EVC 8-K
Entravision Communications Corp (EVC)
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.
(e)
Background
During the first fiscal quarter of 2025, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Entravision Communications Corporation (the “Company”) reviewed the base salary, bonus, equity incentive and severance components of our executive compensation program and determined to make certain changes to such program for fiscal year 2025 to provide for an executive compensation program that is more heavily weighted toward equity compensation, including performance-based equity compensation, and, correspondingly, less heavily weighted toward cash compensation. Specifically, for fiscal year 2025, the Compensation Committee reduced the annual base salaries of Michael Christenson, the Company’s Chief Executive Officer, Jeffery Liberman, the Company’s President and Chief Operating Officer, and Mark Boelke, the Company’s Chief Financial Officer and Treasurer, by 47%, 38% and 25% relative to fiscal year 2024, respectively, and determined that these named executive officers will not be “covered executives” under the Company’s Executive Cash Incentive Bonus Plan (the “Cash Plan”) for fiscal year 2025, such that none of these named executive officers will receive a cash bonus under the Cash Plan for fiscal year 2025. For fiscal year 2025, the Compensation Committee granted annual equity incentive awards in the form of restricted stock units and performance stock units under the Company’s existing equity incentive plan to each of Messrs. Christenson, Liberman, and Boelke in amounts greater than the aggregate award size compared to fiscal year 2024 awards.
Amendments to Severance Plan
In furtherance of the changes to the Company’s fiscal year 2025 executive compensation program described above, on April 4, 2025, the Company entered into amendment letters (the “Amendment Letters”) with each of Messrs. Christenson, Liberman and Boelke, to provide that, if such person experiences a qualifying termination under the Company’s Executive Severance and Change in Control Plan (the “Severance Plan”) prior to December 31, 2026, then, solely for purposes of calculating severance payments under the Severance Plan, such officer’s base salary will be such officer’s base salary as in effect on December 31, 2024, the “then-current” year for calculating such officer’s target bonus is fiscal year 2024, and such officer will be deemed a “covered executive” for the year of termination under the Cash Plan.
The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment Letters, copies of which are attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1* |
Letter Agreement, dated April 4, 2025, by and between the Company and Michael Christenson |
10.2* |
Letter Agreement, dated April 4, 2025, by and between the Company and Jeffery Liberman |
10.3* |
Letter Agreement, dated April 4, 2025, by and between the Company and Mark Boelke |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
_______________
*Filed herewith
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: |
April 7, 2025 |
By: |
/s/ Michael Christenson |
|
|
|
Michael Christenson, Chief Executive Officer |
Exhibit 10.1
April 4, 2025
Michael Christenson
Chief Executive Officer
Entravision Communications Corporation (the “Company”)
1 Estrella Way
Burbank, CA 91504
Re: Adjustment to Severance Terms
Dear Michael,
This letter agreement (the “Agreement”) sets forth the terms of an adjustment to participation in the Entravision Communications Corporation Executive Severance and Change in Control Plan (the “Severance Plan”). All capitalized terms used but not defined in this Agreement have the definitions given to them in the Severance Plan.
Please confirm your acceptance by signing below and returning a copy of this Agreement.
Sincerely,
Entravision Communications Corporation
/s/ Mark Boelke
Mark Boelke
Chief Financial Officer
Accepted and Agreed:
/s/ Michael Christenson
Michael Christenson
Date: April 4, 2025
Exhibit 10.2
April 4, 2025
Jeffery Liberman
President and Chief Operating Officer
Entravision Communications Corporation (the “Company”)
1 Estrella Way
Burbank, CA 91504
Re: Adjustment to Severance Terms
Dear Jeff,
This letter agreement (the “Agreement”) sets forth the terms of an adjustment to participation in the Entravision Communications Corporation Executive Severance and Change in Control Plan (the “Severance Plan”). All capitalized terms used but not defined in this Agreement have the definitions given to them in the Severance Plan.
Please confirm your acceptance by signing below and returning a copy of this Agreement.
Sincerely,
Entravision Communications Corporation
/s/ Michael Christenson
Michael Christenson
Chief Executive Officer
Accepted and Agreed:
/s/ Jeffery Liberman
Jeffery Liberman
Date: April 4, 2025
Exhibit 10.3
April 4, 2025
Mark Boelke
Chief Financial Officer and Treasurer
Entravision Communications Corporation (the “Company”)
1 Estrella Way
Burbank, CA 91504
Re: Adjustment to Severance Terms
Dear Mark,
This letter agreement (the “Agreement”) sets forth the terms of an adjustment to participation in the Entravision Communications Corporation Executive Severance and Change in Control Plan (the “Severance Plan”). All capitalized terms used but not defined in this Agreement have the definitions given to them in the Severance Plan.
Please confirm your acceptance by signing below and returning a copy of this Agreement.
Sincerely,
Entravision Communications Corporation
/s/ Michael Christenson
Michael Christenson
Chief Executive Officer
Accepted and Agreed:
/s/ Mark Boelke
Mark Boelke
Date: April 4, 2025