UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 22, 2025
____________________________
Cumulus Media Inc.
(Exact name of registrant as specified in its charter)
____________________________
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Delaware | | 001-38108 | | 82-5134717 | |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS employer
Identification No.) | |
| | | | | | |
| 780 Johnson Ferry Road NE, Suite 500 | Atlanta | GA | | 30342 | | |
| (Address of principal executive offices) | | (Zip Code) | | |
| | | | |
| Registrant’s telephone number, including area code | (404) | 949-0700 | | | |
|
| n/a |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A common stock | CMLS | Nasdaq Global Market |
| Class A common stock purchase rights | N/A | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 22, 2025, Matthew Blank notified the Board of Directors (the “Board”) of Cumulus Media Inc. (the “Company”) that he has decided to resign from the Board to devote more time to his other commitments, effective as of January 22, 2025. Mr. Blank has agreed to serve as a consultant to the Company for a period of 18 months following his resignation from the Board.
As a result of Mr. Blank’s departure, the Board, upon the recommendation of the Nominating and Governance Committee of the Board, appointed Steven M. Galbraith to serve as a director, effective January 22, 2025. Mr. Galbraith, who satisfies the independence requirements of Nasdaq Stock Market and the Securities and Exchange Commission (the “SEC”) rules, will serve for an initial term to expire concurrently with the terms of the other members of the Board at the Company’s 2025 annual meeting of stockholders, and until his successor is duly elected and qualified.
There are no arrangements or understandings between Mr. Galbraith or his affiliates and any other persons pursuant to which Mr. Galbraith was appointed as a director, and Mr. Galbraith is not a party to any transaction with the Company reportable pursuant to Item 404(a) of Regulation S-K under the Securities Act of 1933. Mr. Galbraith’s compensation will be consistent with other non-employee members of the Board, on a prorated basis, which is described in the Company’s Proxy Statement on Schedule 14A filed with the SEC on March 29, 2024, and as may be amended from time to time by the Board.
Item 7.01 - Regulation FD Disclosure.
On January 22, 2025, the Company issued a press release announcing the appointment of Mr. Galbraith to the Board, as described under Item 5.02, above. A copy of the press release is attached as Exhibit 99.1 to this Current Report. The information included in Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit Number | Description |
| |
| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | | | | |
| | | | |
| | Cumulus Media Inc. |
| | | | |
| | By: | | /s/ Francisco J. Lopez-Balboa |
| | | | Name: Francisco J. Lopez-Balboa |
| | | | Title: Executive Vice President, Chief Financial Officer |
| Date: | January 22, 2025 | | | |
