CUMULUS MEDIA INC. (NASDAQ:CMLS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 – Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On May 18, 2017, the Board of Directors (the Board) of Cumulus
Media Inc. (the Company) upon the recommendation of the
Compensation Committee (the Committee) of the Board and the
Committees independent compensation consultant, approved the
terms and conditions of the Companys annual executive incentive
plan for certain officers of the Company, including the Companys
current named executive officers, to operate as a quarterly
incentive plan for 2017 (the 2017 QIP), and adopted a
supplemental incentive plan for 2017 (the 2017 SIP) for key
members of senior management, including the named executive
officers.
Media Inc. (the Company) upon the recommendation of the
Compensation Committee (the Committee) of the Board and the
Committees independent compensation consultant, approved the
terms and conditions of the Companys annual executive incentive
plan for certain officers of the Company, including the Companys
current named executive officers, to operate as a quarterly
incentive plan for 2017 (the 2017 QIP), and adopted a
supplemental incentive plan for 2017 (the 2017 SIP) for key
members of senior management, including the named executive
officers.
Awards to named executive officers under the 2017 QIP will be
based on the Company achieving budgeted adjusted earnings before
interest, taxes, depreciation and amortization (EBITDA) levels.
The target cash incentive award opportunity available to each
named executive officer under the 2017 QIP is calculated as a
percentage of each named executive officers base salary, all in
accordance with the terms of each such officers existing
employment agreement.
based on the Company achieving budgeted adjusted earnings before
interest, taxes, depreciation and amortization (EBITDA) levels.
The target cash incentive award opportunity available to each
named executive officer under the 2017 QIP is calculated as a
percentage of each named executive officers base salary, all in
accordance with the terms of each such officers existing
employment agreement.
Under the 2017 QIP, performance is measured at the end of each
quarter, beginning with the quarter ended March 31, 2017, based
on year-to-date performance at the end of the respective quarter.
If target performance levels for the year-to-date period have
been met or exceeded, 25% of the total annual target bonus will
be awarded following applicable quarter end. If, at the
completion of any quarter, target performance levels for the
year-to-date period (other than the full year period) have not
been met, no payment will be made for that period.
quarter, beginning with the quarter ended March 31, 2017, based
on year-to-date performance at the end of the respective quarter.
If target performance levels for the year-to-date period have
been met or exceeded, 25% of the total annual target bonus will
be awarded following applicable quarter end. If, at the
completion of any quarter, target performance levels for the
year-to-date period (other than the full year period) have not
been met, no payment will be made for that period.
Following the end of the year, actual annual performance will be
compared to the threshold, target and maximum performance goals.
If the Company achieves the full-year 2017 threshold EBITDA goal,
each named executive officer will be entitled under the 2017 QIP
to a total payout for the full year equal to 25% of his or her
respective 2017 QIP target award opportunity. If the Company
meets or exceeds the full-year 2017 maximum EBITDA goal, each
named executive officer will be entitled under the 2017 QIP to a
total payout for the full year equal to 150% of his or her
respective 2017 QIP target award opportunity. Actual performance
between threshold and target and target and maximum will result
in payout amounts determined by linear interpolation. The payout
amount calculated for performance over the full-year period will
be reduced by payments previously made for the quarterly periods
in 2017.
compared to the threshold, target and maximum performance goals.
If the Company achieves the full-year 2017 threshold EBITDA goal,
each named executive officer will be entitled under the 2017 QIP
to a total payout for the full year equal to 25% of his or her
respective 2017 QIP target award opportunity. If the Company
meets or exceeds the full-year 2017 maximum EBITDA goal, each
named executive officer will be entitled under the 2017 QIP to a
total payout for the full year equal to 150% of his or her
respective 2017 QIP target award opportunity. Actual performance
between threshold and target and target and maximum will result
in payout amounts determined by linear interpolation. The payout
amount calculated for performance over the full-year period will
be reduced by payments previously made for the quarterly periods
in 2017.
