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EX-3.1 - SECOND AMENDED AND RESTATED BY-LAWS OF CUMULUS MEDIA INC. - CUMULUS MEDIA INCcumulusmediaby-laws003.htm


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 2, 2017
 
______________________________ 
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))








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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 2, 2017, the Board of Directors of Cumulus Media Inc. (the “Company”) amended Section 2.2 of the Company’s by-laws to (i) correct inconsistencies between the Company’s certificate of incorporation and by-laws and within the by-laws themselves by providing that a special meeting may be called by holders of record of the Company’s shares representing at least 25% of all the votes entitled to be cast on any issue proposed to be considered at a special meeting, consistent with the certificate of incorporation, and (ii) revise the procedures pursuant to which the Company’s Board of Directors shall call a special meeting upon the demand of shareholders by providing that such a special meeting shall not be called for a date within 180 days of the Company’s most recent annual meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
 
 
 
Exhibit No.
 
Description of Exhibit
 
  3.1
Second Amended and Restated By-laws of Cumulus Media Inc.







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/ John Abbot
 
 
 
 
Name: John Abbot
 
 
 
 
Title: Executive Vice President, Treasurer and Chief Financial Officer
Date: June 2, 2017