EVC 8-K
Entravision Communications Corp (EVC)
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): |
(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.
(e) On May 28, 2025, Entravision Communications Corporation (the "Company") entered into an executive compensation letter agreement with Juan Navarro (the "Compensation Letter"), pursuant to which he will continue to serve as the Company’s Chief Revenue Officer. This agreement replaces an employment agreement which was effective as of December 22, 2023.
The Compensation Letter provides for an initial base salary of $400,000 per year. Mr. Navarro is eligible to receive a target annual bonus equal to 60% of his base salary, determined in accordance with the Company’s Executive Cash Incentive Bonus Plan (the "Cash Plan"), and is also eligible for equity incentive grants under the Company’s equity incentive plans. Mr. Navarro is not a “covered executive” under the Cash Plan for fiscal year 2025, such that he will not receive a 2025 cash bonus under the Cash Plan.
Additionally, on May 28, 2025, the Company entered into a participation agreement with Mr. Navarro (the "Participation Agreement"), pursuant to which Mr. Navarro agrees to participate in the Company's previously-adopted Executive Severance and Change in Control Plan (the "Severance Plan") as a Group II executive. The Participation Agreement provides that, notwithstanding the language of the Severance Plan, if Mr. Navarro experiences a qualifying termination under the Severance Plan prior to December 31, 2026, then, solely for purposes of calculating severance payments under the Severance Plan, he will be deemed a “covered executive” for the year of termination under the Cash Plan.
The foregoing descriptions do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Compensation Letter and the Participation Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 29, 2025, the Company held its annual meeting of stockholders (the “Annual Meeting”). As of the record date of April 17, 2025, there were a total of 81,623,559 shares of Class A common stock issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 72,417,988 shares of Class A common stock were present in person or by proxy, representing a quorum.
At the Annual Meeting, the Company’s stockholders: (i) elected each of the eight persons listed below under “Election of Directors” to serve as a director of the Company until the 2026 annual meeting of the stockholders and until their successors are duly elected and qualified; (ii) ratified the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025; and (iii) approved, on an advisory, non-binding basis, the compensation of our named executive officers. The results of the voting at the Annual Meeting on each such matter are set forth below.
1. Election of Directors:
Name |
|
For |
|
Withheld |
|
Broker Non-Votes |
Paul Anton Zevnik |
|
63,897,572 |
|
1,236,793 |
|
7,283,623 |
Gilbert R. Vasquez |
|
52,683,901 |
|
12,450,464 |
|
7,283,623 |
Martha Elena Diaz |
|
52,335,867 |
|
12,798,498 |
|
7,283,623 |
Fehmi Zeko |
|
52,808,437 |
|
12,325,928 |
|
7,283,623 |
Thomas Strickler |
|
64,429,698 |
|
704,667 |
|
7,283,623 |
Brad Bender |
|
65,014,822 |
|
119,543 |
|
7,283,623 |
Michael Christenson |
|
64,904,124 |
|
230,241 |
|
7,283,623 |
Lara Sweet |
|
65,014,442 |
|
119,923 |
|
7,283,623 |
2. Ratification of the appointment of Deloitte & Touche, LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:
Votes For |
71,858,920 |
Votes Against |
540,577 |
Abstentions |
18,490 |
Broker Non-Votes |
0 |
3. Approval of Executive Compensation (Non-Binding Advisory Resolution):
Votes For |
64,660,236 |
Votes Against |
413,560 |
Abstentions |
60,569 |
Broker Non-Votes |
7,283,623 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1† |
|
10.2† |
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Management contract or compensatory plan, contract or arrangement.
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: |
June 2, 2025 |
By: |
/s/ Michael Christenson |
|
|
|
Michael Christenson, Chief Executive Officer |
Exhibit 10.1
EXECUTIVE COMPENSATION LETTER
This Executive Compensation Letter (this “Letter”) set forth the terms of employment between Entravision Communications Corporation (the “Company”), and Juan Navarro (the “Executive”), effective as of May 27, 2025 (the “Effective Date”).
