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): February 16, 2021

ENTERCOM COMMUNICATIONS CORP.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania	001-14461	23-1701044
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

2400 Market Street, 4th Floor Philadelphia, Pennsylvania	19103
(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):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Class A Common Stock, par value $.01 per share	ETM	New York Stock Exchange
Series A Junior Participating Convertible Preferred Stock, par value $0.01 per share
Series B Junior Participating Convertible Preferred Stock, par value $0.01 per share

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). 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.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of New Director

On February 16, 2021, the Board of Directors (the “Board”) of Entercom Communications Corp. (the “Company”), upon the recommendation of the Board’s Nominating / Corporate Governance Committee, increased the size of the Company’s Board of Directors from ten to eleven persons. The Board determined that the new directorship be in Board Class II with a term expiring at the Company’s 2022 annual meeting of shareholders or until such Director’s successor is duly elected and qualified.

The Board then, upon the recommendation of the Board’s Nominating / Corporate Governance Committee, elected Monique L. Nelson (age 46) as a Director of the Company to fill the newly created vacancy. Ms. Nelson has not yet been appointed to serve on any Board committee.

Following her election, the Board determined that Ms. Nelson has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Board therefore determined Ms. Nelson to be independent in accordance with the applicable NYSE and SEC rules and regulations.

Since May 2012, Ms. Nelson has served as the Chair and Chief Executive Officer of UWG Inc., the country’s longest-standing multicultural advertising and marketing agency.

Ms. Nelson is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Securities and Exchange Commission’s Regulation S-K. There are no arrangements or understandings between Ms. Nelson and any other persons pursuant to which she was selected as a director.

Ms. Nelson will be compensated pursuant to the Company’s Non-Employee Director Compensation Policy. In connection therewith, upon her election to the Board, Ms. Nelson was awarded an initial equity compensation grant of 4,249 restricted stock units. The terms of such equity awards are as otherwise provided in the Non-Employee Director Compensation Policy.

Item 9.01. Exhibits

(d) Exhibits

Exhibit No.	Title
99.1	Entercom Communications Corp.’s Press Release, issued February 17, 2021.
104	Cover Page Interactive Data File (embedded within the XBRL file).

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/ Andrew P. Sutor, IV
		Andrew P. Sutor, IV
		Executive Vice President

Dated: February 18, 2021

-3-

EX-99.1

Exhibit 99.1

MONIQUE NELSON JOINS ENTERCOM BOARD OF DIRECTORS

PHILADELPHIA, PA – February 17, 2021 – Entercom Communications Corp. (NYSE: ETM), today announced the appointment of Monique Nelson to its Board of Directors, effective immediately. Nelson currently serves as the Chair and Chief Executive Officer of UWG, the country’s longest-standing multicultural advertising and marketing agency. With this addition, Entercom’s Board has expanded to eleven directors.

“During this transformative time for our company, we’re excited to welcome Monique to Entercom’s Board of Directors,” said David Field, Chairman, President and Chief Executive Officer, Entercom. “Her extensive career in advertising and marketing leadership make her an outstanding addition to our board.”

“Entercom is in an exciting and pivotal moment and I’m delighted to be joining the Board,” said Nelson. “It’s clear Entercom is truly committed to moving the needle significantly in the audio space.”

Nelson has served as the Chair and Chief Executive Officer of UWG since 2012. In this role, she has expanded the agency’s client list and has led her team in the development of several award-winning campaigns. Prior to joining UWG, Nelson was the Global Lead for Entertainment Marketing at Motorola. She currently sits on the Advertising Week Global Board, AdWeek Diversity & Inclusion Council, The Brandeis Board of Trustees, The Eagle Academy Board, as well as the New York Advisory Board for The Posse Foundation, of which she is an alumna, and is a participant in the ANA’s Alliance for Inclusive and Multicultural Marketing. She contributes to many organizations and charities and is also a member of the Brooklyn Chapter of Links, Inc., an international, not-for-profit corporation and the nation’s oldest and largest volunteer service organization of extraordinary women who are committed to enriching, sustaining and ensuring the cultural and economic survival of African Americans and other persons of African ancestry.

Nelson holds a Master of Business Administration in international marketing and finance from Kellstadt Graduate School of Business at DePaul University and a Bachelor of Science in human and organizational development from Vanderbilt University. Career honors include United Way of New York City’s Women’s Leadership Council’s Power of Women to Make a Difference Award, The Network Journal’s 25 Influential Black Women Under Forty, Ad Age’s 40 Under 40, and the 2015 Advertising Working Mothers of the Year.

CONTACT:

Ashok Sinha

Entercom

917-656-5800

Ashok.Sinha@Entercom.com

David Heim

Entercom

212-649-9676

David.Heim@Entercom.com

About Entercom Communications Corp.

Entercom Communications Corp. (NYSE: ETM) is the #1 creator of live, original local audio content in the U.S and the unrivaled leader in local radio sports and news. Home to the nation’s most influential collection of podcasts, digital and broadcast content, and premium live experiences, Entercom engages 170 million consumers each month. Available on every device in every major U.S. market, the company delivers the industry’s most compelling live and on-demand content and experiences from voices and influencers its communities trust and love. Entercom’s robust portfolio of assets and integrated solutions offer advertisers today’s most engaged audiences through targeted reach, brand amplification and local activation—all at national scale. Learn more at www.entercom.com, Facebook and Twitter (@Entercom).

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XML

Document and Entity Information	Feb. 16, 2021
Cover [Abstract]
Entity Registrant Name	ENTERCOM COMMUNICATIONS CORP
Amendment Flag	false
Entity Central Index Key	0001067837
Document Type	8-K
Document Period End Date	Feb. 16, 2021
Entity Incorporation State Country Code	PA
Entity File Number	001-14461
Entity Tax Identification Number	23-1701044
Entity Address, Address Line One	2400 Market Street
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19103
City Area Code	(610)
Local Phone Number	660-5610
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, par value $.01 per share
Trading Symbol	ETM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false