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
EMMIS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its
charter)
INDIANA
(State of incorporation or organization)
35-1542018
(I.R.S. Employer
Identification No.)
(317) 266-0100
(Registrant’s Telephone Number,
Including Area Code)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01. Entry into a Material Definitive Agreement.
On
December 5, 2006, the Compensation Committee of the Board of Directors of Emmis
Communications Corporation (the
“Company”) adopted a bonus plan for Patrick Walsh,
the Company’s
new Executive Vice President, Chief Financial Officer and Treasurer. Because Mr. Walsh was hired
in the middle of the year, he is not covered under the bonus plan applicable to
the Company’s other
executive offers. The bonus plan for Mr. Walsh provides for a $150,000 target bonus covering the
period from
September 1, 2006 through
February 28, 2007. Fifty percent of that target bonus
will be awarded based upon
the Company’s attainment of a specified station operating income target
for the period and the other fifty percent will be awarded based upon the Compensation
Committee’s assessment of Mr. Walsh’s individual performance during the period. After the end of
the fiscal year, the Committee will determine the percent of the station operating income target
that was achieved and will evaluate Mr. Walsh’s individual performance. Based on these results,
the Committee will make the actual bonus award, payable in cash, stock or both in a proportion to
be determined by the Committee.
On
December 5, 2006, Jeffrey H. Smulyan advised the Board of Directors that he was reducing
his base salary for the fiscal year ended
February 29, 2008 from
$880,000 to $1 as part of a
corporate cost cutting initiative.
On
December 5, 2006, the Board of Directors voted to amend Section 3.2(a) of our Amended and
Restated Code of
By-Laws to reduce the number of Directors from nine to seven. The amendment will
be effective on the date of the next annual meeting of shareholders,
February 13, 2006. A copy of
the revised Amended and Restated Code of
By-Laws is attached as
Exhibit 3.2 to this Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
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, thereunto duly authorized.
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EMMIS COMMUNICATIONS CORPORATION
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Date: December 8, 2006 |
By: |
/s/ J. Scott Enright
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J. Scott Enright, Senior Vice President, |
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Associate General Counsel and Secretary |
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