UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
(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:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
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.
(b) On May 9, 2024 (the "Effective Date"), Entravision Communications Corporation (the “Company”) terminated the employment of Christopher T. Young, Chief Financial Officer, and Juan Saldívar von Wuthenau, Chief Strategy and Business Development Officer, each effective immediately. Subject to the execution of a release, each of Messrs. Young and Saldívar will be entitled to certain remuneration, rights and benefits associated with a termination of a “Group II executive” without “cause” (as each term is defined in the Company’s Executive Severance and Change in Control Plan, previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 17, 2023). Neither Mr. Young nor Mr. Saldívar is entitled to any severance payments beyond what is set forth in the Company’s Executive Severance and Change in Control Plan.
(c) On the Effective Date, the Company appointed Mark Boelke as Chief Financial Officer and Treasurer of the Company, effective immediately. Mr. Boelke, age 52, served as the Company’s General Counsel and Secretary since 2006, after joining the Company in 2005 as Deputy General Counsel and Vice President of Legal Affairs. Before joining the Company, Mr. Boelke was an attorney at O’Melveny & Myers LLP. Mr. Boelke earned his law degree from the University of Minnesota Law School and a Bachelor of Arts degree from St. Olaf College.
There are no arrangements or understandings between Mr. Boelke and any other person pursuant to which he was appointed, nor are there are any family relationships between Mr. Boelke and any of the Company’s directors or executive officers. Mr. Boelke does not have any material interest in any transactions, relationships or arrangements with the Company that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
In connection with Mr. Young’s termination, the Company appointed Bill McNally as Chief Accounting Officer and Corporate Controller, and Mr. McNally will assume the responsibilities of principal accounting officer, effective immediately. Mr. McNally, age 47, has served as the Company’s Corporate Controller since 2013. He previously served as Director of Financial Reporting from 2010 to 2013 and as Regional Controller from 2004 to 2010. Prior to joining the Company, he served as Audit Manager at PricewaterhouseCoopers. Mr. McNally received his Bachelor of Arts degree in Business Economics from the University of California, Los Angeles, with a minor in Accounting, and became a licensed Certified Public Accountant in 2004.
There are no arrangements or understandings between Mr. McNally and any other person pursuant to which he was appointed, nor are there are any family relationships between Mr. McNally and any of the Company’s directors or executive officers. Mr. McNally does not have any material interest in any transactions, relationships or arrangements with the Company that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
Item 7.01 Regulation FD Disclosure.
On May 9, 2024, the Company issued a press release regarding the events described in Item 5.02. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information set forth under this Item 7.01 is furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration document or other document filed by the Company.
Item 9.01 Financial Statements and Exhibits.
99.1 |
Press release from Entravision Communications Corporation, dated May 9, 2024 |
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: |
May 9, 2024 |
By: |
/s/ Michael Christenson |
|
|
|
Michael Christenson, Chief Executive Officer |
Exhibit 99.1
Entravision Announces Leadership Appointments to Support Strategic Priorities
Mark Boelke Named Chief Financial Officer and Treasurer
Bill McNally Named Chief Accounting Officer and Corporate Controller
Jeff DeMartino Named General Counsel and Secretary
SANTA MONICA, Calif.-- May 9, 2024 -- Entravision Communications Corporation (NYSE: EVC) (“Entravision” or the “company”) announced today the following leadership appointments to support the execution of the company’s strategic and operational priorities, including continuing to grow its U.S. media television, audio and digital platforms and Smadex, its programmatic ad purchasing platform:
• Mark Boelke, most recently General Counsel and Secretary of Entravision, has been appointed Chief Financial Officer and Treasurer, succeeding Christopher Young, who is departing the company.
• Bill McNally, most recently Corporate Controller of Entravision, has been appointed Chief Accounting Officer and Corporate Controller.
• Jeff DeMartino, most recently Deputy General Counsel of Entravision, has been appointed General Counsel and Secretary, succeeding Mr. Boelke.
