UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| 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
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| 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
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