ENTERCOM COMMUNICATIONS CORP (Form: 8-K, Received: 03/06/2020 12:08:21)

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): March 2, 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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Principal Operating Officer.

On March 2, 2020, Louise C. Kramer resigned as Chief Operating Officer of Entercom Communications Corp. (the “Company”), effective May 5, 2020. Ms. Kramer has served as the Company’s Chief Operating Officer since May 2015. Ms. Kramer will continue to serve as an Executive Vice President of the Company until retiring upon the expiration of her employment agreement on December 31, 2020.

See disclosure in subsection (b) of this Item 5.02 which is incorporated herein by reference.

On March 2, 2020, the Company’s Board of Directors (the “Board”) determined that, effective May 5, 2020, Susan R. Larkin will be the Company’s new Chief Operating Officer.

Other than her employment agreement with the Company (described below), Ms. Larkin is not a party to any transaction with the Company that would require disclosure under Item 404(a) of the Securities and Exchange Commission’s Regulation S-K (“Regulation S-K”).

In connection with her appointment as the Company’s Chief Operating Officer, Ms. Larkin subsequently entered into a new Employment Agreement, effective May 5, 2020 (the “Larkin Agreement”). The Larkin Agreement has an initial term of three years and auto-renews for successive one-year periods unless either party provides at least two months prior written notice. Under the Larkin Agreement, Ms. Larkin’s annual base salary will be $625,000 in year one, $650,000 in year two and $700,000 in year three, her annual cash bonus target will be $500,000 per year and her annual equity compensation target will be $400,000 per year (starting in 2021). The Larkin Agreement provides for a signing bonus of $75,000 (which is in lieu of any reimbursement(s) for moving and/or relocation expenses). The Larkin Agreement includes severance (upon termination without cause) of 12 months’ base salary and 12 months of restrictive covenants.

Ms. Larkin has served as a Corporate Regional President and Senior Vice President/Market Manager of the Company’s New York Market since April 2018. From October 2017 through April 2018, Ms. Larkin served as a Corporate Regional Vice President and Senior Vice President/Market Manager for the Company’s San Francisco Market. Prior to joining the Company in July 2017, Ms. Larkin served as Regional Vice President for Cox Media Group as well as Vice President and Market Manager in their Orlando and Jacksonville markets. Ms. Larkin currently serves as Chairman of the Board of Directors of The Radio Advertising Bureau as well as a Director of the Board of the New York Radio Market Association. She has held previous board director positions with The Florida Association of Broadcasters and The Ronald McDonald House Charities. Ms. Larkin holds a B.A in Broadcast Communications from State University of New York at Oswego. Ms. Larkin has been named to Radio Ink’s Most Influential Women and Best Managers lists for each of the last five years.

(d) Election of New Director.

See disclosure in subsection (b) of this Item 5.02 which is incorporated herein by reference.

On March 2, 2020, the Board, upon the recommendation of the Board’s Nominating / Corporate Governance Committee, increased the size of the Board from nine to ten persons. The Board determined

that the new directorship resulting from such increase is 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.

Following the increase in the size of the Board, the Board, upon the recommendation of the Board’s Nominating / Corporate Governance Committee, elected Louise C. Kramer as a Director of the Company to fill the newly created directorship. Ms. Kramer was not appointed to serve on any Board committee.

Ms. Kramer (age 64) has served as the Company’s Chief Operating Officer since May 2015. Ms. Kramer will step down as Chief Operating Officer, effective May 5, 2020, and will continue to serve an Executive Vice President of the Company until retiring upon the expiration of her employment agreement on December 31, 2020. Ms. Kramer previously served as the Company’s Station Group President from April 2013 through May 2015, one of the Company’s Regional Presidents from December 2007 through April 2013 and one of the Company’s Regional Vice Presidents from January 2000 through December 2007. Prior to joining the Company in January 2000, Ms. Kramer served as General Manager for CBS Radio in Chicago.

Ms. Kramer is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Kramer and any other persons pursuant to which she was selected as a Director of the Company.

Ms. Kramer is presently an employee of the Company and will continue to be compensated under her existing employment agreement until the expiration of such agreement on December 31, 2020. Effective January 1, 2021, Ms. Kramer will be compensated pursuant to the Company’s Non-Employee Director Compensation Policy.

