| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (d) | Election of New Director |
On December 18, 2018, the Board of Directors (the “Board”) of Entercom Communications Corp. (the “Company”), upon the recommendation of the Board’s Nominating / Corporate Governance Committee, increased the size of the Company’s Board of Directors from eight to nine persons. The Board determined that the new directorship be in Board Class I with a term expiring at the Company’s 2021 annual meeting of shareholders or until such Director’s successor is duly elected and qualified. As a result, all three Classes of directors now have three directorships.
The Board then, upon the recommendation of the Board’s Nominating / Corporate Governance Committee, elected Susan K. Neely (age 62) as a Director of the Company to fill the newly created vacancy. Ms. Neely has not yet been appointed to serve on any Board committee.
Following her election, the Board determined that Ms. Neely has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Board therefore determined Ms. Neely to be independent in accordance with the applicable NYSE and SEC rules and regulations.
Since September 2018, Ms. Neely has been serving as President and Chief Executive Officer of American Council of Life Insurers. From May 2005 through August 2018, Ms. Neely served as President and Chief Executive Officer of American Beverage Association.
Ms. Neely is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Securities and Exchange Commission’s RegulationS-K. There are no arrangements or understandings between Ms. Neely and any other persons pursuant to which she was selected as a director.
Ms. Neely will be compensated pursuant to the Company’sNon-Employee Director Compensation Policy. In connection therewith, upon her election to the Board, Ms. Neely was awarded an initial equity compensation grant of 7,992 restricted stock units pursuant to the Entercom Equity Compensation Plan. The terms of such equity awards are as otherwise provided in theNon-Employee Director Compensation Policy.
| Item 5.05 | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
| (a) | Amended Code of Ethics |
On December 18, 2018, the Board of Directors (the “Board”) of Entercom Communications Corp. (the “Company”), upon the recommendation of the Board’s Nominating / Corporate Governance Committee, amended the Company’s Code of Business Conduct and Ethics Policy. The amendment codifies the Company’s policy against hedging Company securities by persons covered by the Company’s Securities Trading Policy. The amendment adds a new Section 10 to the Company’s Code of Business Conduct and Ethics Policy as follows:
10. No Hedging of Company Securities. No “Covered Person” (as defined in the Securities Trading Policy) may, directly or indirectly hedge Company securities (that is, make an investment in another security in order to reduce the risk of a loss or gain on any Company Security), whether via forward contracts, equity swaps, collars, exchange funds or otherwise.
The Company’s amended Code of Business Conduct and Ethics Policy is filed as an exhibit to this Current Report on Form 8K.
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