Item 1.01
On April 6, 2020, the Board of Directors of Entercom Communications Corp. (the Company), upon the recommendation of the
Compensation Committee of the Companys Board of Directors, approved certain changes to the Companys Non-Employee Director Compensation Policy (Director Comp Policy). The Director
Comp Policy was modified to include the following:
2020 2Q COVID 19 Addendum. As a result of the COVID-19 Crisis: (A) all cash fees earned by directors during the Second Quarter shall be reduced by 25%; and (B) the Equity Compensation grant, which would occur on May 5, 2020, will not be made and
instead will be deferred until such later date as determined by the Board.
The foregoing is a summary description of the material changes
to the Director Comp Policy. Reference is made to the complete text of the Director Comp Policy, which is filed as an exhibit to this current report on Form 8-K.
Item 2.05
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Costs Associated with Exit or Disposal Activities.
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On April 3, 2020, as a part of cost savings initiatives implemented in response to the COVID-19
Crisis, the Company restructured its workforce through termination and furlough actions. The Company expects to incur approximately $5.5 million in severance pay and benefits related to these actions, all of which will be cash expenditures and
incurred in fiscal 2020.
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)
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Compensatory Arrangements of Certain Officers
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On April 6, 2020, each of the Companys Named Executive Officers (NEOs) agreed to voluntarily waive certain
compensation. Each NEO agreed to a salary reduction as follows:
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David J. Field, President and Chief Executive Officer
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30% reduction
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Richard J. Schmaeling, EVP and Chief Executive Officer
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20% reduction
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Louise C. Kramer, Chief Operating Officer
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20% reduction
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Robert Philips, Chief Revenue Officer & President of EAN
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20% reduction
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Andrew P. Sutor, EVP and General Counsel
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20% reduction
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These wage reductions are effective as of April 4, 2020 (the start of the current pay period) and will
continue until July 24, 2020, unless increased prior thereto by the Company in its discretion, based on markedly improved business conditions.
These waivers also provided that any increase to an NEOs base salary due under their agreement from April 4, 2020, through
December 31, 2020, will not take effect. In addition, any increase to such NEOs base salary due on or after January 1, 2021, shall be adjusted such that the increase in the then current year is instead the increase which would have
happened in the prior year but for the waiver.
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