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

September 15, 2011

Date of Report

(Date of earliest event reported)

CITADEL BROADCASTING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-31740	51-0405729
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

7690 West Cheyenne Ave., Suite 220, Las Vegas, NV	89129
(Address of principal executive offices)	(Zip Code)

(702) 804-5200

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if 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:

¨ 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))

Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 15, 2011, Citadel Broadcasting Corporation (“Citadel”) held a special meeting of Citadel stockholders to consider and vote upon five proposals submitted by the Board of Directors of Citadel. At the special meeting, holders of Citadel Class A common stock (“Class A common stock”) at the close of business on August 3, 2011 (such date and time, the “record date”) voted on Proposals 1, 2, 3, 4 and 5 below. Holders of Citadel Class B common stock (“Class B common stock”) as of the record date voted, together with holders of Class A common stock as of the record date as a single class, upon Proposals 1 and 5 below.

The final voting results, which were certified by The Bank of New York Mellon, the independent inspector of election at the special meeting, were as follows (with 4,406,008 shares of Class A common stock, 19,059,409 shares of Class B common stock, and, collectively, 23,465,417 shares of Class A common stock and Class B common stock, outstanding and entitled to vote as of the record date):

Proposal 1: To adopt the Agreement and Plan of Merger, dated March 9, 2011, as it may be amended from time to time, by and among Citadel, Cumulus Media Inc., Cumulus Media Holdings Inc. (f/k/a Cadet Holding Corporation) and Cadet Merger Corporation (the “Merger Agreement”).

Votes For	Votes Against	Abstentions	Broker Non-Votes
18,424,093	98,656	2,501	2,207,142

Proposal 2: To approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the special meeting.

Votes For	Votes Against	Abstentions	Broker Non-Votes
2,888,117	245,804	16,106	456,857

Proposal 3: To elect each of the two class I director nominees to Citadel’s board of directors.

Class I Director Nominee	Votes For		Withheld		Broker Non-Votes
Jonathan Mandel		2,712,657		437,370	456,857
Gregory Mrva		2,749,487		400,540	456,857

Proposal 4: To approve on a non-binding, advisory basis the compensation that may be paid or become payable to Citadel’s named executive officers that is based on or otherwise relates to the merger described in the Merger Agreement.

Votes For	Votes Against	Abstentions	Broker Non-Votes
1,379,668	1,057,480	712,879	456,857

Proposal 5: To ratify the appointment of Deloitte & Touche LLP as Citadel’s independent registered public accountants for the year ending December 31, 2011.

Votes For	Votes Against		Abstentions		Broker Non-Votes
18,430,271		1,749,618		552,503	—

Item 8.01. Other Events.

On September 15, 2011, Citadel issued a press release announcing the receipt of stockholder approval to adopt the Merger Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

(d) Exhibits

99.1 Press Release of Citadel Broadcasting Corporation, dated September 15, 2011.

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.

CITADEL BROADCASTING CORPORATION
/s/ Randy L. Taylor
Name:	Randy L. Taylor
Title:	Senior Vice President and Chief Financial Officer

Date: September 15, 2011

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Citadel Broadcasting Corporation, dated September 15, 2011

EX-99.1

Exhibit 99.1

Citadel Broadcasting Corporation

CITADEL BROADCASTING AND CUMULUS MEDIA RECEIVE

APPROVAL OF CITADEL BROADCASTING STOCKHOLDERS TO PROCEED WITH MERGER

LAS VEGAS, September 15, 2011 – Citadel Broadcasting Corporation (“Citadel”) (OTC Link on the OTCQB tier: CDELA, CDELB, & CDDGW) announced today that its holders of Class A common stock and Class B common stock have voted at a special meeting of stockholders to approve Citadel’s proposed merger with an indirect wholly-owned subsidiary of Cumulus Media Inc. The merger agreement has been adopted by 78.51 percent of the outstanding shares of Citadel Class A common stock and Class B common stock voting as a single class and 88.86 percent of the Class A and Class B shares of common stock voting.

As previously announced, all regulatory approvals necessary to complete the merger have been obtained. The merger is now scheduled to close on September 16, 2011.

About Citadel

Citadel Broadcasting Corporation is the third largest radio group in the United States based on revenues, with a national footprint reaching more than 50 markets. Citadel is comprised of 166 FM stations and 59 AM stations in the nation’s leading markets, in addition to owning and operating the Citadel Media business, which is among the largest radio networks in the U.S. For more information, visit www.citadelbroadcasting.com.

Contacts:

Patricia Stratford

Citadel Broadcasting Corporation

212-297-5860

Forward-looking Statements

This press release, as well as other statements made by Citadel, may contain forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 that reflect, when made, Citadel’s current views with respect to current events and financial performance. Such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to Citadel’s operations and business environment, which may cause the actual results of Citadel to be materially different from any future results, express or implied, by such forward-looking statements. These risks and uncertainties include, but are not limited to, (i) our ability to grow our business, (ii) general economic or business conditions affecting the radio broadcasting industry being less favorable than expected, (iii) changes in the financial markets, (iv) fluctuations in interest rates, and (v) those matters discussed under the captions “Forward-Looking Statements” and “Risk Factors” in Citadel Broadcasting Corporation’s Annual Report on Form 10-K for the year ended December 31, 2010 and its Quarterly Report on Form 10-Q for the second quarter of 2011, filed with the SEC on August 15, 2011.

This press release also contains forward-looking statements regarding the merger of Cumulus and Citadel. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statements. Such factors, include, but are not limited to, the possibility that the merger is not consummated, the failure to satisfy any other conditions to the merger, the failure to realize the expected benefits of the merger, and general economic and business conditions that may affect the companies before or following the merger. Citadel assumes no responsibility to update the forward-looking statements contained in this release as a result of new information, future events or otherwise.