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) March 4, 2009 (February 26, 2009)
CUMULUS MEDIA INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-24525
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36-4159663 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS employer
Identification No.) |
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| 3280 Peachtree Road, N.W., Suite 2300, Atlanta GA
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30305 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (404) 949-0700
n/a
(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)) |
Section 5 — Corporate Governance and Management
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| Item 5.02 — |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers |
On February 26, 2009, the compensation committee of the board of directors of the Company,
after review and consideration of the Company’s overall and relative financial performance for
fiscal year 2008 and an assessment of the individual and relative performance of the executive
officers of the Company during 2008, in consultation with Lewis W. Dickey, Jr., Chairman, President
and Chief Executive Officer, approved discretionary cash bonus payments for the following named
executive officers: Martin R. Gausvik, Executive Vice President, Chief Financial Officer and
Treasurer, $50,000; Jon G. Pinch, Executive Vice President and Co-Chief Operating Officer,
$100,000; and John W. Dickey, Executive Vice President and Co-Chief Operating Officer, $165,000.
The compensation committee, taking into account similar criteria, approved a $500,000 discretionary
cash bonus payment for Mr. L. Dickey.
In addition, the compensation committee approved awards of 320,000 shares of restricted common
stock, pursuant to the Company’s 2008 Equity Incentive Plan, to Mr. L. Dickey. The awards were
made pursuant to Mr. L. Dickey’s employment agreement, and were comprised of 160,000 time-vested
shares and 160,000 performance-based shares, all of which vest in accordance with the terms and
conditions of the employment agreement. The compensation committee also approved awards of
restricted common stock, pursuant to the Company’s 2008 Equity Incentive Plan, for each of the
named executive officers below in the following aggregate amounts: Martin R. Gausvik, Executive
Vice President, Chief Financial Officer and Treasurer, 15,000 time-vested shares; Jon G. Pinch,
Executive Vice President and Co-Chief Operating Officer, 40,000 time-vested shares; and John W.
Dickey, Executive Vice President and Co-Chief Operating Officer, 70,000 time-vested shares.
The awards of restricted common stock will be governed by restricted stock agreements
substantially in the forms filed with this current report on Form 8-K as Exhibit 10.1.
Section 9 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is filed with this report:
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| Exhibit |
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Description |
10.1
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Form of Restricted Stock Agreement for Awards under the
Company’s 2008 Equity Incentive Plan |
2