8-K 1 a11-12668_18k.htm 8-K

 

 

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):  May 17, 2011

 

ENTERCOM COMMUNICATIONS CORP.

(Exact Name of Registrant as Specified in Charter)

 

Pennsylvania

 

001-14461

 

23-1701044

(State or Other Jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of Incorporation)

 

 

 

Identification No.)

 

401 City Avenue, Suite 809

 

 

Bala Cynwyd, Pennsylvania

 

19004

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (610) 660-5610

 

 

(Former Address of Principal Executive Offices)

 

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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

 

 

 


 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

(a)           On May 17, 2011, Entercom Communications Corp. (the “Company”) held its annual meeting of shareholders.

 

(b)           The following matters were voted on at the Company’s annual meeting of shareholders:

 

(i)                       the election of two Class A directors;

 

(ii)                    the election of five directors other than Class A directors;

 

(iii)                 an amendment to the Entercom Equity Compensation Plan;

 

(iv)                an advisory vote on executive compensation

 

(v)                   advisory vote on the frequency of future advisory votes on executive compensation; and

 

(vi)                the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2011.

 

At the annual meeting of shareholders:

 

(i)                       David J. Berkman and Daniel E. Gold were elected as Class A directors for one-year terms expiring at the Company’s 2012 annual meeting or until their successors are duly elected and qualified;

 

(ii)                    Joseph M. Field, David J. Field, John C. Donlevie, Robert S. Wiesenthal and Michael J. Wolf were elected as directors for one-year terms expiring at the Company’s 2012 annual meeting or until their successors are duly elected and qualified;

 

(iii)                 the amendment to the Entercom Equity Compensation Plan was approved;

 

(iv)                the following resolution regarding the advisory vote on executive compensation was adopted:

 

“RESOLVED, that the compensation paid to the Company’s 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;”

 

(v)                   a frequency of every Three Years for future advisory votes on executive compensation received the most votes; and

 

(vi)                the shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2011.

 

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The voting results were as follows:

 

(I)  Election of Class A Directors:

 

Nominee

 

For

 

Withheld

 

Broker Non-Vote

 

David J. Berkman

 

15,600,776

 

3,956,334

 

5,828,007

 

Daniel E. Gold

 

15,609,661

 

3,947,449

 

5,828,007

 

 

(II)  Election of Other Directors:

 

Nominee

 

For

 

Withheld

 

Broker Non-Vote

 

Joseph M. Field

 

86,719,651

 

542,779

 

5,828,007

 

David J. Field

 

86,733,183

 

529,247

 

5,828,007

 

John C. Donlevie

 

84,799,502

 

2,462,928

 

5,828,007

 

Robert S. Wiesenthal

 

83,312,323

 

3,950,107

 

5,828,007

 

Michael J Wolf

 

83,715,382

 

3,547,048

 

5,828,007

 

 

(III)  Proposed Amendment to the Entercom Equity Compensation Plan:

 

For

 

Against

 

Abstain

 

Broker Non-
Vote

 

74,442,238

 

12,815,251

 

4,941

 

5,828,007

 

 

(IV)  Advisory Vote On Executive Compensation:

 

For

 

Against

 

Abstain

 

Broker Non-
Vote

 

76,349,941

 

9,860,490

 

1,051,999

 

5,828,007

 

 

(V)  Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation:

 

One Year

 

Two Years

 

Three Years

 

Abstain

 

Broker Non-
Vote

 

10,826,548

 

8,090

 

75,365,992

 

1,061,800

 

5,828,007

 

 

(VI)  Ratification of The Selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2011.

 

For

 

Against

 

Abstain

 

Broker Non-
Vote

 

92,833,892

 

238,679

 

17,866

 

0

 

 

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SIGNATURE

 

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.

 

 

Entercom Communications Corp.

 

 

 

 

 

By:

/s/ John C. Donlevie

 

 

John C. Donlevie

 

 

Executive Vice President and

 

 

Secretary

 

 

Dated: May 18, 2011

 

 

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