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): May 21, 2019

 

 

ENTERCOM COMMUNICATIONS CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Pennsylvania   001-14461   23-1701044

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

401 E. City Avenue, Suite 809

Bala Cynwyd, Pennsylvania

  19004
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (610) 660-5610

 

(Former Address of Principal Executive Offices)

 

 

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):

 

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,

par value $.01 per share

  ETM   New York Stock Exchange

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 5.07.

Submission of Matters to a Vote of Security Holders.

 

  (a)

On May 21, 2019, Entercom Communications Corp. (the “ Company ”) held its Annual Meeting of Shareholders.

 

  (b)

The following matters were voted on at the Company’s Annual Meeting of Shareholders:

 

  (i)

the election of one Class A Director, in Board Class II, for a three year term expiring at the 2022 annual meeting of shareholders or until such Director’s successor is duly elected and qualified;

 

  (ii)

the election of two other Directors, each in Board Class II, for a three year term expiring at the 2022 annual meeting of shareholders or until each such Director’s successor is duly elected and qualified; and

 

  (iii)

the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2019.

At the Company’s Annual Meeting of Shareholders:

 

  (I)

Mark R. LaNeve was elected as a Class A Director, in Board Class II, for a three year term expiring at the 2022 annual meeting of shareholders or until his successor is duly elected and qualified;

 

  (II)

Sean R. Creamer and Joel Hollander were each elected as a Director, in Board Class II, for a three year term expiring at the 2022 annual meeting of shareholders or until each such Director’s successor is duly elected and qualified; and

 

  (III)

the shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2019.

The voting results were as follows:

 

  (A)

Election of Class A Director in Board Class II:

 

Nominee

  

For

  

Withheld

  

Broker Non-Votes

Mark R. LaNeve

   76,765,836    27,145,438    19,415,134

 

-2-


  (B)

Election of two other Directors in Board Class II:

 

Nominee

  

For

  

Withheld

  

Broker Non-Votes

Sean R. Creamer

   140,093,099    4,270,165    19,415,134

Joel Hollander

   115,012,629    29,350,635    19,415,134

 

  (C)

Ratification of The Selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2019.

 

For

  

Against

  

Abstain

  

Broker Non-Votes

162,749,962

   988,589    39,847    —  

 

-3-


SIGNATURE

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.

 

Entercom Communications Corp.
        By:    

/s/ Andrew P. Sutor, IV

    Andrew P. Sutor, IV
   

Executive Vice President and

Secretary

Dated: May 23, 2019

 

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