Cumulus Media Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Broadcasting
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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):May 30, 2025
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
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Item 5.07 – Submission of Matters to a Vote of Security Holders
The Annual Meeting was held on May 30, 2025. The results of voting on the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting were as follows:
Proposal No. 1 (Election of Directors):
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Mary G. Berner | 9,701,506 | 745,495 | 3,323,660 | |||||||||||||||||
| Thomas H. Castro | 9,327,260 | 1,119,741 | 3,323,660 | |||||||||||||||||
| Deborah A. Farrington | 9,684,831 | 762,170 | 3,323,660 | |||||||||||||||||
| Steven M. Galbraith | 10,003,623 | 443,378 | 3,323,660 | |||||||||||||||||
| Joan Hogan Gillman | 9,307,557 | 1,139,444 | 3,323,660 | |||||||||||||||||
| Andrew W. Hobson | 9,327,619 | 1,119,382 | 3,323,660 | |||||||||||||||||
| Brian G. Kushner | 9,323,213 | 1,123,788 | 3,323,660 | |||||||||||||||||
As a result of the foregoing vote, each of the seven listed nominees were elected to serve as directors of the Company until the Company’s next annual meeting of stockholders and until their successors are elected and qualified.
Proposal No. 2 (Proposal to approve, on an advisory basis, the compensation paid to the Company’s named executive officers):
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 8,751,021 | 1,115,170 | 580,810 | 3,323,660 | |||||||||||||||||
As a result of the foregoing, the proposal to approve, on an advisory basis, the compensation paid to the Company’s named executive officers was approved.
Proposal No. 3 (Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025):
| Votes For | Votes Against | Abstain | ||||||||||||
| 13,316,705 | 134,473 | 319,483 | ||||||||||||
As a result of the foregoing, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025 was approved.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | ||||
| 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: | May 30, 2025 | |||||||||||||