Cumulus Media Inc. (CMLS) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the 2022 Annual Meeting of the Stockholders of Cumulus Media. I would like to call the meeting to order. I am Andy Hobson, Chairman of the Board of Directors. For the safety of our stockholders, employees and community, we are again holding our annual meeting virtually via webcast. I will conduct the meeting in accordance with the agenda and the rules of conduct, which can be accessed via the Rules of Conduct link of the meeting website. The agenda for the meeting should be displayed on your screen. We encourage you to review these documents, particularly with respect to the procedures outlined for voting, questions and issues during the meeting. Please note that the meeting is being recorded by the company. However, any other recording of the meeting or copying materials presented at the meeting, including screen shots, by any participant is prohibited. First, I would like to introduce the other members of our Board of Directors who are virtually present here today: Mary Berner, who is also the company's President and Chief Executive Officer; David Baum; Matthew Blank; Thomas Castro, Joan Hogan Gillman; and Brian Kushner. Let me now introduce the company's other principal officers who are in attendance virtually today: Frank Lopez-Balboa, Executive Vice President and Chief Financial Officer; Richard Denning, Executive Vice President, General Counsel & Secretary; and Collin Jones, Senior Vice President, Corporate Development & Strategy. Also present virtually today is John Nee, of PricewaterhouseCoopers LLP, the company's independent registered public accounting firm. Mr. Nee is available to answer appropriate questions during the Q&A session. Also present virtually this morning is Stephen Jones, of Continental Stock Transfer & Trust Company, the company's transfer agent. Mr. Jones will serve as Inspector of Elections, along with Richard Denning. Richard Denning will also serve as Secretary of the meeting. During the meeting, we will consider and act upon those matters properly brought before this meeting. Voting today is by proxy and electronic ballot. If you have already voted by proxy, including voting by internet, telephone or by mail, you do not need to take any further action unless you wish to change your vote. Any stockholder of record or beneficial owner who registered appropriately and who has not voted or who wishes to change their vote may do so by clicking the Voting link on the meeting website. You will be required to enter your control number found on your proxy card. Immediately after the meeting we will also hold a Q&A session, during which we intend to answer appropriate questions submitted through the meeting's website that are pertinent to the company's annual meeting matters, as time permits. If you would like to submit a question, please use the Messages icon on the top of your screen. The rules of conduct include specific guidelines for any questions submitted. I would now like to ask Richard Denning to report on the mailing of the Notice of the Meeting and to lead us through the official business items on our agenda today. Richard?

Thank you, Mr. Chairman. The company has been provided with an affidavit of Continental Stock Transfer & Trust Company certifying that notice of today's meeting was first mailed to the holders of the Class A common stock on March 28, 2022. A list of stockholders of record as of March 14, 2022, and entitled to vote at this meeting is open for inspection during this meeting and can be accessed through the meeting website. The Inspector of Election has reported that of the 18,706,031 shares of Class A common stock of the company outstanding on March 14, 2020 (sic) [ March 14, 2022 ], the record date for this meeting, at least 9,353,016 shares, which is a majority of the shares outstanding as of the record date, are represented at today's meeting virtually or by proxy and, thus, constitute a quorum for the transaction of business at today's meeting. Our first item of business is the election of 7 directors to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Information with respect to each of the nominees is set forth in the proxy statement. Our second item of business is to approve on an advisory basis the compensation paid to the company's named executive officers, as disclosed in the proxy statement. Management's statement in support of such a vote is set forth in the proxy statement. Our third and final item of business is the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2022. Now I'll provide a report on the voting. By now, all stockholders have had a chance to vote. I now declare the polls closed. Based on the results provided by Continental Stock Transfer & Trust Company as Inspector of Election, I can report the following: that each of the nominees for director named in the proxy statement has been duly elected; that the compensation of the company's named executive officers has been approved on a nonbinding advisory basis; and that the stockholders have ratified the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for 2022; in each case, in accordance with the requisite voting standard described in the proxy statement. I now turn the meeting back over to you, Mr. Chairman.

Thank you, Richard. All official business having been concluded, I declare the meeting adjourned. I'd like to express my sincere appreciation to the stockholders who participated in this virtual meeting as well as those who did not attend and voted by proxy. Thank you to all. We will now begin our live Q&A session. For that, I will turn the meeting over to Collin Jones. Mr. Jones, do we have any questions?

Mr. Chairman, there have been no questions submitted.

Thank you, Collin. Since there have been no questions submitted, I'll conclude today's call. Thank you again to all of our stockholders. Good day.