Document


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): June 10, 2016 (June 9, 2016)
 
______________________________ 
CUMULUS MEDIA INC.
 
(Exact name of registrant as specified in its charter)
 
______________________________ 
 
 
 
 
 
 
Delaware
  
000-24525
  
36-4159663
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(IRS employer
Identification No.)
 
 
3280 Peachtree Road, N.W., Suite 2300, Atlanta GA
  
30305
(Address of principal executive offices)
  
(Zip Code)
Registrant’s telephone number, including area code (404) 949-0700
n/a
 
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.07 – Submission of Matters to a Vote of Security Holders
The 2016 annual meeting of stockholders of Cumulus Media Inc. (the “Company”) was held on June 9, 2016.
The results of voting on the proposals submitted to a vote of the Company’s stockholders at the 2016 annual meeting were as follows:
Proposal No. 1 (Election of Directors):
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Jeffrey A. Marcus
145,467,396
9,327,395
59,665,242
Mary G. Berner
148,409,656
6,385,135
59,665,242
Brian Cassidy
139,706,161
15,088,630
59,665,242
Lewis W. Dickey, Jr.
144,697,934
10,096,857
59,665,242
Ralph B. Everett
150,070,572
4,724,219
59,665,242
Alexis Glick
149,690,208
5,104,583
59,665,242
David M. Tolley
150,141,102
4,653,689
59,665,242
As a result of the foregoing vote, each of the seven listed nominees were elected to serve as directors of the Company until the Company’s next annual meeting of stockholders and until their successors are elected and qualified.
Proposal No. 2 (Proposal to approve, on an advisory basis, the compensation paid to the Company’s named executive officers):
Votes For
Votes Against
Abstain
Broker Non-Votes
128,277,833
24,317,249
2,199,709
59,655,242
As a result of the foregoing, the proposal to approve, on an advisory basis, the compensation paid to the Company’s named executive officers was approved.
Proposal No. 3 (Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016):
Votes For
Votes Against
Abstain
213,343,806
344,726
771,501
As a result of the foregoing, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016 was approved.






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.
 
 
 
 
 
 
 
 
CUMULUS MEDIA INC.
 
 
 
 
 
 
 
By:
 
/s/ Joseph P. Hannan
 
 
 
 
Name: Joseph P. Hannan
 
 
 
 
Title: Senior Vice President, Treasurer and Chief Financial Officer
Date: June 10, 2016