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): October 12, 2023

AUDACY, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	001-14461	23-1701044
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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 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))

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 $.01 per share	AUD	New York Stock Exchange

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.

On October 12, 2023, Audacy Services, LLC, successor in interest to Entercom Communications Corp. (“Audacy Services”), entered into a Second Amendment to Amended and Restated Employment Agreement with Andrew P. Sutor (the “Second Amendment”) in order to amend the Amended and Restated Employment Agreement, effective as of August 3, 2017, as amended by the First Amendment to Amended and Restated Employment Agreement, effective as of January 1, 2020 (the “Employment Agreement”). The Second Amendment extends Mr. Sutor’s employment agreement, which had been set to expire by its terms on December 31, 2023, through December 31, 2026, and provides that Mr. Sutor will serve as Executive Vice President, General Counsel and Chief Legal Officer of Audacy, Inc. (the “Company”) and its subsidiaries.

Under the Second Amendment, Mr. Sutor’s annual base compensation will remain unchanged. Mr. Sutor’s annual incentive bonus target relating to periods after January 1, 2024 will be eighty percent (80%) of Mr. Sutor’s annual base salary. The actual amount of such bonus will continue to be determined in the sole discretion of the Company. The Second Amendment acknowledges, however, that Mr. Sutor will not be eligible for a 2023 annual incentive bonus in light of the retention bonus paid to Mr. Sutor on June 19, 2023 (the “KERP Bonus”). In addition, commencing with annual equity grants made during calendar year 2024, Mr. Sutor’s target amount will be $500,000, with actual equity grants, if any, will continue to be determined by the Compensation Committee upon the recommendation of the Chief Executive Officer.

Pursuant to the Second Amendment, in addition to the severance payments and benefits to which Mr. Sutor would otherwise be entitled upon termination of his employment without “cause” or with “good reason” (as such terms are defined in the Employment Agreement and the Second Amendment, respectively), Audacy Services will also pay Mr. Sutor: (i) a payment equal to the pro-rata portion of the amount of annual bonus received for the year immediately preceding the year of termination (or target annual bonus if such termination occurs before any annual bonus has been paid) and (ii) premiums for continuation coverage under COBRA for up to 12 months following such termination. For these purposes, Mr. Sutor’s 2023 annual bonus will be deemed to be equal to the amount of the KERP Bonus.

The foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Title
10.1	Second Amendment to Amended and Restated Employment Agreement, effective as of October 12, 2023, between Audacy Services, LLC and Andrew Sutor
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.

Audacy, Inc.
By:	/s/ Andrew P. Sutor, IV
	Andrew P. Sutor, IV
	Executive Vice President, General Counsel and Chief Legal Officer

Dated: October 13, 2023

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO AMENDED

AND RESTATED EMPLOYMENT AGREEMENT

This Second Amendment (this “Amendment”) is entered into and effective as of October 12, 2023, between Audacy Services, LLC, successor in interest to Entercom Communications Corp. (together with its subsidiaries or affiliates which may employ you from time to time, the “Company”), and Andrew Sutor (“Employee” or “You”) in order to amend as follows that certain Amended and Restated Employment Agreement, effective as of August 3, 2017, as amended by the certain First Amendment to Amended and Restated Employment Agreement, effective as of January 1, 2020 (the “Employment Agreement”).

WHEREAS, the parties desire to amend the Employment Agreement; and

NOW THEREFORE, in consideration of the mutual covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Employment Agreement as follows:

1. Amendments to Employment Agreement:

1.1 Section 1 of the Agreement (titled “Term”) is hereby amended to reflect that the Initial Term shall terminate December 31, 2026, as may be otherwise extended or terminated as set forth in the Agreement (“Term”).

1.2 Section 5 of the Agreement (titled “Duties”) is hereby amended to reflect that your title is “Executive Vice President, General Counsel and Chief Legal Officer” of Audacy, Inc. (the ultimate parent of the Company) and its wholly-owned subsidiaries.

1.3 Section 3 of the Agreement (titled “Annual Incentive Bonus”) is hereby amended to strike the “325,000” and replace it with “eighty percent (80%) of your annual salary.” The parties acknowledge that in consideration of the KERP Bonus (paid pursuant to the Letter Agreement dated June 19, 2023 between you and Audacy, Inc.), Employee shall not be eligible to receive an annual bonus with respect to 2023 (provided, that to the extent Employee becomes eligible for “Severance Benefits” under Section 6(b) of the Employment Agreement in connection with a qualifying termination which occurs in calendar year 2024, the prior year Annual Incentive Bonus amount for purposes of such Severance Benefits shall be deemed to equal to the amount of the KERP Bonus).

