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): December 31, 2022

ENTRAVISION COMMUNICATIONS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-15997	95-4783236
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2425 Olympic Boulevard Suite 6000 West
Santa Monica, California		90404
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 310 447-3870

(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	EVC	The 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 January 3, 2023, Entravision Communications Corporation (the "Company") announced that Walter F. Ulloa, its Chairman and Chief Executive Officer, died on December 31, 2022.

On January 2, 2023, the Board of Directors of the Company appointed Christopher T. Young, Chief Financial Officer and Treasurer of the Company, as the Company's Interim Chief Executive Officer. Mr. Young, age 54, has been the Company's Chief Financial Officer and Treasurer since May 2008. Prior to that, Mr. Young served as the President of the Company’s outdoor advertising division from February 2004, and from January 2000 to February 2004, he served as the Company’s outdoor advertising division’s Chief Financial Officer.

There were no arrangements or understandings between Mr. Young and any other person pursuant to which Mr. Young was selected as an officer. Mr. Young does not have any family relationships subject to disclosure under Item 401(d) of Regulation S-K or any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.



 

Item 7.01 Regulation FD Disclosure.

On January 3, 2023, the Company issued a press release announcing the matters disclosed above under Item 5.02. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 

The information provided in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference into any future registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release dated January 3, 2023.
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.

			Entravision Communications Corporation
Date:	January 3, 2023	By:	/s/ Christopher T. Young
			Christopher T. Young, Interim Chief Executive Officer, and Chief Financial Officer and Treasurer

EX-99.1

 

Exhibit 99.1

Entravision Announces the Unexpected Passing of Chairman and Chief Executive Officer Walter F. Ulloa

SANTA MONICA, Calif. – January 3, 2023 – Entravision (NYSE: EVC), a leading global advertising solutions, media and technology company, today announced that Walter F. Ulloa, the Company’s Chairman and Chief Executive Officer, passed away of a sudden heart attack on December 31, 2022. He was 74 years old.

Entravision’s Board of Directors issued the following statement:

“We are profoundly saddened by the sudden passing of Walter Ulloa and extend our heartfelt condolences to Walter’s wife, son and entire family. Since founding Entravision more than 25 years ago, Walter has been an exceptional leader who transformed the company from a traditional multi-linear Spanish-language company that currently owns and operates approximately 100 domestic television and radio stations, to a global digital media powerhouse with a footprint that today reaches across more than 40 countries. Well-known and respected throughout the media industry, Walter’s passion, energy, and devotion to our company will be greatly missed. We have lost a leader and a friend.

Thanks to Walter’s dynamic leadership, Entravision has assembled an experienced management team that will continue to drive the company’s long-term growth strategy as we serve our customers, our partners, and our shareholders.”

The Board also announced today that it has appointed Chris Young, Chief Financial Officer and Treasurer, as Interim Chief Executive Officer, effective immediately. Mr. Young has over two decades of experience in banking and corporate finance across the media, advertising and technology industries and has served as Treasurer and CFO of Entravision since 2008. He originally joined Entravision in August 2000 as CFO of the Company’s outdoor advertising division, of which he became President in February 2004 prior to the division’s sale in May 2008.

The Board of Directors will continue to meet to discuss matters related to the orderly transition and is currently conducting a search for a full-time replacement for the role of Chief Executive Officer.

Mr. Ulloa was a visionary in Spanish language broadcasting with nearly five decades of experience in television, radio and digital media. He co-founded Entravision in 1996, becoming the Chairman and Chief Executive Officer of the Company, roles he held until his passing. Mr. Ulloa served as director and Chairman of Entravision’s Board of Directors since February 2000. From 1976 to 1989, Mr. Ulloa worked at KMEX-TV, Los Angeles, California as Operations Manager, Production Manager, News Director, Local Sales Manager and Account Executive. This was followed by seven successful years in development, management and ownership of Entravision’s predecessor entities.

 

About Entravision

Entravision is a leading global advertising, media and ad-tech solutions company connecting brands to consumers by representing top platforms and publishers. Our dynamic portfolio includes digital, television and audio offerings. Digital, our largest revenue segment, is comprised of four business units: our digital sales representation business; Smadex, our programmatic ad purchasing platform; our branding and mobile performance solutions business; and our digital audio business. Through our digital sales representation business, we connect global media companies such as Meta, Twitter, TikTok and Spotify with advertisers in primarily emerging growth markets worldwide. Smadex is our mobile-first demand side platform, enabling advertisers to execute performance campaigns using machine learning. We also offer a branding and mobile performance solutions business, which provides managed services to advertisers looking to connect with global consumers, primarily on mobile devices, and our digital audio business provides digital audio advertising solutions for advertisers in the Americas. In addition to digital, Entravision has 49 television stations and is the largest affiliate group of the Univision and UniMás television networks. Entravision also manages 45 primarily Spanish-language radio stations that feature nationally recognized, Emmy award-winning talent. Shares of Entravision Class A Common Stock trade on the NYSE under ticker: EVC. Learn more about our offerings at entravision.com or connect with us on LinkedIn and Facebook.

Forward-Looking Statements

This press release contains certain forward-looking statements. These forward-looking statements, which are included in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this press release. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that actual results will not differ materially from these expectations, and the Company disclaims any duty to update any forward-looking statements made by the Company. From time to time, these risks, uncertainties and other factors are discussed in the Company’s filings with the Securities and Exchange Commission.

For more information, please contact:

Christopher T. Young	Kimberly Esterkin
Interim Chief Executive Officer	Addo Investor Relations
Entravision	310-829-5400
310-447-3870	evc@addo.com

XML

Document And Entity Information	Dec. 31, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Entity Registrant Name	ENTRAVISION COMMUNICATIONS CORP
Entity Central Index Key	0001109116
Entity Emerging Growth Company	false
Securities Act File Number	001-15997
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-4783236
Entity Address, Address Line One	2425 Olympic Boulevard
Entity Address, Address Line Two	Suite 6000 West
Entity Address, City or Town	Santa Monica
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90404
City Area Code	310
Local Phone Number	447-3870
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
Trading Symbol	EVC
Security Exchange Name	NYSE