Cumulus Media Inc.

05/05/2022 | Press release | Distributed by Public on 05/05/2022 11:25

Submission of Matters to a Vote of Security Holders - Form 8-K

cmls-20220505

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): May 5, 2022(May 3, 2022)
____________________________
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
$0.0000001 per share
CMLS 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 5.07 - Submission of Matters to a Vote of Security Holders

The 2022 annual meeting of stockholders (the "Annual Meeting") of Cumulus Media Inc. (the "Company") was held on May 3, 2022. The results of voting on the proposals submitted to a vote of the Company's stockholders at the Annual Meeting were as follows:

Proposal No. 1 (Election of Directors):

Nominee Votes For Votes Withheld Broker Non-Votes
Mary G. Berner 10,474,230 2,097,525 1,728,468
David M. Baum 9,582,517 2,989,238 1,728,468
Matthew C. Blank 9,580,796 2,990,959 1,728,468
Thomas H. Castro 10,014,549 2,557,206 1,728,468
Joan Hogan Gillman 9,588,624 2,983,131 1,728,468
Andrew W. Hobson 10,014,579 2,557,176 1,728,468
Brian G. Kushner 10,012,679 2,559,076 1,728,468

As a result of the foregoing vote, each of the seven listed nominees were elected to serve as directors of the Company until the Company's next annual meeting of stockholders and until their successors are elected and qualified.

Proposal No. 2 (Proposal to approve, on an advisory basis, the compensation paid to the Company's named executive officers):

Votes For Votes Against Abstain Broker Non-Votes
10,077,530 821,100 1,673,125 1,278,468

As a result of the foregoing, the proposal to approve, on an advisory basis, the compensation paid to the Company's named executive officers was approved.

Proposal No. 3 (Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2022):

Votes For Votes Against Abstain
14,296,690 2,722 811

As a result of the foregoing, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2022 was approved.







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/ Richard S. Denning
Name: Richard S. Denning
Title: Executive Vice President, General Counsel and Secretary
Date: May 5, 2022