1.4 Section 4 of the Agreement (titled “Future Equity Grants”) is hereby amended to reflect that, commencing with annual equity grants made during the calendar year 2024, your target amount shall be $500,000, with your actual equity grants, if any, as determined in the discretion of the Compensation Committee based upon the recommendation of the Chief Executive Officer of the Company.

1.5 Section 6 of the Agreement (titled “Termination”) is hereby amended in sub-Section 6(c) to strike clause “December 31, 2023 or any December 31 thereafter” and replace it with “December 31, 2026 or any December 31 thereafter”.

1.6 Section 6 of the Agreement (titled “Termination”) is hereby amended in sub-Section 6(b) to redefine “Severance Benefits” as follows:

“(i) beginning with the first payroll period following the sixtieth (60th) day following your termination, continue to pay you the salary in accordance with the Company’s regular payroll practices for one (1) year from the date of such termination, provided, that the initial payment shall include salary for all payroll periods from the date of termination through the date of such initial

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payment; (ii) pay you on the sixtieth (60th) day after your termination, a one-time bonus in an amount equal to the Annual Incentive Bonus that you were paid in the calendar year immediately preceding the calendar year in which your termination occurs (or if such termination occurs before any bonus has been paid, your target annual bonus for the year of termination), prorated in accordance with the number of days from January 1 to the date of such termination in the year in which such termination occurs; and (iii) if you elect to continue applicable health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) following such termination, then the Company shall pay your monthly COBRA premium for continued health insurance coverage for you and your eligible dependents until the earlier of: (a) twelve (12) months following the termination date; or (ii) the date upon which you and your eligible dependents become eligible for comparable coverage under a group health insurance plan maintained by a subsequent employer (collectively, the “Severance Benefits”)”

1.7 Section 6 of the Agreement (titled “Termination”) is hereby amended to add new sub-Section 6(e) to read in full as follows:

e. Good Reason. You may terminate this Agreement and your employment hereunder for Good Reason in accordance with the terms of this Section 6(e). For purposes of this Agreement, “Good Reason” shall mean: (i) a material diminution in your position, authority or duties or in your direct reporting to the CEO without your prior written consent; (ii) a reduction in your salary or target annual incentive bonus for any calendar year without your prior written consent; (iii) the relocation of your job location to a location outside of either the Center City District of Philadelphia or the Philadelphia western suburbs; or (vi) the Company’s material breach of the terms of this Agreement; provided, however, that in the case of (1), (ii) and (vi), above no such occurrence shall constitute the basis for a termination for Good Reason unless you shall notify the Company in writing within sixty (60) days of such occurrence that you consider the occurrence to be the basis for a termination for Good Reason and the Company does not cure such occurrence within thirty (30) days of receipt of written notice from you, provided the occurrence is subject to cure. In the event that you terminate your employment for Good Reason consistent with this sub-paragraph, such termination shall be treated as a termination without cause under sub-Section 6(b) and you shall be entitled to: (i) receive the Severance Benefits as defined above; and (ii) receive the treatment of equity grants post-termination for a termination without cause by the Company as outlined in sub-Section 6(d).

2. Effect of Amendment. All terms and provisions of the Employment Agreement not expressly modified herein shall remain in full force and effect and are binding on you and the Company.

[Remainder of Page Blank]

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first set forth above.

Audacy Services, LLC (Successor in interest to Entercom Communications Corp.)
By:	/s/ David J. Field
Name:	David J. Field
Title:	President & Chief Executive Officer
Date:	October 12, 2023
Andrew P. Sutor, IV
/s/ Andrew P. Sutor, IV
Date:	October 12, 2023

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XML

Document and Entity Information	Oct. 12, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001067837
Document Type	8-K
Document Period End Date	Oct. 12, 2023
Entity Registrant Name	AUDACY, INC.
Entity Incorporation State Country Code	PA
Entity File Number	001-14461
Entity Tax Identification Number	23-1701044
Entity Address, Address Line One	2400 Market Street
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19103
City Area Code	(610)
Local Phone Number	660-5610
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, par value $.01 per share
Trading Symbol	AUD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false