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): April 3, 2020
ENTERCOM COMMUNICATIONS CORP.
(Exact Name of Registrant as Specified in Charter)
| | | | |
Pennsylvania | | 001-14461 | | 23-1701044 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
2400 Market Street, 4th Floor Philadelphia, Pennsylvania | | 19103 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (610) 660-5610
(Former Address of Principal Executive Offices)
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 (see General Instruction A.2. below):
| ☐ | 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 Symbols | | Name of each exchange on which registered |
Class A Common Stock, par value $.01 per share | | ETM | | New York Stock Exchange |
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 1.01
On April 6, 2020, the Board of Directors of Entercom Communications Corp. (the “Company”), upon the recommendation of the Compensation Committee of the Company’s Board of Directors, approved certain changes to the Company’s Non-Employee Director Compensation Policy (“Director Comp Policy”). The Director Comp Policy was modified to include the following:
2020 2Q COVID 19 Addendum. As a result of the COVID-19 Crisis: (A) all cash fees earned by directors during the Second Quarter shall be reduced by 25%; and (B) the Equity Compensation grant, which would occur on May 5, 2020, will not be made and instead will be deferred until such later date as determined by the Board.
The foregoing is a summary description of the material changes to the Director Comp Policy. Reference is made to the complete text of the Director Comp Policy, which is filed as an exhibit to this current report on Form 8-K.
| Item 2.05 | Costs Associated with Exit or Disposal Activities. |
On April 3, 2020, as a part of cost savings initiatives implemented in response to the COVID-19 Crisis, the Company restructured its workforce through termination and furlough actions. The Company expects to incur approximately $5.5 million in severance pay and benefits related to these actions, all of which will be cash expenditures and incurred in fiscal 2020.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (e) | Compensatory Arrangements of Certain Officers |
On April 6, 2020, each of the Company’s Named Executive Officers (“NEOs”) agreed to voluntarily waive certain compensation. Each NEO agreed to a salary reduction as follows:
| | | | | | |
David J. Field, President and Chief Executive Officer | | | 30% reduction | | | |
Richard J. Schmaeling, EVP and Chief Executive Officer | | | 20% reduction | | | |
Louise C. Kramer, Chief Operating Officer | | | 20% reduction | | | |
Robert Philips, Chief Revenue Officer & President of EAN | | | 20% reduction | | | |
Andrew P. Sutor, EVP and General Counsel | | | 20% reduction | | | |
These wage reductions are effective as of April 4, 2020 (the start of the current pay period) and will continue until July 24, 2020, unless increased prior thereto by the Company in its discretion, based on markedly improved business conditions.
These waivers also provided that any increase to an NEO’s base salary due under their agreement from April 4, 2020, through December 31, 2020, will not take effect. In addition, any increase to such NEO’s base salary due on or after January 1, 2021, shall be adjusted such that the increase in the then current year is instead the increase which would have happened in the prior year but for the waiver.
These waivers do not modify other rights under the applicable employment agreements or reduce any Company employee benefit provided to such officers and employees.
| | | | |
Exhibit No. | | | Title |
| | | | | |
| | 10.01 | | | Entercom Non-Employee Director Compensation Policy. (#) |
| | | | | |
| | Exhibit 104 | | | Cover Page Interactive Data File (embedded within the XBRL file) |
SIGNATURE
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.
| | |
Entercom Communications Corp. |
| | | |
By: | | /s/ Richard J. Schmaeling |
| | Richard J. Schmaeling |
| | Executive Vice President |
Dated: April 9, 2020
