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
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(e)-1 Entercom Annual Incentive Plan
On
May 10, 2017, the Company held its annual meeting of shareholders (the
Annual
Meeting
) at which the shareholders of the Company re-approved the Entercom Annual Incentive Plan (the
AI
Plan
). A
description of the terms and conditions of the AI Plan are set forth in the Companys definitive proxy statement on Schedule 14A (
Proxy
Statement
) filed with the Securities and Exchange Commission on March 17,
2017 and incorporated herein by reference. Such description is qualified entirely by reference to the actual terms of the Plan, a copy of which was filed as Exhibit A to the Proxy Statement.
(e)-2
Amendment to Employment Agreement - Joseph Field
On May 10, 2017, the Company entered into an Amendment to Employment Agreement with Joseph M. Field (the
Field
Amendment
). Pursuant to the Field Amendment, Mr. Field
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agreed to reduce his compensation from three times the annual cash retainer and three times the annual equity compensation pursuant to the Director Comp Policy (as defined above) to the same
level of annual cash retainer and annual equity compensation pursuant to the Director Comp Policy.
The foregoing is a summary description
of the Field Amendment and by its nature is incomplete. For further information regarding the terms and conditions of the Field Amendment, reference is made to the complete text of the Field Amendment, which will be filed as an exhibit to the
Companys Quarterly Report on Form
10-Q
for the quarter ending June 30, 2017.
-3-
(e)-3
Amendment to Employment Agreement - Andrew Sutor
On May 15, 2017, the Company entered into a new employment agreement for Andrew Sutor, pursuant to which Mr. Sutor will continue to
serve as the Companys Senior Vice President and General Counsel (the
Sutor
Agreement
).
The Sutor
Agreement extends Mr. Sutors service to the Company through May 15, 2021, with automatic one year extensions following the initial term, unless either party provides prior notice of
non-extension.
The Sutor Agreement provides for an annual base salary of $450,000 through
May 15, 2018, subject to an annual increase of three percent (3%). In addition, Mr. Sutor is eligible for an annual cash performance bonus with a target of $150,000 as determined in the discretion of the Compensation Committee of the Board
(the
Compensation
Committee
) based on its review of the Companys performance and Mr. Sutors performance for the year. In addition, Mr. Sutor is eligible for future annual equity grants with a target
value of $300,000 as determined by the Compensation Committee based upon the recommendation of the Companys Chief Executive Officer. In addition, Mr. Sutor is eligible to participate in benefit plans generally available to the
Companys officers.
In the event that Mr. Sutors employment (a) is terminated by the Company without
cause (other than due to disability); or (b) terminates as of May 15, 20121 or any May 15 thereafter due to a notice of
non-renewal
by the Company and the Company has not made an
offer of continued employment at the same then current salary and bonus package, Mr. Sutor will be entitled to receive, as severance, the continued payment of his annual base salary for twelve (12) months following the date of termination
(subject to his execution of a general release of claims and continued compliance with the restrictive covenants and other covenants set forth in the Sutor Agreement).
-4-
The foregoing is a summary description of the material terms of the Sutor Agreement and by its
nature is incomplete. For further information regarding the terms and conditions of the Sutor Agreement, reference is made to the complete text of the Sutor Agreement, which will be filed as an exhibit to the Companys Quarterly Report on Form
10-Q
for the quarter ending June 30, 2017.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On May 10, 2017, Entercom Communications Corp. (the
Company
) held its annual meeting of shareholders.
(b) The following matters were voted on at the Companys annual meeting of shareholders:
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(i)
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the election of two Class A directors;
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(ii)
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the election of four directors other than Class A directors;
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(iii)
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the re-approval of the Entercom Annual Incentive Plan
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(iv)
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an advisory vote on executive compensation
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(v)
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an advisory vote on the frequency of future advisory votes on executive compensation; and
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(vi)
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the ratification of the selection of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the year ended December 31, 2017.
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At the annual meeting of shareholders:
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(i)
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Mark R. LaNeve and David Levy were elected as Class A directors for
one-year
terms expiring at the Companys 2018 annual meeting or until their successors are duly
elected and qualified;
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(ii)
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Joseph M. Field, David J. Field, David J. Berkman and Joel Hollander were elected as directors for
one-year
terms expiring at the Companys 2018 annual meeting or until their
successors are duly elected and qualified;
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(iii)
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the shareholders re-approved the Entercom Annual Incentive Plan;
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(iv)
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the following resolution regarding the advisory vote on executive compensation was adopted:
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RESOLVED,
that
the
compensation
paid
to
the
Companys
Named
Executive
Officers,
as
disclosed
pursuant
to
Item
402
of
Regulation
S-K,
including
the
Compensation
Discussion
and
Analysis,
compensation
tables
and
narrative
discussion,
is
hereby
APPROVED;
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(v)
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a frequency of every Three Years for future advisory votes on executive compensation received the most votes; and
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(vi)
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the shareholders ratified the selection of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the year ended December 31, 2017.
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The voting results were as follows:
(I) Election of Class A Directors:
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Nominee
|
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For
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Withheld
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Broker Non-
Vote
|
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Mark R. LaNeve
|
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17,296,828
|
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1,697,920
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5,937,771
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David Levy
|
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18,564,260
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430,488
|
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5,937,771
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(II) Election of Other Directors:
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Nominee
|
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For
|
|
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Withheld
|
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Broker Non-
Vote
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Joseph M. Field
|
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84,558,689
|
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741,379
|
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5,937,771
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David J. Field
|
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84,956,039
|
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344,029
|
|
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5,937,771
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David J. Berkman
|
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83,096,917
|
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2,203,151
|
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5,937,771
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Joel Hollander
|
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82,575,045
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2,725,023
|
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5,937,771
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(III) Re-approval
of the Entercom Annual Incentive Plan.
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|
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For
|
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Against
|
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Abstain
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Broker Non-
Vote
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84,853,230
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359,220
|
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87,618
|
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5,937,771
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(IV) Advisory Vote On Executive Compensation:
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|
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For
|
|
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Against
|
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Abstain
|
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Broker Non-
Vote
|
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72,647,458
|
|
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12,648,814
|
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3,796
|
|
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5,937,771
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(V) Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation:
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One Year
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Two Years
|
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Three Years
|
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Abstain
|
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Broker Non-
Vote
|
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12,674,497
|
|
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4,511
|
|
|
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72,570,515
|
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50,545
|
|
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5,937,771
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(VI) Ratification of The Selection of PricewaterhouseCoopers LLP as the Companys
Independent Registered Public Accounting Firm for the Year Ending December 31, 2017.
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|
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For
|
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Against
|
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Abstain
|
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Broker Non-
Vote
|
90,977,491
|
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259,541
|
|
807
|
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-7-
Item 9.01. Exhibits
|
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Exhibit
No.
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Title
|
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10.01
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Entercom
Non-Employee
Director Compensation Policy. (#)
|
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10.02
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Entercom Annual Incentive Plan, incorporated by reference to Exhibit A to the Companys Proxy Statement on Schedule 14A filed on March 17, 2017.
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