| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Election of New Director
On November 7, 2023, the Board of Directors (the “Board”) of Audacy, Inc. (the “Company”), upon the recommendation of the Board’s Nominating / Corporate Governance Committee, increased the size of the Board from eight to nine persons. The Board determined that the new directorship be in Board Class II with a term expiring at the Company’s 2025 annual meeting of shareholders or until such director’s successor is duly elected and qualified.
The Board then, upon the recommendation of the Board’s Nominating / Corporate Governance Committee, elected Roger Meltzer (age 72) as a Class II director of the Company to fill the newly created vacancy. Mr. Meltzer has substantial experience serving as a director of entities that considered potential alternatives regarding debt restructurings.
In connection with his election, the Board determined that Mr. Meltzer has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Board therefore determined Mr. Meltzer to be independent in accordance with the applicable New York Stock Exchange and U.S. Securities and Exchange Commission rules and regulations. In connection with his appointment as an independent director and his prior experience, Mr. Meltzer was appointed to a newly created committee of the Board, the Special Review Committee (the “Special Review Committee”), as described below.
Mr. Meltzer is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Meltzer and any other persons pursuant to which he was selected as a director, other than the Director Agreement between the Company and Mr. Meltzer described in this Current Report on Form 8-K.
Mr. Meltzer will be compensated pursuant to the Company’s Non-Employee Director Compensation Policy, but will not be entitled to annual “Equity Compensation” provided thereunder.
In connection with his appointment to the Board, Mr. Meltzer entered into a Director Agreement with the Company. Mr. Meltzer will be covered by the Company’s directors and officers insurance policy and “tail” insurance policy. Further, Mr. Meltzer will be entitled to indemnification as a director of the Company to the fullest extent permitted by Pennsylvania Law in accordance with the terms of the Company’s amended and restated bylaws. The Director Agreement also provides for reimbursement of reasonable out-of-pocket expenses.
Special Review Committee
The Board has formed a Special Review Committee comprised of Mr. Meltzer as the chairman and sole member. The Special Review Committee is vested with the authority to conduct or authorize reviews into any matters germane to the potential restructuring of the Company as it deems appropriate, including the authority to request any officer, employee or adviser of the Company to meet with the Special Review Committee or any advisers engaged by the Special Review Committee.
In addition to normal compensation due to Mr. Meltzer pursuant to the Non-Employee Director Compensation Policy, Mr. Meltzer will receive an additional monthly fee of $28,334 for his service to the Special Review Committee and such committee fee shall be paid in advance, provided that the first payment shall cover the first two months of service.