SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant = Filed by a Party other than the Registrant=Á Check the appropriate box: Á Preliminary Proxy Statement Á Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement Á Definitive Additional Materials Á Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Urban One, Inc. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): Á No fee required. Á Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Á Fee paid previously with preliminary materials. Á Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, schedule or registration statement no.: (3) Filing party: (4) Date filed: 1 Urban One, Inc. 1010 Wayne Avenue, 14th Floor Silver Spring, Maryland 20910 301-429-3200 April 30, 2018 Dear Fellow Stockholder: You are cordially invited to attend the 2018 annual meeting of stockholders of Urban One, Inc. ("Urban One"), to be held on Tuesday, June 19, 2018 at 9:30 a.m. Eastern Time, at the Urban One/Radio One Offices at 8515 Georgia Avenue, Silver Spring, Maryland 20910. At this meeting, the Class A and Class B shareholders will be asked to vote on several proposals, all of which are described in detail in the attached proxy statement. Also made available are Urban One's Annual Report on Form 10-K for the year ended December 31, 2017 and, if you are a holder of Class A or Class B common stock, a proxy card. Whether or not you plan to attend the annual meeting in person, if you are a Class A or Class B shareholder, it is important that your shares be represented and voted at the meeting. Thus, we are offering you three voting methods apart from in person attendance: (i) by proxy; (ii) by internet voting; and (iii) by phone voting. If you choose to vote by proxy, after reading the attached proxy statement, please complete, sign, date and promptly return the proxy card in the enclosed self-addressed envelope. No postage is required if it is mailed in the United States. Submitting the proxy will not preclude you from voting in person at the annual meeting should you later decide to do so. Your cooperation in promptly returning your completed proxy is greatly appreciated. In addition to voting by proxy, you may use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time June 18, 2018. Online voting is available at www.proxyvote.com. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. Similarly, you may vote by phone by dialing 1-800-690-6903. Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time June 18, 2018. Have your proxy card in hand when you call and then follow the instructions. We look forward to seeing you at the annual meeting. Sincerely, Alfred C. Liggins, III Chief Executive Officer 2 Urban One, Inc. 1010 Wayne Avenue, 14th Floor Silver Spring, Maryland 20910 301-429-3200 _______________ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 19, 2018 _______________ NOTICE IS HEREBY GIVEN that the 2018 annual meeting of stockholders of Urban One, Inc., a Delaware corporation ("Urban One"), will be held on Tuesday, June 19, 2018 at 9:30 a.m. Eastern Time, at the Urban One Offices at 8515 Georgia Avenue, Suite 900, Silver Spring, Maryland 20910 to consider and act upon the following matters: (1) The election of Terry L. Jones and Brian W. McNeill as Class A directors to serve until the 2019 annual meeting of stockholders or until their successors are duly elected and qualified. (2) The election of Catherine L. Hughes, Alfred C. Liggins, III, D. Geoffrey Armstrong and Ronald E. Blaylock as directors to serve until the 2019 annual meeting of stockholders or until their successors are duly elected and qualified. (3) An advisory vote on executive compensation for named executive officers. (4) An advisory vote on the frequency of votes on executive compensation. (5) The ratification of the appointment of BDO USA, LLP as the independent registered public accounting firm for Urban One for the year ending December 31, 2018. (6) The transaction of such other business as may properly come before the 2018 annual meeting or any adjournment thereof. At this time, the Board of Directors is not aware of any other business that will be presented for consideration at the 2018 annual meeting. The Board of Directors Unanimously recommends that the Stockholders Vote "For" each of Proposals 1, 2, 3 and 5 to be presented at the Annual Meeting. Only Class A and Class B stockholders of record at the close of business on April 24, 2018 will be entitled to vote at the 2018 annual meeting or any adjournment thereof. A list of stockholders entitled to vote at the 2018 annual meeting will be available for inspection by any stockholder, for any reason germane to the meeting, during ordinary business hours during the ten days prior to the meeting at Urban One's offices at 1010 Wayne Avenue, Silver Spring, Maryland 20910. If you wish to view the list of stockholders, please contact Karen Wishart, Urban One's Assistant Secretary, at (301) 429-3200. We hope that you will be able to attend the 2018 annual meeting in person. However, whether or not you plan to attend, if you are a holder of Class A or Class B common stock, please vote by completing, dating, signing, and returning the enclosed proxy card promptly to ensure that your shares are represented at the meeting. If you do attend the meeting, you may revoke your proxy if you wish to vote in person. The return of the enclosed proxy card will not affect your right to revoke your proxy or to vote in person if you do attend the meeting. As noted above, you may also vote by internet or by phone by following the instructions on your proxy card. By Order of the Board of Directors, Karen Wishart Assistant Secretary Dated: April 30, 2018 3 Urban One, Inc. 1010 Wayne Avenue, 14th Floor Silver Spring, Maryland 20910 301-429-3200 _______________ PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 19, 2018 URBAN ONE OFFICES 8515 GEORGIA AVENUE, SILVER SPRING, MARYLAND 20910 PROXY STATEMENT In this proxy statement, Urban One, Inc. is referred to as "we," "us," "our," "Urban One" or "the Company." The Board of Directors of Urban One, Inc., a Delaware corporation ("Urban One") is soliciting your proxy with this proxy statement. Your proxy will be voted at the Annual Meeting of Stockholders (the "Annual Meeting") to be held on Tuesday, June 19, 2018 at 9:30 am Eastern time, at the corporate offices of Urban One, Inc./Radio One at 8515 Georgia Avenue, Silver Spring, Maryland 20910, and any adjournment or postponement thereof. This Proxy Statement and Urban One's Annual Report to Stockholders are first being made available to stockholders on or about April 24, 2018.. QUESTIONS AND ANSWERS ABOUT THIS ANNUAL MEETING Q: Why did I receive this proxy statement? You received this proxy statement because our board of directors is soliciting your proxy to vote at our annual meeting of stockholders (including any adjournment or postponement of the annual meeting). The annual meeting will be held on Tuesday, June 19, 2018 at 9:30 a.m. Eastern Time, at the Urban One/Radio One Offices at 8515 Georgia Avenue, Silver Spring, Maryland 20910. This proxy statement and a copy of our Annual Report on Form 10-K for the year ended December 31, 2017 are first being mailed or otherwise made available on or about April 30, 2018 to stockholders of record at the close of business on April 24, 2018. Q: What am I voting on? You are being asked to consider and vote on the following: (1) The election of Terry L. Jones and Brian W. McNeill as Class A directors to serve until the 2019 annual meeting of stockholders or until their successors are duly elected and qualified (Proposal 1); (2) The election of Catherine L. Hughes, Alfred C. Liggins, III, D. Geoffrey Armstrong and Ronald E. Blaylock as directors to serve until the 2019 annual meeting of stockholders or until their successors are duly elected and qualified (Proposal 2); and (3) An advisory votes on executive compensation for named executive officers (Proposal 3); (4) An advisory vote on the frequency of votes on executive compensation (Proposal 4); and (5) The ratification of the appointment of BDO USA, LLP as the independent registered public accounting firm for Urban One for the year ending December 31, 2018.