Cumulus Media Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, 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):March 4, 2025
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 4, 2025, the Board of Directors (the “Board”) of Cumulus Media Inc. (the “Company”), in part based upon feedback received during the Company’s extensive stockholder engagement efforts over the past year, unanimously approved an amendment (the “Bylaw Amendment”) to Section 2.7 of the Company’s Bylaws, as amended and restated (the “Bylaws”) to implement a director resignation policy to require that any incumbent director nominee who does not receive a majority of the votes cast in an election that is not a Contested Election (as defined therein) will promptly tender his or her resignation for consideration in accordance with the procedures set forth in Section 2.7 of the Bylaws. The Nominating and Governance Committee (“N&G Committee”) of the Board will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. Taking into account the recommendation of the N&G Committee, the Board will determine whether to accept or reject any such resignation within 90 days from the date of the certification of election results, and publicly disclose such decision, including the rationale behind its decision if such resignation is rejected. The Bylaw Amendment was effective immediately.
The foregoing summary is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | ||||
| 3.1 | |||||
| 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: | March 10, 2025 | |||||||||||||