(e)(2) Employment Agreement Amendment – Susan R. Larkin

See disclosure in subsection (c) of this Item 5.02 which is incorporated herein by reference.

(e)(1) Employment Agreement Amendment – Robert Philips

On March 5, 2020, the Company entered into a new Employment Agreement with Robert Philips, effective April 1, 2020 (the “Philips Agreement”). Mr. Philips is the Company’s Chief Revenue Officer and will now also serve as the President of Entercom Audio Networks. The Philips Agreement has an initial term of three years and auto-renews for successive one-year periods unless either party provides at least two months prior written notice. Under the Philips Agreement, Mr. Philips’s annual base salary will be $600,000, which will increase annually by 2% (or more as determined by the Company in its sole discretion), his annual cash bonus target will be $325,000 per year and his annual equity compensation target will be $225,000 per year. The Philips Agreement includes severance (upon termination without cause) of 12 months’ base salary and 12 months of restrictive covenants (reduced to six months in certain circumstances).

The Philips Agreement removed language in Mr. Philip’s prior employment agreement that provided that “all future equity” grants would vest “50% on the second anniversary of the date of grant and 25% on each of the third and fourth anniversaries of the date of grant.” This language was replaced with language which affords more flexibility to the Company and now provides that such equity grants shall vest “as determined by the Compensation Committee of the Board in its discretion.”

The foregoing is a summary description of the material terms of the Philips Agreement. For further information regarding the terms and conditions of the Philips Agreement, reference is made to the complete text thereof which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2020.

Item 9.01.

Exhibits

(d) Exhibits


Exhibit No.		Title

	99.1	Entercom Communications Corp.’s Press Release, issued March 4, 2020.

	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/ Andrew P. Sutor, IV
		Andrew P. Sutor, IV
		Executive Vice President and
		General Counsel

Dated: March 6, 2020

Exhibit 99.1

LOGO

ENTERCOM ANNOUNCES SUSAN LARKIN TO SUCCEED WEEZIE KRAMER AS CHIEF OPERATING OFFICER

Kramer Joins Entercom Board of Directors

PHILADELPHIA, PA – March 4, 2020 – Entercom Communications Corp. (NYSE:ETM), a leading media and entertainment company and the #1 creator of live, original, local audio content, today announced that Chief Operating Officer, Weezie Kramer, will be retiring later this year after nearly 20 years with the Company and over 40 years in broadcast radio. The Company also announced that Kramer has been added to its Board of Directors. Entercom has named Susan Larkin, currently Market Manager for Entercom New York and Regional President overseeing other markets, as the Company’s new Chief Operating Officer, effective May 5.

Kramer will continue as Chief Operating Officer until the transition and will then serve for the remainder of the year as a Senior Executive Advisor to David Field, Chairman, President and Chief Executive Officer, helping to spearhead a few key strategic corporate initiatives outside of the Company’s daily operations. Kramer will also work to ensure a successful transition and expand her commitments as a mentor to women in the Company, fostering their development into senior leadership roles. Larkin will assume the Chief Operating Officer position in May and will be based in Philadelphia. A search for a new Market Manager in New York City has already begun.

“Weezie has been an extraordinary, inspiring leader and a fiercely determined, tireless competitor and strategist who has built an outstanding record of success over the many years in which she has led us forward as our Chief Operating Officer,” said Field. “She set an uncompromising standard of excellence for all, both professionally and personally, driving us to be our very best while maintaining the highest ethical standards. She earned the sincere admiration, respect and affection of the entire Entercom team, and much of the industry, for her spirited leadership and decency and for being a full-throated, unapologetic champion for radio. She has been an extraordinarily successful COO and we are all immensely grateful to her. While she will be deeply missed as COO, I am thrilled that she will be joining the Entercom board where we will continue to benefit from her wisdom and guidance for years to come.”

“We are extremely fortunate to have an outstanding, seasoned executive of Susan’s caliber on our team ready to lead us forward as our new COO,” said Field. “Susan has been an unequivocal success at every challenge she has taken on throughout her career as she has risen through the management ranks at ABC-Disney, Cox and Entercom. She is a natural, energizing and candid leader with a powerful, competitive fervor and an excellent strategic sensibility. Susan is the perfect champion for the next stage of our journey as we continue to build the future of audio and transform Entercom into one of the country’s strongest media and entertainment organizations.”

