Mediaco Holding Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

 

On October 29, 2024, MediaCo Holding Inc. (the “Company”) and Standard Media Group LLC (“SMG”) entered into an Employee Leasing Agreement, effective as of October 1, 2024 (the “Leasing Agreement”).  Under the Leasing Agreement, the Company will obtain the services of several SMG employees to serve various roles for the Company, including with respect to the legal, digital products, broadcast IT, and news operations function. To the extent permitted by law and other than as expressly set forth in the Leasing Agreement, the Company will have the exclusive right to direct the day-to-day work of, and to direct, control, and supervise, the leased employees, who will remain employees of SMG.  The Leasing Agreement is an at-cost arrangement, with the Company paying only for a percentage of the actual cost of employing each leased employee, with no markup or service fees above the Company’s share of the actual fully-loaded cost of each leased employee.  Either party may terminate the Leasing Agreement without cause on thirty (30) days notice, or immediately upon certain events described therein. The Employee Agreement also contains other customary provisions relating to, among other things, confidentiality, the ownership of intellectual property and indemnification.

 

The foregoing description of the Leasing Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Leasing Agreement, which is attached as Exhibit 10.1 to this report and incorporated by reference herein.

 

 

On October 29, 2024, Alberto Rodriguez, the Chief Revenue Officer of the Company and the President of MediaCo Audio, was appointed by the Company’s Board of Directors (the “Board”) to also serve, in an interim capacity, as Chief Executive Officer and President of the Company, effective immediately, until his death, resignation or earlier replacement at any time, with or without cause, by the Board.  No changes to Mr. Rodriguez’s compensation arrangements are contemplated in connection with such interim appointment.

 

On October 28, 2024, Jacqueline Hernández, who had been serving as the Company’s interim Chief Executive Officer and President, ceased to serve in such capacities, having served the full six-month term of her engagement consistent with the initial expectation when she was initially appointed to serve in those roles.  Ms. Hernandez will continue to serve as a member of the Board.

 

Also on October 29, 2024, Rene Santaella was appointed by the Board to serve as Chief Operating Officer of the Company, effective immediately, until his death, resignation or earlier replacement at any time, with or without cause, by the Board.

 

The Company and Mr. Santaella agreed to the following terms of employment in connection with his appointment as Chief Operating Officer, as approved by the Board’s Compensation Committee.

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a base annual salary of $450,000;

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annual cash incentive compensation in a target amount of 50% of his annual base salary, with achievement determined based on the discretion of the Company;

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an equity grant, to be made promptly after the approval by the Company’s stockholders of a new equity incentive plan, with a value of $1,000,000, of which 50% shall vest ratably over a period of three years after the date of the grant, and 50% shall vest based on performance, as determined by the Committee in its sole discretion; and

 

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severance arrangements providing for severance, in the event that Mr. Santaella is terminated by the Company without cause (as determined by the Company in its sole discretion), equal to nine months of Mr. Santaella’s base salary.

There are no family relationships between Mr. Santaella and any director or executive officer of the Company subject to disclosure under Item 401(d) of Regulation S-K, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

On October 24, 2024, Brian Kei, the Chief Operating Officer of the Company, resigned as an officer of the Company, effective October 25, 2024.

Item 7.01

Regulation FD Disclosure.

 

A presentation regarding the Company’s business is attached to this Current Report on Form 8-K as Exhibit 99.1.

 

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

 

(d) Exhibits.

	Exhibit	Description
	10.1	Employee Leasing Agreement
	99.1	Presentation Regarding MediaCo Holding, Inc.
	104	Cover Page Interactive Data File (formatted as Inline XBRL).