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): June 19, 2023

AUDACY, INC.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania	001-14461	23-1701044
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer 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 name or former address, 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 (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 Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $.01 per share	AUD	New York Stock Exchange

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.

On June 19, 2023, Audacy, Inc. (the “Company”) entered into a retention letter agreement with each of its named executive officers for cash-based retention bonus awards (the “Retention Awards”) in the following amounts:

NEO	Title	Bonus Amount
David J. Field	Chairman, President and Chief Executive Officer	$	1,000,000
Richard J. Schmaeling	EVP – Strategic Initiatives and Chief Financial Officer	$	850,000
Susan R. Larkin	EVP and Chief Operating Officer	$	500,000
J.D. Crowley	President – Podcast and Streaming and Chief Digital Officer	$	250,000
Andrew P. Sutor, IV	EVP, General Counsel and Secretary	$	600,000

The Retention Awards were unanimously approved by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) and such action by the Committee was unanimously ratified, affirmed and approved by the full Board of Directors of the Company. The Retention Awards were paid to the named executive officers on June 23, 2023 (the “Payment Date”). The Retention Awards are subject to the executive’s obligation to repay the net after-tax amount in the event that the executive retires, resigns or otherwise voluntarily terminates employment without good reason or is terminated by the Company for cause prior to the 12-month anniversary of the Payment Date. These Retention Awards, are intended to be in lieu of an annual bonus with respect to 2023.

The above description of the retention letter agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of retention letter agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

In addition to the Retention Awards described in Item 5.02 of this Current Report on Form 8-K, the Company also adopted a retention bonus program covering certain members of the Company’s senior management team including the Company’s Market Managers, the Company’s Regional Presidents, and members of the Company’s corporate team who are Executive Vice Presidents or higher within the organization. These bonuses are subject to the recipient’s obligation to repay the net after-tax bonus in the event that the recipient retires, resigns or otherwise voluntarily terminates employment without good reason or is terminated by the Company for cause prior to June 16, 2024.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Form of Retention Letter Agreement
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: June 23, 2023

2

EX-10.1

Exhibit 10.1

2400 Market Street, 4^th Floor

Philadelphia, PA 19103

June 19, 2023

[Employee Name]

[Employee Email Address]

Via Email / DocuSign

RE: Key Employee Retention Plan Bonus

Dear [Employee Name]:

To incentivize you to remain employed with and committed to Audacy, Inc. (the “Company”) over the next twelve months, the Company is offering you a retention bonus of [⚫] (the “KERP Bonus”) upon and subject to the terms and conditions set forth in this letter agreement. The KERP Bonus will be paid in a cash lump-sum on June 23, 2023 (the “Payment Date”), subject to your repayment of the net after-tax amount of the KERP Bonus should your employment terminate prior to the 12-month anniversary of the Payment Date (the “Repayment Date”). In consideration of the KERP Bonus, you shall not be eligible to receive an annual bonus with respect to 2023.

In all cases, if you remain employed through the Repayment Date, then the KERP Bonus will be earned and you will no longer have to repay any portion of the KERP Bonus. Additionally, if your employment is terminated due to your death, by the Company without Cause or due to your Disability, or you terminate your employment with Good Reason, then you will not be required to repay the KERP Bonus, subject to your execution and non-revocation of a waiver and release of claims in such form as may be required by the Company in its sole discretion. However, if you retire, resign or otherwise voluntarily terminate your employment without Good Reason or your employment is terminated for Cause prior to the Repayment Date, you will be required to repay the net after-tax amount of the KERP Bonus. Further, if a Change in Control (as defined in the Company’s 2022 Equity Compensation Plan (the “Plan”)) occurs prior to the Repayment Date, then you will not be required to repay the KERP Bonus, subject to your execution and non-revocation of a waiver and release of claims in such form as may be required by the Company in its sole discretion.

For purposes of this letter agreement the following terms apply:

“Cause” will have the meaning set forth in your employment agreement with the Company (or a subsidiary thereof). If you do not have such an employment agreement, then “Cause” will have the meaning set forth in the Plan.

“Disability” will have the meaning set forth in the Plan.

“Good Reason” will have the meaning set forth in your employment agreement with the Company (or a subsidiary thereof) but shall exclude any Good Reason event triggered by any reduction in compensation required under applicable law or pursuant to this letter agreement. If you do not have such an employment agreement or your employment agreement does not include a definition of “Good Reason” or similar term, then the provisions set forth in this letter agreement relating to “Good Reason” will not apply to you.

The Board of Directors of the Company, or its Compensation Committee, has the sole authority and discretion to determine whether any termination is for Cause or Good Reason whether a Change in Control has occurred, and the net after-tax amount of the KERP Bonus, and such determination will be final and binding on you and the Company. If you wish to dispute any such determination, then such dispute will be resolved by arbitration before a single independent arbitrator in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, taking place in Philadelphia, Pennsylvania and applying the law of the Commonwealth of Pennsylvania. Both you and the Company waive all rights to a jury trial.

June 19, 2023

Page 2

If you are required to repay the KERP Bonus under this letter agreement, then you agree to do so promptly, but in no event more than 30 days following your termination. The KERP Bonus amount will be reduced by any other retention compensation or severance pay, in each case unless doing so would violate applicable law or would result in penalty taxes under Section 409A of the Internal Revenue Code. The Company reserves all other rights and remedies available to recoup the net after tax amount of the KERP Bonus advanced under this letter agreement, including the right to file a legal claim in court.

The payments and benefits under this letter agreement are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and, accordingly, to the maximum extent permitted, this letter agreement shall be interpreted in accordance with such intent.

The interpretation, performance and enforcement of this letter agreement shall be governed by the laws of the Commonwealth of Pennsylvania without regard to principles of conflicts of laws thereof. The Company and its subsidiaries will have the authority and the right to deduct or withhold, or require you to remit to the Company or a subsidiary thereof, an amount sufficient to satisfy all federal, state, local and foreign taxes (including any employment tax obligations) required by law to be withheld with respect to the payment of any amounts hereunder. This letter agreement replaces and supersedes any other agreements, arrangements, understandings or promises made to you by anyone, whether oral or written, and comprises the final, complete and exclusive agreement between you and the Company, solely with respect to the KERP Bonus, and may only be amended in a writing signed by both you and an authorized representative of the Company. This letter agreement may be executed in counterparts and by .pdf, facsimile or other electronic means and, when so executed, will have the same force and effect as an original, and constitute a binding agreement on each of the parties. This letter does not confer upon you any right to continue in the employment of the Company for any period or interfere with or otherwise restrict in any way the rights of the Company or you to terminate your employment at any time for any reason whatsoever, with or without Cause. You should be aware that in addition to your obligation to repay the KERP Bonus under this letter agreement, the KERP Bonus may also be subject to recoupment or reduction in certain corporate transactions or as required by applicable laws.

Please indicate your acceptance of the provisions of this agreement by signing no later than Thursday, June 22, 2023. This retention KERP Bonus offer is revoked and can no longer be accepted if this letter is not signed on or prior to 5:00 PM, eastern time, June 22, 2023.

Very truly yours,

Audacy, Inc.

[Company Signature]

Agreed and Accepted.
By:
	[Employee Name]
Date:

XML

Document and Entity Information	Jun. 19, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001067837
Document Type	8-K
Document Period End Date	Jun. 19, 2023
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