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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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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 27, 2018
Townsquare Media, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation
or organization)
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001-36558
(Commission
File Number)
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27-1996555
(I.R.S. Employer
Identification No.)
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240 Greenwich Avenue
Greenwich, Connecticut 06830
(203) 861-0900
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
__________________
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Check the appropriate box below if 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 435 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 (17CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On April 27, 2018 Townsquare Media, Inc. (the “Company”) and Bill Wilson entered into a letter agreement that amends Mr. Wilson’s employment agreement with the Company. The letter agreement provides for an increase of Mr. Wilson’s annual base salary to $1,000,000 and stipulates that Mr. Wilson’s annual bonus for each of the Company’s 2018 and 2019 fiscal years will not be less than his target opportunity.
The foregoing description of Mr. Wilson’s letter agreement is qualified in its entirety by reference to the full text of the agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. Mr. Wilson’s employment agreement with the Company is filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on October 19, 2017 and is incorporated by reference herein.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit
Number
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Description
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10.1
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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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Townsquare Media, Inc.
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Date: May 3, 2018
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By:
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/s/ Christopher Kitchen
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Christopher Kitchen
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Executive Vice President and General Counsel
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INDEX TO EXHIBITS
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Exhibit
Number
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Description
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10.1
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Letter Agreement between Townsquare Media, Inc. and Bill Wilson, dated April 27, 2018.
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April 27, 2018
Bill Wilson
Address on file with the Company
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Re:
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Employment Agreement Amendment
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Dear Bill:
This letter confirms our recent discussions regarding certain changes to your Employment Agreement, dated October 16, 2017, with Townsquare Media, Inc. (the “
Company
”). Except as otherwise set forth herein, the terms and conditions of your Employment Agreement will be unaffected by this letter. Capitalized terms used but not defined herein will have the meaning set forth in your Employment Agreement.
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•
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Base Salary
. Effective immediately, your Base Salary will increase to $1,000,000.
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•
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Annual Bonus
. Your annual cash bonus for each of the Company’s 2018 and 2019 fiscal years will be no less than your Target Bonus.
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* * *
We are looking forward to your continued leadership.
[
Signature Page Follows
]
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Townsquare Media, Inc.
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/s/ David Quick
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By: David Quick
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Title: Chair, Compensation Committee
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ACCEPTED AND AGREED:
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/s/ Bill Wilson
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Bill Wilson
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Signature Page to Employment Agreement