8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 8-K/A

(Amendment No. 1)

___________________________

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 27, 2023

____________________________

CUMULUS MEDIA INC.

(Exact name of registrant as specified in its charter)

____________________________

Delaware			001-38108			82-5134717
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)
780 Johnson Ferry Road NE, Suite 500		Atlanta	GA		30342
(Address of principal executive offices)					(Zip Code)
Registrant’s telephone number, including area code			(404)	949-0700
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 (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 $0.0000001 per share	CMLS	Nasdaq Global Market

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. ☐

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Cumulus Media Inc. (the “Company”) filed with the Securities and Exchange Commission on April 27, 2023 (the “Original Form 8-K”). The sole purpose of this Amendment is to disclose the Company’s decision regarding whether the frequency of future advisory stockholder votes on the compensation paid to the Company's named executive officers (“Say-on-Pay Votes”) should be held every one, two or three years.

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

As previously reported in the Original Form 8-K, in an advisory vote at the Company’s 2023 Annual Meeting of Stockholders held on April 26, 2023, the Company’s stockholders expressed their preference for Say-on-Pay Votes to be conducted every year. Based on the results of the vote, and consistent with the recommendation of the Company’s Board of Directors, the Company has determined to hold a Say-on-Pay Vote every year until the next required non-binding advisory vote on the frequency of holding future Say-on-Pay Votes, which will be no later than the Company’s 2029 Annual Meeting of Stockholders.

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.

		CUMULUS MEDIA INC.
		By:	/s/ Francisco J. Lopez-Balboa
			Name: Francisco J. Lopez-Balboa
			Title: Executive Vice President, Chief Financial Officer
Date:	September 21, 2023

XML

Cover	Apr. 27, 2023
Cover [Abstract]
Document Type	8-K/A
Document Period End Date	Apr. 27, 2023
Entity Registrant Name	CUMULUS MEDIA INC
Entity Central Index Key	0001058623
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38108
Entity Tax Identification Number	82-5134717
Entity Address, Address Line One	780 Johnson Ferry Road NE, Suite 500
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30342
City Area Code	(404)
Local Phone Number	949-0700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value$0.0000001 per share
Trading Symbol	CMLS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Information [Line Items]
Title of 12(b) Security	Class A common stock, par value$0.0000001 per share
Trading Symbol	CMLS
Security Exchange Name	NASDAQ
Document Period End Date	Apr. 27, 2023
Amendment Flag	false