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): April 15, 2010

EMMIS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)

Indiana	0-23264	35-1542018
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

ONE EMMIS PLAZA, 40 MONUMENT CIRCLE, SUITE 700, INDIANPOLIS, INDIANA	46204
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 317-266-0100

NOT APPLICABLE

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On April 15, 2010, dividends to holders of our 6.25% Series A Cumulative Convertible Preferred Stock (“Preferred Stock”) were in arrears for six consecutive quarterly periods. Under the terms of our Preferred Stock, those holders are entitled at our next meeting of shareholders to elect two directors to our board of directors. Their right to elect two directors continues until we have paid in full the dividends that are in arrears. A press release announcing the timing of our next shareholders’ meeting and the ability of the holders of the Preferred Stock to nominate and elect two directors is being issued at the time of this filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99	Press release regarding ability of Series A Preferred Stock holders to elect two directors

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: April 15, 2010

EMMIS COMMUNICATIONS CORPORATION

By:   /s/ J. Scott Enright                                               
Name:  J. Scott Enright 
Title:  Executive Vice President,
General Counsel and Secretary  

EX-99

Exhibit 99

Contacts:
Patrick Walsh, EVP/COO/CFO
Scott Enright, EVP/GC
Ryan Hornaday, SVP-Finance
317.266.0100

For Immediate Release
Thursday, April 15, 2010

Emmis Communications Announces Ability of Preferred Stock Holders to Elect Two Directors

Indianapolis...Emmis Communications Corporation (NASDAQ: EMMS) today announced that holders of its 6.25% Series A Cumulative Convertible Preferred Stock (NASDAQ: EMMSP) are entitled to elect two new members to the Company’s Board of Directors. The election, triggered by the Company’s non-payment of its April 15, 2010 Preferred Stock dividend, will occur at the Company’s annual meeting of shareholders on July 14, 2010. Nominations for these two director positions must be received by the Company’s Secretary by the close of business on Monday, April 26, 2010, in accordance with the Company’s by-laws.

As of April 15, 2010, the Company had not paid the Preferred Stock dividend for six consecutive quarterly periods. The terms of the Preferred Stock state that if this happens, the number of director positions on the Company’s Board automatically increases from eight to ten. The holders of the Preferred Stock, voting as a separate class, are entitled to elect two directors to fill these two vacancies at the Company’s next shareholders’ meeting and at each annual shareholders’ meeting thereafter until the dividends are paid in full.

Because the right of the holders of the Preferred Stock to elect directors arose after the normal deadline for shareholders to submit nominations for directors to be elected at the 2010 annual meeting, pursuant to the Company’s by-laws, any nominations for these two vacant director positions must be received by the Company’s Secretary prior to the close of business on April 26, 2010. Section 2.11 of the Company’s by-laws requires that nominations must be in writing and must include all information required by Regulation 14A promulgated pursuant to the Securities Exchange Act of 1934, as amended. In addition, any nomination must include the nominee’s written consent to be named in the Company’s proxy statement as a nominee and his or her agreement to serve as a director if elected. Failure to follow the procedures set forth in the Company’s by-laws will result in the nomination being declared defective.

The Company’s corporate governance guidelines are under the “Investors” tab on its website, along with its articles of incorporation and code of by-laws. In general, the Company’s directors should not serve on more than six other public company boards, should meet independence and diversity criteria, should not be over the age of 70, should have skills and experience that will complement the Company’s needs, and should not hold an interest in other broadcasters that would cause the Company to violate FCC ownership limits.
Emmis Communications — Great Media, Great People, Great Service^® Emmis is an Indianapolis-based diversified media firm with radio broadcasting and magazine publishing operations. Emmis owns 21 FM and 2 AM domestic radio stations serving the nation’s largest markets of New York, Los Angeles and Chicago, as well as St. Louis, Austin, Indianapolis and Terre Haute, Ind. Emmis also owns a radio network, international radio stations, regional and specialty magazines, an interactive business and ancillary businesses in broadcast sales.

The information in this news release is being widely disseminated in accordance with the Securities & Exchange Commission’s Regulation FD.

Note: Certain statements included in this report or in the financial statements contained herein which are not statements of historical fact, including but not limited to those identified with the words “expect,” “will” or “look” are intended to be, and are, by this Note, identified as “forward-looking statements,” as defined in the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others:

• general economic and business conditions;

• fluctuations in the demand for advertising and demand for different types of advertising media;

• our ability to service our outstanding debt;

• increased competition in our markets and the broadcasting industry;

• our ability to attract and secure programming, on-air talent, writers and photographers;

• inability to obtain (or to obtain timely) necessary approvals for purchase or sale transactions or to complete the transactions for other reasons generally beyond our control;

• increases in the costs of programming, including on-air talent;

• inability to grow through suitable acquisitions;

• changes in audience measurement systems

• new or changing regulations of the Federal Communications Commission or other governmental agencies;

• competition from new or different technologies;

• war, terrorist acts or political instability; and

• other factors mentioned in documents filed by the Company with the Securities and Exchange Commission.

Emmis does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.