Cumulus Adopts “Poison Pill” to Avert Potential Hostile Takeover
Cumulus Media Inc announces that its board of directors has adopted a limited-duration Shareholder Rights Plan (colloquially known as the “poison pill”) to protect the best interests of all Cumulus Media shareholders. The Rights Plan is effective immediately and expires on February 20, 2025, unless the board terminates it earlier. The Rights Plan was adopted in response to the significant accumulation of Cumulus Media stock by Renew Group Private Ltd., an entity based in Singapore that had disclosed that it had acquired approximately 5.15% of Cumulus’ outstanding Class A shares on July 28, 2023. On
January 24, 2024, the Group reported beneficial ownership of approximately 10.01% of the company’s outstanding Class A shares and stated its intent to acquire 20% of Cumulus. The Group has investments in other media companies, including a sizeable holding in a direct competitor of Cumulus Media. According to Investopedia, a poison pill “is a defense strategy used by the directors of a public company to prevent activist investors, competitors, or other would-be acquirers from taking control of the company. Poison pills are executed by buying up large amounts of its stock. They effectively block the accumulation of a company’s outstanding shares. Companies promise to distribute additional free or heavily discounted shares to all existing shareholders, which dilutes the shares so outsiders can’t take over the company by purchasing a controlling amount of shares.” Cumulus board chairman Andrew Hobson says, “Given the facts, the Cumulus board firmly believes it is necessary to adopt a limited-duration rights plan to protect the interests of all Cumulus shareholders. The Rights Plan is intended to enable the company’s shareholders to realize the long-term value of their investment, ensure that all shareholders receive fair and equal treatment in the event of any proposed takeover of the company, and guard against tactics to gain control of the company without paying all shareholders an appropriate premium for that control. Cumulus Media’s leadership maintains open dialogue with its investors, including the Group, and intends to continue that practice.”
challenges. The mix of diverse and insightful voices on this year’s boards will continue the important work of prioritizing recognition, connection and education of women across all facets of media.” The officer roles include: Katina Arnold, chair, VP, corporate communications, ESPN; Monica Bloom, incoming/vice chair, chief marketing officer, MHz Choice | Topic Streaming; Annie Howell, immediate past chair, chief communications officer, Hallmark Media; Catherine Badalamente, treasurer, president & CEO, Graham Media Group; and Marie Tedesco, treasurer-elect, CFO, Beasley Broadcast Group. New to the board of directors are: Isabel Lara, chief communications officer, NPR; Jaclyn Levin, president, Shriver Media and founder, Liminal Space Media; Christine Moran, head of creator partnerships, Electrify Video Partners; and Debra O’Connell, president, news group and networks, Disney Entertainment. 
chairman, president and CEO David Field; $850,000 to EVP, strategic initiatives and CFO Richard Schmaeling; $500,000 to EVP and COO Susan Larkin; $250,000 to president, podcast and streaming and chief digital officer J.D. Crowley; and $600,000 to EVP, general counsel and secretary Andrew Sutor IV. These retention awards are intended to be in lieu of an annual bonus with respect to 2023.
BFoA chairman Scott Herman says, “Chad and Heather are exceptional broadcast industry leaders, and they are a terrific addition to our board of directors. I look forward 
to working with them to continue our mission of helping broadcasters in dire need.” Chad Lopez has more than 25 years of experience in broadcast and digital media. Prior to joining Red Apple Media, he served as vice president of Cumulus Media’s New York cluster. In addition to her work at the Weiss Agency, Heather Cohen serves on the Alliance for Women in Media and its foundation board of directors, has co-chaired the Gracie Awards since 2016, and most recently was appointed president of the executive board of Hofstra University’s Alumni Organization. 
economic empowerment tools and services in the United States. He is also chairman and chief executive officer of John Hope Bryant Holdings, Bryant Group Ventures and The Promise Homes Company, a for-profit minority-controlled owner of institutional-quality, single-family residential rental homes in the U.S. “We are pleased to welcome John Hope Bryant to The Black Effect Podcast Network’s board of directors. John brings a strong track record of business success, broad leadership experience in philanthropy, education, public engagement and innovation, and a deep appreciation for black culture that makes him the perfect choice to help steer and shape the future of the network.”
Jenna Miller, integrated sales manager for Cox Media Group join the board of the organization consisting of top-level female radio professionals who use their 
experience, influence, and resources to help other women in radio develop management and leadership skills. MIW board president Ruth Presslaff says, “Both Lori and Jenna share a history with MIW, starting as mentees and now joining us as board members. They are each accomplished and inspiring professionals who are generously giving back to the betterment of women in the industry, and the industry as a whole. We welcome them wholeheartedly and are thankful for their participation.”
A reverse stock split reduces the number of shares that each shareholder owns but increases the value of each remaining share. Audacy says, “We are seeking shareholder approval for the authority to effectuate the reverse stock split as a means of increasing the share price of our Class A Common Stock to be at or above $1.00 per share in order to attempt to avoid delisting by the NYSE. We expect that the reverse stock split will increase the closing price per share of our Class A Common Stock to be above the $1.00 per share minimum price for the required number of days, thereby satisfying this listing requirement. However, there can be no assurance that the reverse stock split will have that effect, initially or in the future, or that it will enable us to maintain the listing of our Class A Common Stock on the NYSE. We are not aware of any present efforts by anyone to accumulate our Class A Common Stock, and the proposed reverse stock split is not intended to be an anti-takeover device.” Audacy was put on notice last August 1 that it was not in compliance with the minimum average closing price of $1.00 per share and faces delisting. 
and acquisitions. Berk is currently chairman and CEO of Goodman Media Partners, investing in early-stage media and tech companies. PodcastOne co-founder Kit Gray comments, “Jim has an impressive track record of working with public companies and has extensive knowledge of our business. We are thrilled to bring his expertise back in the company and on our board during this crucial period of growth for PodcastOne as we are launching our IPO.”
over for longtime board member and former national spokeswoman, Denyse Mesnik, who rises to the MIW advisory council. MIW board president Ruth Presslaff says, “We are so lucky to have someone of Randi’s caliber join our board. Randi has worked diligently on the PR committee and has earned this board seat. Knowing Randi, I suspect we’ll get a lot done and have a whole lot of fun doing it! That said, I will miss working side-by-side with my dear friend and now advisory council member Denyse Mesnik. She has given immeasurably to this organization and can’t be thanked enough.”
