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 9, 2020

 

 

CUMULUS MEDIA INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38108   36-4159663

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS employer

Identification No.)

 

3280 Peachtree Road, N.W., Suite 2200, Atlanta, GA   30305
(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, par value $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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 9, 2020, Cumulus Media Inc. (the “Company”) announced that John Abbot, the Company’s Executive Vice President, Treasurer and Chief Financial Officer, will leave the Company at the beginning of March after the Company reports its full-year 2019 financial results. The Company is conducting a search for Mr. Abbot’s successor. The Company issued a press release announcing this decision by Mr. Abbot, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 — Financial Statements and Exhibits.

 

  (a)

Exhibits.

 

Number

  

Exhibit

99.1    Press release dated January 9, 2020

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.
January 9, 2020     By:  

/s/ Richard S. Denning

    Name:   Richard S. Denning
    Title:   Executive Vice President, General Counsel and Secretary

 

-3-

Exhibit 99.1

 

LOGO

CUMULUS MEDIA Announces CFO Transition

ATLANTA, GA – January 9, 2020 – Cumulus Media Inc. (NASDAQ: CMLS) (the “Company,” “we,” “us,” “our,” “Cumulus, ” or “Cumulus Media”) today announced that John Abbot, Executive Vice President and Chief Financial Officer, will leave the Company at the beginning of March after it reports its full-year 2019 financial results. Cumulus Media is conducting a search for his successor.

Mary G. Berner, President and Chief Executive Officer of Cumulus Media, said, “On behalf of the Board and the entire Company, I would like to thank John for his many contributions to Cumulus and for the strong finance and accounting organization he has helped build. After nearly four years of commuting to Atlanta from Connecticut, it’s understandable that John has decided to pursue new opportunities at a company based closer to his home. We appreciate his continued support through the transition and wish him all the best in his future endeavors.”

Ms. Berner continued, “Business will continue as usual at Cumulus with our focus remaining on the execution of our key strategic initiatives – enhancing operational performance, growing our digital businesses, and optimizing our asset portfolio – while making progress on our financial goals for the benefit of all of our stakeholders.”

“It has been a privilege and tremendously rewarding to work with Mary and the rest of the Cumulus team, and I am truly proud of our many accomplishments over these past several years,” said Mr. Abbot. “I am confident in the Company’s ongoing ability to achieve its objectives, and I look forward to following Cumulus’s continued success in the years ahead.”

About CUMULUS MEDIA

CUMULUS MEDIA (NASDAQ: CMLS) is a leading audio-first media and entertainment company delivering premium content to over a quarter billion people every month — wherever and whenever they want it. CUMULUS MEDIA engages listeners with high-quality local programming through 428 owned-and-operated stations across 87 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, the Olympics, the Academy of Country Music Awards, and many other world-class partners across nearly 8,000 affiliated stations through Westwood One, the largest audio network in America; and inspires listeners through its rapidly growing network of original podcasts that are smart, entertaining and thought-provoking. CUMULUS MEDIA provides advertisers with personal connections, local impact and national reach through on-air and on-demand digital, mobile, social, and voice-activated platforms, as well integrated digital marketing services, powerful influencers, full-service audio solutions, industry-leading research and insights, and live event experiences. CUMULUS MEDIA is the only audio media company to provide marketers with local and national advertising performance guarantees. For more information visit www.cumulusmedia.com.

Contact Information:

Investor Relations

IR@cumulus.com

404-260-6600

Media Inquiries

Michael Freitag / Andrew Squire

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449