AUDACY, INC.

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AUDACY, INC. : Termination of a Material Definitive Agreement, Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders (form 8-K)

05/16/2022 | 05:36pm EDT

Item 1.02 Termination of a Material Definitive Agreement.


On May 10, 2022, Audacy, Inc. (the "Company") held its 2022 annual meeting of
shareholders (the "Annual Meeting"). Pursuant to the vote described in Item 5.07
below, the Company's shareholders approved the Audacy 2022 Equity Compensation
Plan (the "New Plan") at the Annual Meeting and, upon such approval, the New
Plan, as amended, became effective.

On March 16, 2022, the Board of Directors approved the conditional termination
of the existing Audacy Equity Compensation Plan and Audacy Acquisition Equity
Compensation Plan (together, the "Existing Plans") as of, and conditioned upon,
the shareholders of the Company approving the New Plan at the Annual Meeting.
Accordingly, on May 10, 2022, the Existing Plans were terminated (subject to the
continued vesting of equity awards remaining outstanding thereunder) such that
no new award will be made under either Existing Plan.


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)(i) Audacy 2022 Equity Compensation Plan


On May 10, 2022, the Company held the Annual Meeting. Pursuant to the vote
described in Item 5.07 below, the shareholders approved the New Plan at the
Annual Meeting and, upon such approval, the New Plan, as amended, became
effective. Awards under the New Plan may be made in the form of, among other
things, stock options, stock appreciation rights, restricted stock and
restricted stock units. The maximum number of shares issuable under the New Plan
is 11,750,000.

A description of the terms and conditions of the New Plan is set forth in the
Company's Definitive Proxy Statement filed on March 22, 2022 with the U.S.
Securities and Exchange Commission relating to the Annual Meeting under the
caption "PROPOSAL 4. CONSIDERATION OF THE APPROVAL OF THE AUDACY 2022 EQUITY
COMPENSATION PLAN," and is incorporated herein by reference. The description of
the New Plan is, by its nature, not complete and is qualified in its entirety by
reference to the text of the New Plan, a copy of which is included as Exhibit
10.1 and is incorporated herein by reference. A copy of the New Plan's form
award grant instrument for Company employees is attached hereto as Exhibit 10.2.
A copy of the New Plan's form award grant instrument for Company Directors is
attached hereto as Exhibit 10.3.

(e)(2) Amended and Restated Audacy Employee Stock Purchase Plan


Pursuant to the vote described in Item 5.07 below, the shareholders of the
Company also approved an amendment and restatement of the Audacy Employee Stock
Purchase Plan (the "ESPP") to increase the number of shares available for
issuance thereunder. Upon such approval, the ESPP, as amended and restated,
became effective. The amendment increased the number of shares available under
the ESPP from 1,000,000 shares to 2,000,000 shares.

A description of the terms and conditions of the ESPP is set forth in the
Company's Definitive Proxy Statement filed on March 22, 2022 with the U.S.
Securities and Exchange Commission relating to the Annual Meeting under the
caption "PROPOSAL 3. CONSIDERATION OF THE APPROVAL OF AN AMENDMENT AND
RESTATEMENT TO THE AUDACY EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF
SHARES AVAILABLE FOR ISSUANCE THEREUNDER," and is incorporated herein by
reference. The description of the ESPP is, by its nature, not complete and is
qualified in its entirety by reference to the text of the ESPP, a copy of which
is included as Exhibit 10.4, and is incorporated herein by reference.


Item 5.07 Submission of Matters to a Vote of Securities Holders

(a) On May 10, 2022, the Company held the Annual Meeting.

(b) The following matters were considered and voted on at the Annual Meeting:

--------------------------------------------------------------------------------


(i) the election of one Class A Director, in Board Class II, for a three-year
term expiring at the Company's 2025 annual meeting of shareholders or until such
Class A Director's successor is duly elected and qualified;

(ii) the election of three other Directors, each in Board Class II, for a three-year term expiring at the Company's 2025 annual meeting of shareholders or until each such Director's successor is duly elected and qualified;

(iii) the approval of an amendment and restatement to the ESPP to increase the number of shares available for issuance thereunder;

(iv) the approval of the New Plan; and


(v) the ratification of the selection of Grant Thornton LLP as the Company's
independent registered public accounting firm for the year ended December 31,
2022.

At the Annual Meeting:

(I) Mark R. LaNeve was elected as a Class A Director, in Board Class II, for a
three-year term expiring at the Company's 2025 annual meeting of shareholders or
until his successor is duly elected and qualified;

(II) Sean R. Creamer, Joel Hollander and Monique L. Nelson were each elected as
a Director, in Board Class II, for a three year-term expiring at the Company's
2025 annual meeting of shareholders or until each such Director's successor is
duly elected and qualified;

(III) the amendment and restatement to the ESPP to increase the number of shares available for issuance thereunder was approved;

(IV) the New Plan was approved; and

(V) the selection of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ended December 31, 2022 was ratified.

The voting results were as follows:

(A) Election of one Class A Director in Board Class II:


     Nominee           For        Withheld     Broker Non-Votes

Mark R. LaNeve 82,737,825 4,908,222 19,851,390

(B) Election of three other Directors in Board Class II:

      Nominee            For         Withheld     Broker Non-Votes
Sean R. Creamer      123,177,020    4,921,017        19,851,390
Joel Hollander       111,846,668    16,251,369       19,851,390
Monique L. Nelson    125,568,226    2,529,811        19,851,390

(C) Approval of the amendment and restatement to the ESPP to increase the number of shares available for issuance thereunder:

--------------------------------------------------------------------------------

For Against Abstain Broker Non-Votes

127,093,557 952,023 52,457 19,851,390

(D) Approval of the New Plan:

For Against Abstain Broker Non-Votes

124,785,210 3,208,846 103,981 19,851,390

(E) Ratification of the selection of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022:


     For         Against     Abstain     Broker Non-Votes
 147,103,668     763,927     81,832             -





Item 9.01. Exhibits

(d) Exhibits

The following exhibits are provided as part of this Current Report on Form 8-K:

Exhibit No.                    Title
                                 Audacy 2022 Equity Compensation Plan   (Incorporated by reference to
                               Exhibit 99.1 to our Registration Statement on Form S-8 filed on May 11,
10.1                           2022).
                                 Audacy 2022 Equity Compensation Plan - Form of Grant Instrument for
10.2 *                         Employees.
                                 Audacy 2022 Equity Compensation Plan - Form of Grant Instrument for
10.3 *                         Directors.
                                 Amended and Restated Audacy Employee Stock Purchase Plan
                               (Incorporated by reference to Exhibit 99.1 to our Registration
10.4                           Statement on Form S-8 filed on May 11, 2022).



_______________________

*  Filed herewith


--------------------------------------------------------------------------------

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