1. Position. Executive will serve as the Company’s Chief Revenue Officer, will report directly to the Company’s Chief Executive Officer (the “CEO”), and will perform such duties as are customarily performed by such position, including the duties as may be assigned from time to time that are consistent with such position. The principal location at which Executive is required to provide services to the Company during the term of employment will be the Company’s corporate office in Los Angeles, California.
2. Compensation and Benefits.
a. Salary. Executive will receive a gross base annual salary of $400,000, payable in installments according to the Company’s regular paydays, less any applicable tax deductions and withholding (the “Base Annual Compensation”).
b. Bonus. Executive is eligible to receive an annual bonus in a target amount equal to 60% of Executive’s base salary, determined in accordance with the Company’s executive bonus plan in effect for the applicable calendar year.
c. Benefits. Executive is eligible to participate in the Company’s benefit programs and plans, as may be amended from time to time. The Company will pay for the cost of medical and dental coverage for Executive and Executive’s dependents under the Company’s established medical and dental benefit plans at no cost to Executive.
d. Time Off and Holidays. Executive will be entitled to discretionary time off in accordance with the policies established by the Company for its employees, as may be amended from time to time. Executive will also be entitled to the paid holidays as set forth in the Company’s policies.
e. Automobile Allowance. Executive will receive $850 per month as an allowance in respect of automobile expenses, payable in accordance with the Company’s payroll policies.
f. Equity Incentive Grants. Executive is eligible for equity incentive grants under the Entravision Communications Corporation 2004 Equity Incentive Plan, subject to the discretion of the Compensation Committee of the Board of Directors of the Company.
g. Expenses. The Company will reimburse Executive for all necessary and reasonable expenses incurred by Executive as a direct consequence of the performance of Executive’s duties for the Company, in accordance with the Company’s employment policies and subject to Executive’s submission of receipts and applicable documentation in accordance with the Company’s policies.
3. At-Will Employment. Executive’s employment with the Company will be on an “at will” basis, meaning that either Executive or the Company may terminate Executive’s employment at any time with or without cause or advance notice. Nothing in this letter or in any document or statement, and nothing implied from any course of conduct, will limit the Company’s or Executive’s right to terminate Executive’s at-will employment with the Company.
4. Severance. Executive is designated as a “Covered Executive” for purposes of the Company’s Executive Severance and Change in Control Plan (the “Severance Plan”) and Executive will be eligible for severance benefits thereunder in accordance with the terms and conditions of the Severance Plan.
5. Employee Handbook and Covenants Agreements. Executive is required, as a condition to and in consideration of employment, and continued employment, with Entravision, to sign and acknowledge receipt of Entravision’s Employee Handbook and Executive’s agreement to comply with Entravision’s employment policies as well as Entravision’s agreements applicable to confidentiality, non-solicitation and other employment covenants.
6. Obligations to the Company. Executive will devote their entire productive time, ability and attention to the Company’s business during the term of employment. Executive will not engage in any other business duties or pursuits whatsoever, or directly or indirectly render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of the CEO. The foregoing will not preclude Executive from engaging in appropriate civic, charitable or religious activities or from devoting a reasonable amount of time to passive private investments or from serving on the boards of directors of other entities (provided that any director position will require the prior written consent of the CEO), as long as such activities and/or services do not interfere or conflict with Executive’s responsibilities to the Company. Executive will not directly or indirectly acquire, hold or retain any interest in any business competing with or similar in nature to the business of the Company, or which in any other way creates a conflict of interest, except for up to one percent (1%) ownership interests in public companies. During the term of employment, Executive will not in any way engage or participate in any business that is in competition with the Company. In performing job duties, Executive will abide by all applicable federal, state and local laws, as well as the Company’s bylaws, rules, regulations and policies, as may be amended from time to time.
