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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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 8.01 Other Events.
On December 6, 2022, the Board of Directors (the “Board”) of Audacy Inc., a Pennsylvania corporation (the “Company”), decreased the number of directors that shall constitute the full Board from ten members to nine members, thereby eliminating the vacancy on the Board resulting from the departure of David Levy (a Class A director) in October 2022.
In accordance with the Company’s bylaws, Mark R. LaNeve (a Class A director) appointed Monique L. Nelson as a Class A director to fill the Class A director vacancy resulting from Mr. Levy’s departure.
In addition, pursuant to Pennsylvania corporate law, the Board reclassified Mr. LaNeve from a Class II director to a Class I director (with a term expiring in 2024), in order to keep the number of directors in each of the three director classes as nearly equal as possible. Louise C. Kramer and Susan K. Neely will continue to serve as Class I directors, with terms expiring in 2024. Sean R. Creamer, Joel Hollander and Ms. Nelson will continue to serve as Class II directors, with terms expiring in 2025, and Joseph M. Field, David J. Field and David J. Berkman will serve as Class III directors with terms expiring in 2023, in each case until their respective successors are elected and qualified. There were no changes to Mr. LaNeve’s or Ms. Nelson’s committee assignments or compensation as nonemployee directors as a result of their reclassifications to Class I and Class A directors, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are provided as part of this Current Report on Form 8-K:
| Exhibit No. | Title | |
| 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.
| Audacy, Inc. | ||
| By: | /s/ Andrew P. Sutor, IV | |
| Andrew P. Sutor, IV | ||
| Executive Vice President | ||
Dated: December 12, 2022
2
Document and Entity Information |
Dec. 06, 2022 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001067837 |
| Document Type | 8-K |
| Document Period End Date | Dec. 06, 2022 |
| Entity Registrant Name | AUDACY, INC. |
| 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 | AUD |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
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