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Securities registered pursuant to Section 12(b) of the Act:
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iClass A common stock, par value $0.0000001 per share
iCMLS
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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 i☐
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. i☐
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
August 17, 2022, the Board of Directors (the “Board”) of Cumulus Media Inc. (the “Company”), upon the recommendation of the Nominating and Governance Committee of the Board, appointed Deborah A. Farrington to serve as a director, effective August 19, 2022. With Ms. Farrington's appointment, the Board is now comprised of seven members. In addition, the Board has appointed Ms. Farrington to the Audit Committee of the Board, effective August 19, 2022. Ms. Farrington, who satisfies the independence requirements of Nasdaq Stock Market and the Securities and Exchange Commission (the “SEC”) rules, will serve for an initial term to expire concurrently with the terms of the other members of the Board at the Company’s 2023
annual meeting of stockholders, and until her successor is duly elected and qualified.
There are no arrangements or understandings between Ms. Farrington and any other persons pursuant to which Ms. Farrington was appointed as a director, and Ms. Farrington is not a party to any transaction with the Company reportable pursuant to Item 404(a) of Regulation S-K under the Securities Act of 1933. Ms. Farrington’s compensation will be consistent with other non-employee members of the Board, which is described in the Company’s Proxy Statement on Schedule 14A filed with the SEC on March 28, 2022, and as may be amended from time to time by the Board.
Item
7.01.Regulation FD Disclosure.
On August 22, 2022, the Company issued a press release announcing the appointment of Ms. Farrington to the Board, as described under Item 5.02, above. A copy of the press release is attached as Exhibit 99.1 to this Current Report. The information included in Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of
the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended, or the Exchange Act.
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