The 2017 SIP was adopted to, among other things, further align
key senior operating executives (including the named executive
officers) interests with those of stakeholders in light of the
decline in value of outstanding equity awards. The 2017 SIP
provides participants the opportunity to earn cash payments in
ratable installments over the three remaining fiscal quarters of
2017, based on the Companys year-to-date performance at the end
of the respective period. In order to be eligible to participate
in the 2017 SIP, participants must agree to the cancellation of
all of their respective outstanding equity incentive awards.
key senior operating executives (including the named executive
officers) interests with those of stakeholders in light of the
decline in value of outstanding equity awards. The 2017 SIP
provides participants the opportunity to earn cash payments in
ratable installments over the three remaining fiscal quarters of
2017, based on the Companys year-to-date performance at the end
of the respective period. In order to be eligible to participate
in the 2017 SIP, participants must agree to the cancellation of
all of their respective outstanding equity incentive awards.
The 2017 SIP was designed and approved to provide payouts only in
the event the Companys EBITDA performance met or exceeded
applicable levels after taking into account the proposed 2017 SIP
payouts, making the program self-funding. Specifically,
performance under the 2017 SIP will be measured, and payments
will be made, as of the end of each applicable period, based on
the Companys EBITDA after giving effect to any such proposed
payments. If target performance levels for the year-to-date
period have been met or exceeded, one-third of the total annual
2017 SIP target bonus will be awarded following each period end.
If, after giving effect to such payments target performance
levels for the year-to-date period (other than the full year
period) have not been met, no payment will be made following the
applicable quarter. Under the 2017 SIP, target award
opportunities for each named executive officer are as follows:
Ms. Berner ($1,470,000), Mr. Abbot ($587,500), Ms. Grimes
($120,000), and Mr. Denning ($480,000).
the event the Companys EBITDA performance met or exceeded
applicable levels after taking into account the proposed 2017 SIP
payouts, making the program self-funding. Specifically,
performance under the 2017 SIP will be measured, and payments
will be made, as of the end of each applicable period, based on
the Companys EBITDA after giving effect to any such proposed
payments. If target performance levels for the year-to-date
period have been met or exceeded, one-third of the total annual
2017 SIP target bonus will be awarded following each period end.
If, after giving effect to such payments target performance
levels for the year-to-date period (other than the full year
period) have not been met, no payment will be made following the
applicable quarter. Under the 2017 SIP, target award
opportunities for each named executive officer are as follows:
Ms. Berner ($1,470,000), Mr. Abbot ($587,500), Ms. Grimes
($120,000), and Mr. Denning ($480,000).
Following the end of the year, actual annual EBITDA performance
will be compared to the threshold, target and maximum performance
goals, and payouts, if any, will be determined in the same manner
as under the 2017 QIP, except that under the 2017 SIP, EBITDA
performance will be determined after giving effect to such
proposed payments and awards made at previous quarter ends that
have been paid will be subject to repayment by the affected
executive in the event the affected executive resigns his or her
employment with the Company prior to year end.
will be compared to the threshold, target and maximum performance
goals, and payouts, if any, will be determined in the same manner
as under the 2017 QIP, except that under the 2017 SIP, EBITDA
performance will be determined after giving effect to such
proposed payments and awards made at previous quarter ends that
have been paid will be subject to repayment by the affected
executive in the event the affected executive resigns his or her
employment with the Company prior to year end.
