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): February 28, 2023 |
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-15997 |
95-4783236 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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2425 Olympic Boulevard Suite 6000 West |
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Santa Monica, California |
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90404 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 310 447-3870 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Class A Common Stock |
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EVC |
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The 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 28, 2023, Entravision Communications Corporation (the “Company”) entered into an amendment to its employment agreement with Jeffery A. Liberman, pursuant to which he will continue to serve as the Company’s President and Chief Operating Officer. The amendment, effective as of March 1, 2023, modifies the employment agreement between the Company and Mr. Liberman that was effective as of March 1, 2020. The amendment extends the term of Mr. Liberman's employment agreement until February 29, 2024 and increases Mr. Liberman's base salary to $800,000 per year for the term of his employment agreement.
All other provisions of the employment agreement remain in full force and effect unless expressly amended or modified by the amendment. The foregoing summary does not purport to be complete and is qualified in its entirety by the terms of the amendment to the employment agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
10.1† Amendment to Executive Employment Agreement effective as of March 1, 2023 by and between the registrant and Jeffery A. Liberman.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
† Management contract or compensatory plan, contract or arrangement.
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.
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Entravision Communications Corporation |
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Date: |
March 3, 2023 |
By: |
/s/ Christopher Young |
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Christopher Young, Interim Chief Executive Officer and Chief Financial Officer |
Exhibit 10.1
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDMENT to the Executive Employment Agreement shall be effective as of March 1, 2023, by and between Entravision Communications Corporation (the “Company”), and Jeffery Liberman (the “Executive”).
WHEREAS, the Company and the Executive entered into an Executive Employment Agreement effective as of March 1, 2020 (the “Agreement”); and
WHEREAS, the parties desire to amend and extend the Agreement as provided herein.
NOW, THEREFORE, for and in consideration of the premises and mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions hereinafter set forth, the parties hereto agree as follows:
i. Section 2 is amended in its entirety to read as follows:
“2. Term. The term of this Agreement shall be for a period beginning on the Effective Date until February 29, 2024, unless earlier terminated in accordance with the terms of this Agreement (the term of such employment, the “Employment Term”).”
ii. Section 3.a. is amended in its entirety to read as follows:
“a. Salary. Effective as of March 1, 2023, the Executive will receive an annual base salary of $800,000.00, payable in equal installments according to the Company’s regular paydays, less any applicable taxes and withholding (the “Base Annual Compensation”). Thereafter, the Base Annual Compensation may be increased during the Term, in the sole discretion of the Company, with reference to the increase in base compensation given, in the same time period, to the Company’s employees and other senior executives and such other factors as may be considered by the Company, in its sole discretion.”
IN WITNESS WHEREOF, the parties have executed this Amendment on the date and year first above written.
Entravision Communications Corporation
/s/ Christopher Young____________________ Name: Christopher Young Title: Interim Chief Executive Officer and Chief Financial Officer |
Executive
/s/ Jeffery Liberman______________________ Name: Jeffery Liberman
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