“I look forward to serving on the board and ensuring that we have a seamless leadership transition while still working on projects that matter to the company and our team,” said Kramer. “I know that I am leaving the business in great hands with Susan. I am excited to see the next era of innovation, growth and success as we work towards our mission to build the future of audio.”

“This is an exciting time for Entercom, and for all audio media,” said Larkin. “I am thrilled to be part of Entercom’s forward-thinking strategy as we continue to set ourselves apart as the best operator and creator of audio content in the U.S. and realize the value of our engaged impressions with advertisers. Weezie has been an incredible mentor and the best leader I could ask for. I am honored to work with such a strong team and excited about the next phase of Entercom’s continued growth, expansion and strategic vision.”

Kramer has been an instrumental part of Entercom’s growth since joining the Company in 2000 and assuming the role of Chief Operating Officer in 2014. Upon the Company’s transformational merger with CBS Radio in 2017, Kramer deferred her planned retirement to lead Entercom’s operations through the integration and critical transformation initiatives to elevate and enhance the Company’s competitive position. Her many contributions to Entercom include attracting outstanding leadership to the Company, stewarding impactful organizational and operational change, and serving as an inspirational force to elevate the Company, its people and its brands. Throughout her career, Kramer has been recognized as a powerful, motivational leader and an outstanding contributor to the broadcasting industry. She was the first woman to serve as chairperson of the Radio Advertising Bureau and also the first woman to receive the Radio Wayne – Sales Manager of the Year Award, a prestigious honor recognizing the professionalism, creativity and dedication of radio industry leaders. Over the years, Kramer was honored with the Mentoring & Inspiring Women in Radio (MIW) Group’s Trailblazer Award and the Rockwell Award from The Conclave Learning Conference. In 2019, she received the Gracies Leadership Award presented by the Alliance for Women in Media, an honor recognizing the accomplishments of women who pave the way as change-agents and ceiling-breakers across the industry. Most recently in 2020, she received the Leadership Award from the Broadcasters Foundation of America in recognition of her many contributions to the broadcast industry and the community at-large.

Larkin is a seasoned radio executive with over 25 years of experience and joined Entercom in 2017 as Regional President overseeing San Francisco and Sacramento. She was later tapped as Market Manager for New York in 2018, overseeing award-winning brands including WFAN (WFAN-AM/FM), 1010 WINS (WINS-AM), WCBS 880 (WCBS-AM), NEW 102.7 FM (WNEW-FM), WCBS-FM 101.1 (WCBS-FM), ALT 92.3 (WNYL-FM) and New York’s Country 94.7 (WNSH-FM). Prior to joining Entercom in 2017, she served as Regional Vice President at Cox Media Group. Previous roles have included Vice President and General Manager at Cox Media Group in Orlando and General Sales Manager for ABC-Disney Radio in Minneapolis. Larkin currently serves as Chairman of the Board of the Radio Advertising Bureau (RAB) and is a Board Director for New York Market Radio (NYMRAD). She has previously served as Radio Vice Chair for the Florida Association of Broadcasters and Board Director for the Ronald McDonald House Charities, and served as President of American Women in Radio & Television (AWRT) in the Tampa, Columbus and Minneapolis chapters. Larkin is widely recognized as a strong, dynamic leader and has been named one of Radio Ink’s “Most Influential Women in Radio” and a “Top Manager” many times throughout her career.

CONTACT:

Esther-Mireya Tejeda

Entercom

212-649-9686

Esther-Mireya.Tejeda@entercom.com

@EntercomPR

About Entercom Communications Corp.

Entercom Communications Corp. (NYSE: ETM) is a leading audio and entertainment company engaging over 170 million consumers each month through its iconic broadcast brands, expansive digital platform, premium podcast network and live events and experiences. With presence in every major U.S. market, and accessible on every device, Entercom delivers the industry’s most compelling live and on-demand content and experiences from voices and influencers its communities trust and love. The company’s robust portfolio of assets and integrated solutions offer advertisers today’s most engaged audiences through targeted reach, brand amplification and local activation—all at national scale. Entercom is the unrivaled leader in local radio sports and news and the #1 creator of live, original local audio content in the U.S. Learn more at www.entercom.com, Facebook and Twitter (@Entercom).

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