Item 5.07 – Submission of Matters to a Vote of Security Holders
The 2017 annual meeting of stockholders of the Company (the
Annual Meeting) was held on May 18, 2017. The results of voting
on the proposals submitted to a vote of the Companys stockholders
at the 2017 Annual Meeting were as follows:
Annual Meeting) was held on May 18, 2017. The results of voting
on the proposals submitted to a vote of the Companys stockholders
at the 2017 Annual Meeting were as follows:
Proposal No. 1 (Election of Directors):
|
Nominee
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
|
Jeffrey A. Marcus
|
14,906,519
|
4,340,789
|
7,515,919
|
|
Mary G. Berner
|
15,179,793
|
4,067,514
|
7,515,919
|
|
Jill Bright
|
16,222,138
|
3,025,170
|
7,515,919
|
|
John W. Dickey
|
15,023,578
|
4,223,730
|
7,515,919
|
|
Ralph B. Everett
|
16,218,904
|
3,028,404
|
7,515,919
|
|
Ross A. Oliver
|
14,912,801
|
4,334,507
|
7,515,919
|
|
David M. Tolley
|
16,224,674
|
3,022,634
|
7,515,919
|
As a result of the foregoing vote, each of the seven listed
nominees were elected to serve as directors of the Company until
the Companys next annual meeting of stockholders and until their
successors are elected and qualified. In connection with her
election to the Board, Jill Bright was appointed as a member of
the Nominating Committee and the Compensation Committee of the
Board.
nominees were elected to serve as directors of the Company until
the Companys next annual meeting of stockholders and until their
successors are elected and qualified. In connection with her
election to the Board, Jill Bright was appointed as a member of
the Nominating Committee and the Compensation Committee of the
Board.
Proposal No. 2 (Proposal to approve, on an advisory basis, the
compensation paid to the Companys named executive officers):
compensation paid to the Companys named executive officers):
|
Votes For
|
Votes Against
|
Abstain
|
Broker Non-Votes
|
|
14,089,759
|
1,769,601
|
3,387,948
|
7,515,919
|
As a result of the foregoing, the proposal to approve, on an
advisory basis, the compensation paid to the Companys named
executive officers was approved.
advisory basis, the compensation paid to the Companys named
executive officers was approved.
Proposal No. 3 (Proposal to approve, on an advisory basis, the
frequency of future advisory shareholder votes on the
compensation paid to the Companys named executive officers):
frequency of future advisory shareholder votes on the
compensation paid to the Companys named executive officers):
|
1 year
|
2 years
|
3 years
|
Abstain
|
|
17,812,098
|
10,641
|
677,764
|
746,805
|
As a result of the foregoing, the Board determined that the
Company will hold future advisory shareholder votes on the
compensation paid to the Companys named executive officers
annually until the next required advisory shareholder vote on the
frequency of future advisory shareholder votes on the
compensation paid to the Companys named executive officers, which
will be no later than the Companys annual meeting of stockholders
in 2023.
Company will hold future advisory shareholder votes on the
compensation paid to the Companys named executive officers
annually until the next required advisory shareholder vote on the
frequency of future advisory shareholder votes on the
compensation paid to the Companys named executive officers, which
will be no later than the Companys annual meeting of stockholders
in 2023.
Proposal No. 4 (Proposal to ratify the appointment of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for 2017):
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for 2017):
|
Votes For
|
Votes Against
|
Abstain
|
|
22,745,283
|
71,800
|
3,946,144
|
As a result of the foregoing, the proposal to ratify the
appointment of PricewaterhouseCoopers LLP as the Companys
independent registered public accounting firm for 2017 was
approved.
appointment of PricewaterhouseCoopers LLP as the Companys
independent registered public accounting firm for 2017 was
approved.
About CUMULUS MEDIA INC. (NASDAQ:CMLS)
Cumulus Media Inc. (Cumulus) is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across the nation platform generates content distributable through both broadcast and digital platforms. Its categories of advertisers consist of amusement and recreation; banking and mortgage; furniture and home furnishings; arts and entertainment; food and beverage services; healthcare services; automotive dealers; food and beverage stores, and telecommunications. CUMULUS MEDIA INC. (NASDAQ:CMLS) Recent Trading Information
CUMULUS MEDIA INC. (NASDAQ:CMLS) closed its last trading session up +0.007 at 0.471 with 1,658,521 shares trading hands.
