SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 9, 2021
ENTERCOM COMMUNICATIONS CORP.
(Exact Name of Registrant as Specified in Charter)
|(State or Other Jurisdiction|
|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 Address of Principal Executive Offices)
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
Name of each exchange
|Class A Common Stock, par value $.01 per share||ETM||New York Stock Exchange|
|Series A Junior Participating Convertible Preferred Stock, par value $0.01 per share|
|Series B Junior Participating Convertible Preferred Stock, par value $0.01 per share|
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. ☐
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Director Not Standing for Reelection
On March 9, 2021, Stefan Selig provided notice to Entercom Communications Corp. (the “Company”) that he will not stand for reelection at the 2021 Annual Meeting of Shareholders. Mr. Selig will continue to serve on the Company’s Board of Directors (the “Board”) until the 2021 Annual Meeting of Shareholders, when his current term will expire. Mr. Selig’s decision to not stand for reelection is not the result of any disagreement relating to the Company’s operations, policies or practices.
In light of this development, the Board, by unanimous written consent on March 10, 2021, withdrew Mr. Selig’s nomination and reduced the size of the Board from eleven to ten persons effective as of the 2021 Annual Meeting of Shareholders. The directorship being eliminated is in Board Class I such that, effective as of the 2021 Annual Meeting of Shareholders, Board Class I will consist of three directors (including one Class A Director).
Item 9.01. Exhibits
|104||Cover Page Interactive Data File (embedded within the XBRL file).|
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.
|Entercom Communications Corp.|
/s/ Andrew P. Sutor, IV
|Andrew P. Sutor, IV|
|Executive Vice President|
Dated: March 10, 2021