Amendment: Mediaco Holding Inc. filed SEC Form 8-K: Leadership Update
$MDIA
Broadcasting
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 25, 2024
(Exact Name of Registrant as Specified in Its Charter)
(Commission File Number)
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices, including zip code)
(212 ) 229-9797
(Registrant’s telephone number, including area code)
Not applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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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 ☒
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. ☐
Introductory Note
This Amendment No. 1 to Current Report on Form 8-K (this “Amendment No. 1”) amends the Current
Report on Form 8-K of MediaCo Holding, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on September 27, 2024 (the “Original Form 8-K”). The Original Form 8-K reported, among other things, the resignation of Ann C.
Beemish as the Company’s Chief Financial Officer. At the time of the filing of the Original Form 8-K, the board of directors of the Company (the “Board”) had not yet determined the terms of Ms. Beemish’s separation.
This Amendment No. 1 is being filed solely for the purpose of amending the disclosure in the
Original Form 8-K to include (i) a description of the terms of Ms. Beemish’s Separation Agreement and (ii) a description of the terms of Ms. Beemish’s Consulting Agreement. Except as set forth herein, no other modification has been made to the
Original Form 8-K.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On October 1, 2024, the Company and Ms. Beemish entered into a Separation and General Release Agreement, dated October 1, 2024 (the “Separation
Agreement”), pursuant to which Ms. Beemish will receive, upon execution of a customary release and the completion and termination of the Consulting Agreement (as discussed below), payment of $170,238, payable in equal monthly installments over a
six-month period. The Separation Agreement is subject to customary confidentiality and other provisions.
Pursuant to the Separation Agreement, the Company and Ms. Beemish entered into an Independent
Contractor Consulting Agreement, dated October 1, 2024 (the “Consulting Agreement”), covering the period until December 31, 2024. During the term of the Consulting Agreement, Ms. Beemish will be available to provide consulting services to the
Company, on an as needed basis, for payments of $25,000 per month.
The descriptions of the Separation Agreement and the Consulting Agreement are only summaries of the
terms and provisions thereof and are qualified in their entirety by the full text of the Separation Agreement, which is attached hereto as Exhibit 99.1, and by the full text of the Consulting Agreement, which is attached hereto as Exhibit 99.2.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
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Description
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104
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Cover Page Interactive Data File (formatted as Inline XBRL).
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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.
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MEDIACO HOLDING INC.
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Date: October 4, 2024
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By:
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/s/ Jacqueline Hernández
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Name: Jacqueline Hernández
Title: Interim Chief Executive Officer,
Interim President
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