7. Miscellaneous.
a. Indemnification. The Company will indemnify Executive consistent with the Company’s other executive officers and its legal obligations under California Labor Code Section 2802.
b. Entire Agreement. This letter, together with applicable additional employment agreements such as those related to arbitration, confidentiality, non-solicitation and other employment covenants, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous, express or implied, written or oral agreements, representations and conditions between the parties with respect thereto. The terms of this letter may not be amended or modified except by a writing signed by both Executive and the Company.
c. Governing Law and Venue. This letter and Executive’s employment with the Company will be governed by, construed and enforced in accordance with the laws of the State of California, and without the aid of any canon, custom or rule of law requiring construction against the draftsman. The parties consent to submit to the exclusive jurisdiction of the courts of the State of California and the United States of America located in the State of California, County of Los Angeles, for any action, suits or proceedings arising out of or relating to Executive’s employment with the Company, and further agree that service of any process, summons, notice or document by
2
U.S. certified mail shall be effective service of process for any action, suit or proceeding brought in any such court.
d. Other. The waiver by either party, or the failure of either party to claim a breach of any provision of this Letter, shall not operate or be construed as a waiver of any subsequent breach. If any provision hereof is found to be invalid or unenforceable by any court, the remaining provisions hereof will remain in effect unless such partial invalidity or unenforceability would defeat an essential business purpose of this letter. This letter may be executed in counterpart originals, may be signed by electronic signature and exchanged by email or other electronic form, with the same legal effect as if all signatures had appeared in original handwriting on the same physical document.
The parties acknowledge and agree to the terms of this Letter by signing and dating in the applicable space below.
Entravision Communications Corporation Executive
/s/ Michael Christenson /s/ Juan Navarro
Name: Michael Christenson Name: Juan Navarro
Title: Chief Executive Officer
3
Exhibit 10.2
Participation Agreement
This Participation Agreement is by and between Juan Navarro (“Executive”) and Entravision Communications Corporation (the “Company”).
Effective as of the Effective Date (defined below), the Company will provide severance benefits to Executive as provided in the Company’s Executive Severance and Change in Control Plan (the “Plan”), a copy of which is attached hereto as Exhibit A and incorporated herein. All capitalized terms used but not defined in this Participation Agreement have the definitions given to them in the Plan.
This Participation Agreement, and Executive’s participation in the Plan, will be effective as of the date of the last signature below (the “Effective Date”). Executive acknowledges and agrees that, as of the Effective Date, the severance benefits that may be provided to Executive under the Plan supersede and replace in their entirety any severance benefits Executive may have (A) under any other plan, policy or practice previously maintained by the Company or any of its affiliates that may have been applicable to Executive, and (B) under any individually negotiated employment agreement, offer letter or equity award agreement between Executive and the Company or any of its affiliates entered into prior to the date hereof.
The Compensation Committee of the Board of Directors of the Company (the “Administrator” under the Plan) has designated Executive as a Group II Executive under the Plan.
Notwithstanding the terms of the Plan, if Executive’s Date of Termination occurs on or before December 31, 2026, then, solely for purposes of calculating severance payments under the Plan: (a) Executive’s Target Bonus will be deemed to be his Base Salary, multiplied by the target amount percentage set forth in his Executive Compensation Letter, and (b) “actual Company performance”, as such term is used in Section 4 of the Plan, will be deemed to be Executive’s Target Bonus (as adjusted in subsection (a) above).
To accept the terms of this Participation Agreement and Executive’s participation in the Plan, effective as of the Effective Date, the parties have signed and dated this Participation Agreement as set forth below.
Entravision Communications Corporation Executive
/s/ Michael Christenson /s/ Juan Navarro
Name: Michael Christenson Name: Juan Navarro
Title: Chief Executive Officer
Date: May 27, 2025 Date: May 27, 2025
Exhibit A
Entravision Communications Corporation
Executive Severance and Change in Control Plan
(attached)