---
schema_version: "secwatch.filing_event.v1"
accession: "0001058623-24-000069"
form_type: "8-K"
ticker: "CMLS"
cik: "0001058623"
company_name: "CUMULUS MEDIA INC"
filed_at: "2024-05-02T23:59:59+00:00"
generated_at: "2026-06-02T23:49:53.199611+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.65
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- Say-on-pay proposal rejected: 6.74M against vs 3.64M for; 4.01M broker non-votes.
- All seven director nominees elected, but Mary G. Berner and Thomas H. Castro each received more withheld votes than for votes.
- Ratification of PwC as auditor for 2024 approved with 14.19M votes for.
- Total broker non-votes of approximately 4.01M shares on non-routine items.

## SEC filing metadata
- accession: 0001058623-24-000069
- form_type: 8-K
- ticker: CMLS
- cik: 0001058623
- company_name: CUMULUS MEDIA INC
- filed_at: 2024-05-02T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.65
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1058623/000105862324000069/0001058623-24-000069-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1058623/000105862324000069/cmls-20240502.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001058623-24-000069
- JSON: https://secwatch.observer/filing/0001058623-24-000069.json
- Plain text: https://secwatch.observer/filing/0001058623-24-000069.txt

## Key facts
- Shareholder Votes
  CUMULUS MEDIA INC shareholders rejected Proposal to approve, on an advisory basis, the compensation paid to the Company’s named executive officers at the 2024-05-02 meeting.
  - Proposal: say on pay
  - Outcome: failed
  - Meeting: 2024-05-02
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1058623/000105862324000069/0001058623-24-000069-index.htm
- Shareholder Votes
  CUMULUS MEDIA INC shareholders approved Election of Directors at the 2024-05-02 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-02
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1058623/000105862324000069/0001058623-24-000069-index.htm
- Shareholder Votes
  CUMULUS MEDIA INC shareholders approved Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024 at the 2024-05-02 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-05-02
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1058623/000105862324000069/0001058623-24-000069-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.