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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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.
(b) On May 9, 2024 (the "Effective Date"), Entravision Communications Corporation (the “Company”) terminated the employment of Christopher T. Young, Chief Financial Officer, and Juan Saldívar von Wuthenau, Chief Strategy and Business Development Officer, each effective immediately. Subject to the execution of a release, each of Messrs. Young and Saldívar will be entitled to certain remuneration, rights and benefits associated with a termination of a “Group II executive” without “cause” (as each term is defined in the Company’s Executive Severance and Change in Control Plan, previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 17, 2023). Neither Mr. Young nor Mr. Saldívar is entitled to any severance payments beyond what is set forth in the Company’s Executive Severance and Change in Control Plan.
(c) On the Effective Date, the Company appointed Mark Boelke as Chief Financial Officer and Treasurer of the Company, effective immediately. Mr. Boelke, age 52, served as the Company’s General Counsel and Secretary since 2006, after joining the Company in 2005 as Deputy General Counsel and Vice President of Legal Affairs. Before joining the Company, Mr. Boelke was an attorney at O’Melveny & Myers LLP. Mr. Boelke earned his law degree from the University of Minnesota Law School and a Bachelor of Arts degree from St. Olaf College.
There are no arrangements or understandings between Mr. Boelke and any other person pursuant to which he was appointed, nor are there are any family relationships between Mr. Boelke and any of the Company’s directors or executive officers. Mr. Boelke does not have any material interest in any transactions, relationships or arrangements with the Company that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
In connection with Mr. Young’s termination, the Company appointed Bill McNally as Chief Accounting Officer and Corporate Controller, and Mr. McNally will assume the responsibilities of principal accounting officer, effective immediately. Mr. McNally, age 47, has served as the Company’s Corporate Controller since 2013. He previously served as Director of Financial Reporting from 2010 to 2013 and as Regional Controller from 2004 to 2010. Prior to joining the Company, he served as Audit Manager at PricewaterhouseCoopers. Mr. McNally received his Bachelor of Arts degree in Business Economics from the University of California, Los Angeles, with a minor in Accounting, and became a licensed Certified Public Accountant in 2004.
There are no arrangements or understandings between Mr. McNally and any other person pursuant to which he was appointed, nor are there are any family relationships between Mr. McNally and any of the Company’s directors or executive officers. Mr. McNally does not have any material interest in any transactions, relationships or arrangements with the Company that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
Item 7.01 Regulation FD Disclosure.
On May 9, 2024, the Company issued a press release regarding the events described in Item 5.02. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information set forth under this Item 7.01 is furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration document or other document filed by the Company.
Item 9.01 Financial Statements and Exhibits.
99.1 |
Press release from Entravision Communications Corporation, dated May 9, 2024 |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
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Entravision Communications Corporation |
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Date: |
May 9, 2024 |
By: |
/s/ Michael Christenson |
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Michael Christenson, Chief Executive Officer |