cmls-20210505

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 5, 2021 (May 4, 2021)

Delaware

001-38108

82-5134717

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS employer
Identification No.)

3280 Peachtree Road, N.W., Suite 2200

Atlanta

30305

(Address of principal executive offices)

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock $0.0000001 per share	CMLS	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company 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).

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. ☐

The 2021 annual meeting of stockholders (the "Annual Meeting") of Cumulus Media Inc. (the "Company") was held on May 4, 2021. The results of voting on the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting were as follows:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Mary G. Berner	10,597,772	498,588	1,444,366
David M. Baum	10,331,291	765,069	1,444,366
Matthew C. Blank	10,366,554	759,806	1,444,366
Thomas H. Castro	10,366,554	743,725	1,444,366
Joan Hogan Gillman	10,343,300	753,060	1,444,366
Andrew W. Hobson	10,353,988	742,372	1,444,366
Brian G. Kushner	10,229,428	866,932	1,444,366

As a result of the foregoing vote, each of the seven listed nominees were elected to serve as directors of the Company until the Company’s next annual meeting of stockholders and until their successors are elected and qualified.

Proposal No. 2 (Proposal to approve, on an advisory basis, the compensation paid to the Company’s named executive officers):


Votes For	Votes Against	Abstain	Broker Non-Votes
10,246,088	845,549	4,723	1,444,366

As a result of the foregoing, the proposal to approve, on an advisory basis, the compensation paid to the Company’s named executive officers was approved.

Proposal No. 3 (Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021):

As a result of the foregoing, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021 was approved.

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 hereunto duly authorized.

CUMULUS MEDIA INC.

By:

/s/ Richard S. Denning

Name: Richard S. Denning

Title: Executive Vice President, General Counsel and Secretary

Date:

May 5, 2021