In a sign of optimism that coronavirus concerns will have tempered in six weeks, Entercom Communications has confirmed that its annual shareholders’ meeting will move forward at Hotel Sofitel Philadelphia.
The audio media company that owns radio stations, Radio.com and podcast entities Pineapple Street and Cadence13 stated in an SEC filing made Tuesday that May 5 remains the date Entercom will hold its formal shareholder meeting.
That said, many will likely vote by proxy rather than attend the event in Philadelphia. Proxy statements will on March 25 be mailed to all Entercom shareholders.
D.F. King & Co., a division of American Stock Transfer & Trust Company LLC, has been hired to be Entercom’s proxy solicitation agent for a fee of approximately $7,500, plus expenses.
The affair is slated to begin at 8:30am, and will see Entercom take on four agenda items:
- To elect three directors, in Board Class III, for a three-year term expiring at the 2023 annual meeting of shareholders or until each such director’s successor is duly elected and qualified. They are President/CEO David J. Field, Entercom founder Joseph Field and David Berkman. Berkman has served as a Director since the consummation of Entercom’s January 1999 initial public offering. He has served as an independent Lead Director since October 2017. Since January 2000, Berkman has held the role of Managing Partner of Associated Partners LP, a private equity firm primarily engaged in telecommunications infrastructure investments.
- To conduct an advisory vote on executive compensation, or “Say on Pay”
- To ratify the selection of Grant Thornton LLP as the company’s independent registered public accounting firm for the year ending Dec. 31, 2020
- To transact such other business as may properly come before the annual meeting and/or any adjournments thereof.
Shareholders of record as of the Closing Bell on March 10 are welcome to attend and can vote.
SAY WHAT ON EXEC PAY?
With Entercom shares hovering at the $2 mark in mid-afternoon trading on Tuesday, the company’s stock has been battered by COVID-19 worries; Entercom is highly exposed in the sports arena, likely contributing to investor jitters.
Yet, Entercom stock had been trending downward well before mid-February reports from KHTS-AM in Santa Clarita, Calif., owner Carl Goldman regarding coronavirus concerns first surfaced in RBR+TVBR.
With future growth cloudy, what should Entercom do regarding executive compensation?
That’s up to shareholders.
David Field’s salary for 2019 was $1,236,000. EVP/CFO Rich Schmaeling earned $637,476; while soon-to-retire COO Weezie Kramer saw a salary of $721,000.
Robert Phillips, Entercom’s Chief Revenue Officer and Entercom Audio Networks President, had a ’19 salary of $540,750. EVP/General Counsel Andrew Sutor earned $472,164 in 2019.
This is before bonuses and other types of compensation.
Field’s total 2019 compensation came in at $4,458,180, rising from $3,491,375 in 2018.
That’s a substantial jump compared to CFO Schmaeling, whose total compensation rose to $1,771,346 from $1,755,984.
Meanwhile, Kramer and Phillips each saw slight decreases in their respective salaries. But, Kramer is sitting on $4.48 million in deferred compensation.
Also factored in for Field are $2.4 million in vested stock awards.
