson.
• Why it matters: The Board is proactively managing its leadership. Electing new directors ensures the company has diverse experience and continued oversight.

⚛️ Ratification of the Independent Auditor

Stockholders are asked to vote on whether to ratify the appointment of Deloitte & Touche, LLP as the company's independent public accounting firm for the fiscal year ending December 31, 2026.

• The Cost: Deloitte charged a total of $2,795,000 in 2024 and $1,910,000 in 2025.
• Why it matters: This vote affirms that shareholders trust the accounting firm to properly oversee the company's financial books, which is critical for investor confidence.

💰 Advisory Compensation Vote ("Say-on-Pay")

Stockholders have the chance to vote on, in an advisory, non-binding manner, the compensation of the company’s named executive officers.

• What it means: This is commonly called a "say-on-pay" vote. While the vote is non-binding (the company isn't legally forced to follow the vote), the Board notes that it values stockholder input and may use the results to make changes.
• Why it matters: This allows investors to voice their opinion on whether the current executive compensation structure is appropriate, thereby influencing future management decisions.

💡 Amending the Equity Incentive Plan

This proposal requests approval to amend and restate the company's 2004 Equity Incentive Plan. The specific goal is to increase the number of authorized Class A common stock shares by 6,000,000 shares.

• Why it matters: Companies frequently need to expand their share pool to grant stock options or restricted stock units to employees and executives. This keeps the compensation plan current and flexible.

👥 Board Structure and Leadership ♟️

The Board of Directors is the governing body that oversees the company. The current Board consists of eight members, and the nominated slate of seven directors is designed to ensure experienced oversight.

• Leadership Structure: Paul Zevnik is designated as the Chair and the independent "lead" director. Michael Christenson serves as both a Director and the Chief Executive Officer.
• Governance Committees: The Board relies on three specialized committees to handle risk and oversight:
  • Audit Committee: (Chair: Gilbert R. Vasquez) Responsible for reviewing accounting practices and investigating financial misconduct.
  • Compensation Committee: (Chair: Martha Elena Diaz) Handles the company's compensation and employee benefit plans.
  • Nominating/Corporate Governance Committee: (Chair: Paul Anton Zevnik) Oversees the company’s rules, corporate best practices, and nominating potential board members.

🏛️ Corporate Governance Rules 📜

The proxy statement contains significant sections detailing the formal rules of operation. These rules are designed to protect the company and its investors from mismanagement.

• Director Independence: The Board affirms that a majority of directors meet NYSE independence standards. They also make determinations that directors like Thomas Strickler, Gilbert R. Vasquez, Fehmi Zeko, Paul Anton Zevnik, Martha Elena Diaz, and Brad Bender are independent.
• Conflict Prevention: The Board has adopted strict policies regarding Insider Trading. These policies prohibit all directors, officers, and employees from short-selling Entravision stock or engaging in anti-hedging or anti-pledging transactions using company securities.
• Director Ownership Guidelines: To ensure their interests are aligned with shareholders, directors must accumulate and hold company stock equal to at least four times the value of the regular annual cash retainer.
• Whistleblower Protection: The Audit Committee has established procedures allowing any employee or non-employee to confidentially report concerns about accounting or financial impropriety using a toll-free hotline.

👨‍💼 Director Biographies and Expertise 📚

The biographies of the directors provide a deep look into the collective expertise that will guide the company. This shows the Board is building a slate with highly diverse and specialized skills.

• Paul Anton Zevnik: Brings extensive legal background (Harvard Law School) and decades of experience in the formation and growth of media businesses.
• Brad Bender: Offers deep, modern knowledge of the global digital advertising industry, having served in various roles at Alphabet Inc. (Google).
• Martha Elena Diaz: Provides specialized international experience in Latin American media, marketing, and operational management.
• Michael Christenson: Brings a strong executive background, having served as President and COO of New Relic, Inc. and having experience with major financial institutions like Citigroup.

🗓️ Critical Dates and Logistics 📨

Knowing when and how to participate is crucial. The meeting details are clear, but the process requires careful attention.

• Record Date: The date of April 13, 2026, determines which stockholders are officially entitled to vote at the meeting.
• Annual Meeting Date: May 28, 2026, at 10:00 a.m. PDT.
• Format: It is a virtual meeting only, meaning there is no physical location.
• Question Submission: Stockholders can submit questions from 12:00 a.m. PDT until 9:30 a.m. PDT on May 28, 2026, via the specified web link.

🔗 Where to Get More Information 🌐

The filing provides numerous contacts and digital links for ongoing communication.

• Corporate Website: Information can be found at https://investor.entravision.com.
• Annual Meeting Link: Details on attending the virtual meeting are available at https://www.entravision.com/investor/annual-meeting/.
• Contact Email: Stockholder correspondence can be sent to [email protected].
• Calling for Support: If technical help is needed for the virtual meeting, participants can call (888) 724-2416 (toll-free in the US) or +1 (781) 575-2748 (international).

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🧠 The Analogy 🎯

Thinking of a corporation like a massive cruise ship, the 2026 Annual Meeting is the yearly mandatory inspection. 🚢 The Proxy Statement is the checklist for the Captain and the crew. The proposals are all the "system upgrades" (like upgrading the engine with a new auditor) or "personnel changes" (like electing new Board members) that must be approved to ensure the ship remains seaworthy, legal, and ready for the next voyage.

🧩 Final Takeaway 🏁

This proxy statement is a highly detailed governance document designed to seek shareholder approval for key structural changes, including board members, auditor appointments, and compensation plans. For stockholders, the main takeaway is to carefully review the four proposals and understand the Board's strong recommendation to vote "FOR" everything.