Entravision Communications Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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

ENTRAVISION COMMUNICATIONS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On May 28, 2025, Entravision Communications Corporation (the "Company") entered into an executive compensation letter agreement with Juan Navarro (the "Compensation Letter"), pursuant to which he will continue to serve as the Company’s Chief Revenue Officer. This agreement replaces an employment agreement which was effective as of December 22, 2023.

The Compensation Letter provides for an initial base salary of $400,000 per year. Mr. Navarro is eligible to receive a target annual bonus equal to 60% of his base salary, determined in accordance with the Company’s Executive Cash Incentive Bonus Plan (the "Cash Plan"), and is also eligible for equity incentive grants under the Company’s equity incentive plans. Mr. Navarro is not a “covered executive” under the Cash Plan for fiscal year 2025, such that he will not receive a 2025 cash bonus under the Cash Plan.

Additionally, on May 28, 2025, the Company entered into a participation agreement with Mr. Navarro (the "Participation Agreement"), pursuant to which Mr. Navarro agrees to participate in the Company's previously-adopted Executive Severance and Change in Control Plan (the "Severance Plan") as a Group II executive. The Participation Agreement provides that, notwithstanding the language of the Severance Plan, if Mr. Navarro experiences a qualifying termination under the Severance Plan prior to December 31, 2026, then, solely for purposes of calculating severance payments under the Severance Plan, he will be deemed a “covered executive” for the year of termination under the Cash Plan.

The foregoing descriptions do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Compensation Letter and the Participation Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 29, 2025, the Company held its annual meeting of stockholders (the “Annual Meeting”). As of the record date of April 17, 2025, there were a total of 81,623,559 shares of Class A common stock issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 72,417,988 shares of Class A common stock were present in person or by proxy, representing a quorum.

At the Annual Meeting, the Company’s stockholders: (i) elected each of the eight persons listed below under “Election of Directors” to serve as a director of the Company until the 2026 annual meeting of the stockholders and until their successors are duly elected and qualified; (ii) ratified the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025; and (iii) approved, on an advisory, non-binding basis, the compensation of our named executive officers. The results of the voting at the Annual Meeting on each such matter are set forth below.

1. Election of Directors:

2. Ratification of the appointment of Deloitte & Touche, LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

3. Approval of Executive Compensation (Non-Binding Advisory Resolution):

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

† Management contract or compensatory plan, contract or arrangement.

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.