Entravision is also streamlining its management structure to align with its strategic and operational needs. Juan Saldivar, Chief Strategy Officer, is departing Entravision with his responsibilities assumed by existing members of the management team.
Michael Christenson, Chief Executive Officer, said, “In addition to serving as a strong partner to me since I joined Entravision last year, Mark steps into the CFO role with significant experience guiding the company through change and initiatives like those important to our success today. During his almost 20 years with Entravision, Mark has helped oversee cost reduction programs and key acquisitions that have strengthened our product portfolio and audience reach. He is a proven team builder, working with the Board of Directors, management and sales and operations teams around the world to help advertisers reach audiences and consumers. I have tremendous confidence in Mark and the contributions he will make as CFO as we focus on our strategic and operational priorities, and I am confident in Entravision’s long-term opportunities.”
Mr. Boelke said, “I am excited to serve as CFO and leverage my knowledge of the company and our industry to help shape Entravision’s path forward. With our financial strength and premier advertising and marketing platforms, we have a solid foundation for profitable growth and value creation. I look forward to working with Mike, our finance team and our Entravision colleagues in my new role.”
Mr. Christenson continued, “Bill and Jeff both have proven records of accomplishment here at Entravision and at other companies. I am delighted to welcome them to their new roles. On behalf of the Entravision team, I also want to thank Chris and Juan for their dedication and service to the company. We wish them all the best.”
About Mark Boelke
Mr. Boelke has over three decades of business and legal experience, including in the media, advertising and technology industries. Mr. Boelke served as our General Counsel and Secretary since 2006, after
joining Entravision in 2005 as our Deputy General Counsel and Vice President of Legal Affairs. In these roles, Mr. Boelke has provided advice and leadership to Entravision on mergers and acquisitions, strategic partnerships, equity and debt matters, corporate finance, IP, employment and other regulatory, risk management and compliance matters. Before joining Entravision, Mr. Boelke was an attorney at O’Melveny & Myers LLP, where he advised public and private companies on similar matters. Mr. Boelke earned his law degree from the University of Minnesota and a Bachelor of Arts degree from St. Olaf College.
About Bill McNally
Mr. McNally was appointed Entravision’s Corporate Controller in 2013. He previously served as Director of Financial Reporting from 2010 to 2013 and as Regional Controller from 2004 to 2010. Prior to joining Entravision, he served as Audit Manager at PwC. Mr. McNally earned his Bachelor of Arts degree in Business Economics from UCLA, with a minor in Accounting, and earned his CPA in 2004.
About Jeff DeMartino
Mr. DeMartino was appointed Deputy General Counsel, Executive Vice President of Digital and Assistant Secretary of Entravision in 2023 after having served as Deputy General Counsel since 2019. He joined Entravision in 2016 as Associate General Counsel. Previously, he served as an attorney at Morgan, Lewis & Bockius LLP and began his legal career at Simpson Thacher & Bartlett LLP. Mr. DeMartino earned his law degree from University of Michigan and a Bachelor of Arts degree from Georgetown University.
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.
About Entravision Communications Corporation
Entravision is a global media, advertising and technology solutions company that connects advertisers to audiences and consumers in the U.S., Latin America, Europe and Asia. Our U.S. media portfolio includes television stations, radio stations and digital media platforms that target Hispanic audiences, including as the largest affiliate group of the Univision and UniMás television networks. Smadex, our programmatic advertising purchasing platform, delivers targeted advertising to audiences around the world. 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.
Contacts
Mark Boelke Roy Nir
Chief Financial Officer and Treasurer Assistant Controller, VP Financial Reporting
Entravision Communications Corporation & Investor Relations
310-447-3870 Entravision Communications Corporation
mboelke@entravision.com 310-447-3870
rnir@entravision.com
Document And Entity Information |
May 09, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 09, 2024 |
| Entity Registrant Name | ENTRAVISION COMMUNICATIONS CORP |
| Entity Central Index Key | 0001109116 |
| Entity Emerging Growth Company | false |
| Entity 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 |
9I 9DP^9B2J6H7ALR.Y!E+>=Y5%525>S