CUMULUS MEDIA INC. Announces 2024 Annual Meeting of Stockholders on May 2, 2024

TL;DR

<b>CUMULUS MEDIA INC. will hold its 2024 Annual Meeting of Stockholders virtually on May 2, 2024, to elect directors, approve executive compensation, and ratify auditor appointment.</b>

AI Summary

CUMULUS MEDIA INC (CMLSQ) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. The 2024 Annual Meeting of Stockholders for CUMULUS MEDIA INC. will be held virtually on May 2, 2024. The meeting agenda includes electing seven directors, approving executive compensation, and ratifying the appointment of PricewaterhouseCoopers LLP as the independent auditor for 2024. Only holders of record of Class A common stock as of March 15, 2024, are entitled to vote. The company is holding the meeting virtually via the Internet at https://www.cstproxy.com/cumulusmedia/2024. Guests will not be able to attend the virtual meeting; beneficial owners must register in advance.

Why It Matters

For investors and stakeholders tracking CUMULUS MEDIA INC, this filing contains several important signals. This filing is a proxy statement (DEF 14A) detailing the agenda and procedures for the upcoming annual meeting, crucial for shareholders to understand voting matters and company governance. The virtual format and registration requirements for beneficial owners are key logistical points for shareholders intending to participate in the meeting.

Risk Assessment

Risk Level: low — CUMULUS MEDIA INC shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain new financial or operational information that would indicate significant risk.

Analyst Insight

Shareholders should review the proxy materials to make informed decisions on director elections and executive compensation.

Key Numbers

• 7 — Directors to be elected (To serve until the next annual meeting of stockholders)
• 2024 — Fiscal Year End (Indicated in company data)
• 2024 — Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP appointed for the year)

Key Players & Entities

• CUMULUS MEDIA INC. (company) — Registrant name and subject of the filing
• PricewaterhouseCoopers LLP (company) — Proposed independent registered public accounting firm
• May 2, 2024 (date) — Date of the Annual Meeting of Stockholders
• March 15, 2024 (date) — Record Date for determining stockholders entitled to vote
• 4049490700 (phone_number) — Business phone number for CUMULUS MEDIA INC.

FAQ

Industry Context

Cumulus Media Inc. operates in the radio broadcasting industry, a sector subject to advertising revenue fluctuations and regulatory oversight.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs proxy solicitations.

What Investors Should Do

1. Review the proxy statement for details on director nominees and their qualifications.
2. Understand the proposals regarding executive compensation and vote accordingly.
3. Note the virtual meeting format and registration requirements for participation.

Key Dates

• 2024-05-02: Annual Meeting of Stockholders — Election of directors, approval of executive compensation, ratification of auditor.
• 2024-03-15: Record Date — Determines which stockholders are entitled to vote at the annual meeting.

Year-Over-Year Comparison

This is the initial filing for the 2024 proxy season, providing details for the upcoming annual meeting.

Key Financial Figures

• $7,500 — he solicitation of proxies for a fee of $7,500 plus reimbursement of out-of-pocket exp
• $624 million — ny, reduced total debt by approximately $624 million (~48%) since June 2018, and launched mu
• $146 million — nesses which collectively generate over $146 million of revenue. She also successfully led t

Filing Documents

• tm249635-1_def14a.htm (DEF 14A) — 836KB
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• ph_thomashcastro-4clr.jpg (GRAPHIC) — 19KB
• px_cumulus1pg01-bw.jpg (GRAPHIC) — 340KB
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• 0001104659-24-041162.txt (&nbsp;) — 2307KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 19

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 20 AUDIT COMMITTEE REPORT 38 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 39 PROPOSAL NO. 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION 40 PROPOSAL NO. 3: RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 41 CODE OF ETHICS 42 SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING 42 COMPLIANCE WITH UNIVERSAL PROXY RULES FOR DIRECTOR NOMINATIONS 42 ANNUAL REPORT 42 i TABLE OF CONTENTS INFORMATION REGARDING THE ANNUAL MEETING Proxy Statement; Date, Time and Place of Annual Meeting We are furnishing this proxy statement in connection with the solicitation of proxies by our Board of Directors (the "Board of Directors" or the "Board") for use at our 2024 Annual Meeting of Stockholders (the "annual meeting") to be held on May 2, 2024, at 12:00 p.m., Eastern Time, virtually via the Internet at https://www.cstproxy.com/cumulusmedia/2024, or at any adjournment or postponement of that meeting. The Company has decided to hold the annual meeting virtually via the Internet. At the annual meeting, stockholders will be asked to consider and vote on the items of business listed and described in this proxy statement. This proxy statement and the accompanying proxy card are first being distributed to our stockholders and made available on the Internet on or about March 29, 2024. Record Date; Quorum; Outstanding Common Stock Entitled to Vote All holders of record of our Class A common stock as of the close of business on March 15, 2024 (the "Record Date"), are entitled to receive notice of, and to vote at, the annual meeting. As a result of their limited voting rights, holders of our Class B common stock will not be entitled to receive notice of, and to vote at, the annual meeting. We will make available, during ordinary business hours at our offices at 780 Johnson Ferry Road, N.E. Suite 500, Atlanta, Georgia 30342, a list of stockholders of recor

View Full Filing

View this DEF 14A filing on SEC EDGAR