8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K/A

(Amendment No. 1)

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CURRENT REPORT Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 27, 2023

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CUMULUS MEDIA INC.

(Exact name of registrant as specified in its charter)

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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 (see General Instruction A.2. below):

☐    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:

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. ☐

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Cumulus Media Inc. (the “Company”) filed with the Securities and Exchange Commission on April 27, 2023 (the “Original Form 8-K”). The sole purpose of this Amendment is to disclose the Company’s decision regarding whether the frequency of future advisory stockholder votes on the compensation paid to the Company's named executive officers (“Say-on-Pay Votes”) should be held every one, two or three years.

Item 5.07Submission of Matters to a Vote of Security Holders.

As previously reported in the Original Form 8-K, in an advisory vote at the Company’s 2023 Annual Meeting of Stockholders held on April 26, 2023, the Company’s stockholders expressed their preference for Say-on-Pay Votes to be conducted every year. Based on the results of the vote, and consistent with the recommendation of the Company’s Board of Directors, the Company has determined to hold a Say-on-Pay Vote every year until the next required non-binding advisory vote on the frequency of holding future Say-on-Pay Votes, which will be no later than the Company’s 2029 Annual Meeting of Stockholders.

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.