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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): January 22, 2025
____________________________
Cumulus Media Inc.
(Exact name of registrant as specified in its charter)
____________________________
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Delaware | | 001-38108 | | 82-5134717 | |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS employer Identification No.) | |
| | | | | | |
780 Johnson Ferry Road NE, Suite 500 | Atlanta | GA | | 30342 | | |
(Address of principal executive offices) | | (Zip Code) | | |
| | | | |
Registrant’s telephone number, including area code | (404) | 949-0700 | | | |
|
n/a |
(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:
☐ 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 Symbol(s) | Name of each exchange on which registered |
Class A common stock | CMLS | Nasdaq Global Market |
Class A common stock purchase rights | N/A | Nasdaq Global Market |
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.
On January 22, 2025, Matthew Blank notified the Board of Directors (the “Board”) of Cumulus Media Inc. (the “Company”) that he has decided to resign from the Board to devote more time to his other commitments, effective as of January 22, 2025. Mr. Blank has agreed to serve as a consultant to the Company for a period of 18 months following his resignation from the Board.
As a result of Mr. Blank’s departure, the Board, upon the recommendation of the Nominating and Governance Committee of the Board, appointed Steven M. Galbraith to serve as a director, effective January 22, 2025. Mr. Galbraith, 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 2025 annual meeting of stockholders, and until his successor is duly elected and qualified.
There are no arrangements or understandings between Mr. Galbraith or his affiliates and any other persons pursuant to which Mr. Galbraith was appointed as a director, and Mr. Galbraith 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. Mr. Galbraith’s compensation will be consistent with other non-employee members of the Board, on a prorated basis, which is described in the Company’s Proxy Statement on Schedule 14A filed with the SEC on March 29, 2024, and as may be amended from time to time by the Board.
Item 7.01 - Regulation FD Disclosure.
On January 22, 2025, the Company issued a press release announcing the appointment of Mr. Galbraith 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.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
Exhibit Number | Description |
| |
99.1 | |
104 | 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.
| | | | | | | | | | | | | | |
| | | | |
| | Cumulus Media Inc. |
| | | | |
| | By: | | /s/ Francisco J. Lopez-Balboa |
| | | | Name: Francisco J. Lopez-Balboa |
| | | | Title: Executive Vice President, Chief Financial Officer |
Date: | January 22, 2025 | | | |
Cumulus Media Appoints a Top Shareholder Steven M. Galbraith to Board of Directors
ATLANTA, GA — January 22, 2025: Cumulus Media Inc. (NASDAQ: CMLS) today announced the appointment of Steven M. Galbraith to its Board of Directors.
"We are thrilled to welcome Steve to our board," said Chairman Andrew W. Hobson. "As a longtime shareholder in the Company, Steve has demonstrated a deep commitment to the Company’s success. His impressive investment management background and expertise complement the diverse strengths and wide-ranging capabilities of our existing board, and we are excited to leverage his vision and insights to drive growth and capitalize on new opportunities.”
Galbraith is currently a managing member of Kindred Capital Advisors LLC, and is among the largest shareholders of Cumulus through his personal holdings and those held through Kindred. Previously, Galbraith served as managing member of Herring Creek Capital and was a partner at Maverick Capital. His extensive financial services background also includes serving as Chief Investment Officer at Morgan Stanley, where he played a pivotal role in shaping the firm's investment strategies. In addition to his professional achievements, Galbraith was an Adjunct Professor at Columbia University Business School from 1998 to 2008, where he taught securities analysis. He also previously served as an advisor to the Office of Financial Research, an independent bureau reporting to the U.S. Treasury, established under Dodd-Frank to enhance the stability and transparency of the US financial system.
Galbraith has also been actively involved in various non-profit organizations. He has served on the Board of Trustees of Tufts University and the National Constitution Center in Philadelphia. Currently, he sits on the board of trustees of the Success Academy Charter Schools, where he served as Chair, as well as Third Way, the Educational Equity Lab, and the American Friends of Hebrew University Endowment. Additionally, he is a board member of Narragansett Brewing Company, Equity Data Science, and Said Holdings Limited.
About Cumulus Media
Cumulus Media (NASDAQ: CMLS) is an audio-first media company delivering premium content to over a quarter billion people every month — wherever and whenever they want it. Cumulus Media engages listeners with high-quality local programming through 400 owned-and-operated radio stations across 84 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, Infinity Sports Network, AP News, the Academy of Country Music Awards, and many other world-class partners across more than 9,800 affiliated stations through Westwood One, the largest audio network in America; and inspires listeners through the Cumulus Podcast Network, its rapidly growing network of original podcasts that are smart, entertaining and thought-provoking. Cumulus Media provides advertisers with personal connections, local impact and national reach through broadcast and on-demand digital, mobile, social, and voice-activated platforms, as well as integrated digital marketing services, powerful influencers, full-service audio solutions, industry-leading research and insights, and live event experiences. For more information visit www.cumulusmedia.com.
For further information, please contact:
Cumulus Media Inc.
Investor Relations Department
IR@cumulus.com
404-260-6600
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