Item 5.02.
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
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Board of Directors
Effective as of the effective
time of the Merger (the Effective Time), the board of directors of the Company increased the size of the board from six members to ten members and appointed the four individuals designated by CBS, Leslie Moonves, Joseph R. Ianniello,
Stefan Selig and Sean Creamer, to serve as directors. Further, in connection with the Merger, the shareholders of the Company approved an amendment to the Companys Articles of Incorporation to classify the Companys board of directors. As
a result, the board composition will be as follows:
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Class I Directors
(expiring at 2018 annual meeting)
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Leslie Moonves
Joseph R. Ianniello
David Levy
Stefan M. Selig
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Class II Directors
(expiring at 2019 annual meeting)
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Mark R. LaNeve
Sean Creamer
Joel Hollander
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Class III Directors
(expiring at 2020 annual meeting)
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Joseph M. Field
David J. Field
David J. Berkman
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Each of the CBS designated directors will be entitled to receive the standard remuneration provided to the Companys
non-management
directors. In accordance with the Merger Agreement, Messrs. Moonves and Ianniello have each executed and delivered an irrevocable letter of resignation from the Companys board of directors
effective upon the earlier of (a) six months after the Closing Date and (b) the day prior to the first annual meeting of the Company following the consummation of the Merger. Following such resignations, the resulting vacancies on the
Companys board of directors will be addressed in accordance with the Companys bylaws. The Company currently does not have any plans to fill the vacancies that will be created by the resignations of Messrs. Moonves and Ianniello. If the
vacancies remain unfilled, the size of the Companys board of directors will be reduced from ten members to eight members.
In addition, effective as of the Effective Time, the board of directors of the Company elected David J. Field as
Chairman of the board of directors and elected Joseph M. Field as Chairman Emeritus of the board of directors.
Listed below is the biographical
information for the four new directors designated by CBS:
Leslie Moonves
has served as Chairman of the Board of Directors of CBS since
February 3, 2016, and President and Chief Executive Officer and a Director of CBS since January 2006. Previously, Mr. Moonves served as
Co-President
and
Co-Chief
Operating Officer of former Viacom Inc. since June 2004. Prior to that, he served as Chairman and Chief Executive Officer of CBS Broadcasting since 2003 and as its President and Chief Executive
Officer since 1998. Mr. Moonves joined former CBS Corporation in 1995 as President, CBS Entertainment. Prior to that, Mr. Moonves was President of Warner Bros. Television since July 1993. During the past five years, he was also a director
of CBS Outdoor Americas Inc. (currently known as Outfront Media Inc.) and KB Home.
Joseph R. Ianniello
has served as the Chief Operating Officer
of CBS since June 2013, and, prior to that, its Executive Vice President and Chief Financial Officer since August 2009. Previously, Mr. Ianniello served as Deputy Chief Financial Officer of CBS since November 2008, and prior to that, in various
executive and finance positions at CBS since 2000. During the past five years, he was also a director of CBS Outdoor Americas Inc. (currently known as Outfront Media Inc.).
Stegan M. Selig
served as Under Secretary of Commerce for International Trade at the U.S. Department of Commerce from June 2014 to June 2016, and
during this period headed the International Trade Administration, a global bureau of more than 2,200 trade and investment professionals. During this period, he also served as the Executive Director of the Travel and Tourism Advisory Board, sat on
the board of directors of the Overseas Private Investment Corporation, was a Commissioner for the Congressional Executive Commission on China and was the Executive Director of the Presidents Advisory Council on Doing Business in Africa. Prior
to that, he held various senior level leadership positions at Bank of America Merrill Lynch beginning in 1999, including being the Executive Vice Chairman of Global Corporate & Investment Banking from 2009 to 2014, and prior to that, he was
Vice Chairman of Global Investment Banking and Global Head of Mergers & Acquisitions. Prior to joining Bank of America, he held various senior investment banking positions at UBS Securities and Wasserstein Perella & Co., and began
his investment banking career at The First Boston Corporation.
Sean Creamer
has been Executive Vice President, Chief Financial Officer and a
member of the board of directors of Merkle Inc. since April 2016. Formerly, he was Executive Vice President and Chief Financial Officer of The Madison Square Garden Company (MSG) from 2014 to 2015. Prior to that, he served as President
and Chief Executive Officer of Arbitron Inc. (now known as Nielsen Audio) from 2012 to 2014, its Executive Vice President and Chief Operating Officer from 2011-2012, and various other financial leadership positions at Arbitron beginning in 2005.
During that time CBS Radio conducted business with Arbitron Inc., and continues to do so. During the past five years, Mr. Creamer was also a director of Arbitron.
Executive Officers
Effective as of the Effective
Time, the Companys board of directors elected the following officers of the Company to the offices set forth opposite their name:
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David J. Field
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President & Chief Executive Officer
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Joseph M. Field
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Chairman Emeritus
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Richard J. Schmaeling
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Executive Vice President - Chief Financial Officer
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Louise Weezie Kramer
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Chief Operating Officer
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Andrew P. Sutor, IV
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Executive Vice President & Secretary
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Robert E. Philips
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Chief Revenue Officer
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Eugene D. Levin
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Vice President, Treasurer & Assistant Secretary
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Michael E. Dash
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Vice President & Assistant Secretary
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Carmela M. Masi
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Vice President - Real Estate & Assistant Secretary
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David Field Employment Agreement
On November 16, 2017, the Compensation Committee of the Companys board of directors approved an amendment to David J. Fields employment
agreement, effective as of the Closing Date, (i) extending the term for four years, with one year automatic renewals thereafter unless either party provides prior notice of
non-extension,
(ii) increasing his salary to $1,200,000 per year, subject to annual increases beginning on the first anniversary of the Closing Date, and (iii) increasing his target annual cash bonus to 200% of his annual salary. The foregoing summary is
qualified in its entirety by reference to the full terms and conditions of the amendment, a copy of which is attached hereto as Exhibit 10.3 and is incorporated by reference into this Item 5.02.
Departure of Fernandez and Siegel
On the Closing Date, Entercom terminated without cause the employment of Andre J. Fernandez, CBS Radios President and Chief Executive Officer, and
Matthew Siegel, CBS Radios Chief Financial Officer, entitling each to severance under the terms of their employment agreements with CBS Radio.
Deferred Compensation Plans
Effective
November 17, 2017, the Companys board of directors approved an amendment to the Entercom Key Employee Deferred Compensation Plan, as previously amended and restated effective January 1, 2008 (the Entercom Plan) to cease
deferrals with respect to any compensation for services provided on or after January 1, 2018, and to not accept any new participants in the Entercom Plan.
Also effective November 17, 2017, the Companys board of directors delegated the authority to the Companys authorized officers to cause CBS
Radio to adopt an amendment to the CBS Radio Excess 401(k) Plan (the CBS Radio Plan) to cease deferrals with respect to compensation for services provided on or after January 1, 2018 and to not accept any new participants into the
CBS Radio Plan.