Current Report Filing (8-k)
November 18 2021 - 04:32PM
Edgar (US Regulatory)
false 0001784254 0001784254 2021-11-12
2021-11-12
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): November 12,
2021
MEDIACO HOLDING INC.
(Exact name of registrant as specified in its
charter)
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Indiana
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001-39029
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84-2427771
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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395 Hudson Street, Floor 7
New York, New York 10014
(Address of principal executive offices and Zip Code)
(212) 229-9797
(Registrant’s telephone number,
including area code)
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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☐
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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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Class A common stock, $0.01 par value
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MDIA
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Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging growth
company as defined in 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.
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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.
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Effective November 12, 2021, we appointed Ann Beemish, age 49, to
the position of Executive Vice President and Chief Financial
Officer and Treasurer of MediaCo Holding Inc. (the “Company”). Ryan
A. Hornaday, formerly the Company’s Executive Vice President, Chief
Financial Officer and Treasurer, will retain the title of Executive
Vice President. Ms. Beemish
has over 26 years of financial and operational experience, and most
recently served as the Company’s Senior Vice President of Finance
from March 15, 2021 until her appointment as Executive Vice
President and Chief Financial Officer and Treasurer. Prior
to joining the Company, Ms. Beemish served as the Global Head of
People Operations before becoming the Head of Global Administration
and Readiness for Knotel, Inc. from 2019 to 2021. She founded,
Huppe Beemish LLC, in 2016, a financial and business consulting
firm, where her primary client was Ion Media. Prior to the founding
of her company, Ann rose through the ranks serving a broad array of
finance roles during her 17 years at Granite Broadcasting
Corporation reaching Senior Vice President of Operational Finance
and Corporate Development. Ann started her career as an investment
banking analyst at Donaldson, Lufkin and Jenrette followed by
Merrill Lynch. Ms. Beemish
is a graduate of St. John’s University and received her MBA from
New York University’s Stern School of
Business.
Ms. Beemish will receive an annual base salary of $300,000, and an
annual performance bonus in an amount to be determined in the
discretion of the compensation committee of the board of directors
of the Company with a target of 50% of her base salary. On March
31, 2021, Ms. Beemish received a grant of 84,696 restricted shares
of our Class A common stock, with such shares scheduled to vest in
three equal installments on each anniversary of her hire date
(March 15, 2021). Ms. Beemish also retains the right to
participate in all of employee benefit plans for which she is
otherwise eligible. The Company expects to memorialize in a
formal employment agreement these terms, as well as any others that
may be agreed upon between the Company and Ms. Beemish
Item 7.01. Regulation FD Disclosure.
On November 18, 2021, the
Company issued the press release attached hereto as Exhibit 99.1
announcing the appointment of Ms. Beemish as the Company’s Chief
Financial Officer
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Item 9.01
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Financial Statements and
Exhibits.
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(d) Exhibits.
See the Exhibit Index below, which is incorporated by reference
herein.
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, thereunto duly authorized.
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MEDIACO HOLDING INC.
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Date: November 18, 2021
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By:
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/s/ J. Scott Enright
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J. Scott Enright, Executive Vice President,
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General Counsel and Secretary
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