Cumulus Media say-on-pay fails; all directors elected despite high withhold votes

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 3,635,051 6,742,340 16,645 4,012,568 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 not approved.

Proposal No. 1 (Election of Directors): Nominee Votes For Votes Withheld Broker Non-Votes Mary G. Berner 4,916,602 5,477,434 4,012,568 Matthew C. Blank 6,719,044 3,674,992 4,012,568 Thomas H. Castro 4,916,881 5,477,155 4,012,568 Deborah A. Farrington 6,880,600 3,513,436 4,012,568 Joan Hogan Gillman 6,701,509 3,692,527 4,012,568 Andrew W. Hobson 7,972,878 2,421,158 4,012,568 Brian G. Kushner 6,884,184 3,509,852 4,012,568 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. 3 (Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024): Votes For Votes Against Abstain 14,185,712 6,716 214,176 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 2024 was approved.