Bright Mountain Media, Inc. (Form: 8-K, Received: 04/06/2017 15:05:33)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 1, 2017

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Bright Mountain Media, Inc.

(Exact name of registrant as specified in its charter)

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Florida	000-54887	27-2977890
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487

(Address of principal executive offices) (Zip Code)

561-998-2440

(Registrant’s telephone number, including area code)

Not Applicable

(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 (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))

Item 5.02

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

On April 1, 2017 Bright Mountain Media, Inc. entered into the First Amendment to the Executive Employment Agreement with W. Kip Speyer, our Chairman and Chief Executive Officer. This amendment amends certain terms of the Executive Employment Agreement dated June 1, 2014 by and between our company and Mr. Speyer. Under the terms of the amendment, the term of his employment was extended to April 1, 2020, which may be further extended for additional one year periods upon 180 days notice by us to him. Under the terms of the amendment, Mr. Speyer's base salary was increased to $165,000 annually and he is entitled to earn annual performance bonuses, beginning with the year ending December 31, 2017, ranging from 25% of his base salary to 80% of his base salary upon our achievement of certain annual revenue and EBITDA targets. All other terms and conditions of his employment agreement remain in full force. The foregoing description of the terms and conditions of the First Amendment to Executive Employment Agreement is qualified in its entirety by reference to the agreement, a copy of which is filed as Exhibit 10.32 to this report.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits



Exhibit No.		Description

10.32		First Amendment to Executive Employment Agreement dated April 1, 2017 by and between Bright Mountain Media, Inc. and W. Kip Speyer.

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.


Date: April 6, 2017	Bright Mountain Media, Inc.


	By:	/s/ Dennis W. Healey
		Dennis W. Healey, Chief Financial Officer

EXHIBIT INDEX



Exhibit No.		Description

10.32		First Amendment to Executive Employment Agreement dated April 1, 2017 by and between Bright Mountain Media, Inc. and W. Kip Speyer.

EXHIBIT 10.32

FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT ( the “ 2017 Amendment ”) to the EXECUTIVE EMPLOYMENT AGREEMENT dated June 1, 2014 (this “ Agreement ”) is made and entered this first day of April 2017 (the “ Effective Date ”) between Bright Mountain Media, Inc., a Florida corporation whose principal place of business is 6400 Congress Avenue, Suite 2050, Boca Raton, FL 33431 (the “ Corporation ”) and W. Kip Speyer, an individual whose address is ______________ (the “ Executive ”).

RECITALS

WHEREAS , the Corporation and the Executive are parties to that certain Executive Employment Agreement dated June 1, 2014, pursuant to which the Executive serves as the Corporation's Chairman, President and Chief Executive Officer.

WHEREAS , the term of the Agreement expires on May 31, 2017.

WHEREAS , prior to the expiration of such term, the Corporation and the Executive desire enter into this 2017 Amendment upon the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the mutual agreements herein made, the Corporation and the Executive do hereby agree as follows:

Recitals . The above recitals are true, correct, and are herein incorporated by reference.

Ratify . Except as provided herein, all terms of the Agreement are hereby ratified and affirmed.

Item 4 of the Agreement “ Term ” is hereby amended as follows:

Term . The Term of employment hereunder will commence on the Effective Date and end on the third (3rd) anniversary of the Effective Date and may be extended for additional one (1) year periods (each a “ Renewal Term ”) by written notice given by the Corporation to the Executive at least one hundred eighty (180) days before the expiration of the Term or the Renewal Term, as the case may be, unless this Agreement shall have been terminated pursuant to Section 6 of this Agreement.

Item 5 of the Agreement “ Compensation and Benefits ” is hereby amended as follows:

Compensation and Benefits .

(a)

Salary . The Executive shall be paid a base salary (“ Base Salary ”), payable in accordance with the Corporation's policies from time to time for senior executives, at an annual rate of One Hundred Sixty-five Thousand Dollars ($165,000).

(b)

Annual Performance Bonus . The Executive shall be eligible to receive an annual performance bonus pursuant to Exhibit A to this Agreement (the “ Performance Bonus ”) payable in cash within five (5) days after the filing by the Corporation's with the Securities and

Exchange Commission of its Annual Report on Form 10-K containing the Audited Financial Statements (as that term is defined in Exhibit A) for the year in which the Performance Bonus was earned, if any.

IN WITNESS WHEREOF , the parties have executed this 2017 Amendment as of the date set forth in the first paragraph of this Agreement.


	THE CORPORATION :

	BRIGHT MOUNTAIN MEDIA, INC .

	By:	/s/ Dennis W. Healey
		Dennis W. Healey, Chief Financial Officer

	THE EXECUTIVE

	/s/ W. Kip Speyer
	W. Kip Speyer

Exhibit A

Performance Bonus

During the Term of the Agreement, the Executive shall be entitled to earn an annual Performance Bonus for each year and in such amounts set forth below, commencing with the year ending December 31, 2017, based upon the Corporation reporting Revenues and EBITDA as follows:


Revenue	Minimum EBITDA	Amount of Bonus

Less than $3,000,000	-	None

$3,000,000 to $3,500,000	-	25% of Base Salary

$3,500,001 to $4,000,000	$100,000	40% of Base Salary

$4,000,001 to $4,500,000	$150,000	65% of Base Salary

$4,500,001 or greater	$175,000	80% of Base Salary

When used herein:

" Revenue " shall mean the total amount of revenues from all sources reported by the Corporation and its consolidated subsidiaries for the year then ended based upon the audited consolidated financial statements (the " Audited Financial Statements ") appearing in the Corporation's Annual Report on Form 10-K as filed with the Securities and Exchange Commission; and

" EBITDA " shall mean earnings before income taxes, depreciation and amortization based upon the Audited Financial Statements.