UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report

Pursuant to Section 13 or 15(d) ~~of The~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~ December 714, 2012

DIAL GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	~~001-14691~~	95001-~~3980449~~14691	95-3980449
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction		(Commission	(IRS Employer
220 W. 42nd Street, 3rd FloorNew York, NY			10036
of incorporation)		File Number)	Identification No.)
(Address of principal executive offices)			(Zip Code)

~~Registrant's~~220 ~~telephone~~W. ~~number~~42nd Street, ~~including area code: (212) 419-2900~~3rd Floor

~~(Former~~New ~~name~~York, ~~or former address~~NY, ~~if changed since last report.)~~10036

(Address of principal executive offices)

Registrant's telephone number, including area code: (212) 968-2888

Not Applicable

(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 (see General Instruction A.2. below):

¨ 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))

~~Section~~Item ~~5 Corporate~~1.01. Entry ~~Governance~~into ~~and~~a ~~Management~~Material Definitive Agreement.

~~Item~~As 5previously reported, on November 15, 2012, Dial Global, Inc.~~07 Submission~~ of(the ~~Matters~~“Company”) entered into (i) a Second Amendment and Limited Waiver to Credit Agreement with the administrative agent and certain lenders under its First Lien Credit Facility and (ii) a ~~Vote~~Second Amendment and Limited Waiver to Second Lien Credit Agreement with the administrative agent and certain lenders under its Second Lien Term Loan Facility (collectively with the First Lien Credit Facility, the “Credit Facilities”), pursuant to which such lenders agreed, among other things, to waive through December 14, 2012 (the “Waiver Period”) certain events of ~~Security~~noncompliance ~~Holders~~under the Credit Facilities occurring as of September 30, 2012 and certain of the Company's other obligations under the Credit Facilities.

On ~~September~~December 714, 2012, ~~Dial Global, Inc. (~~the ~~“Company”)~~date ~~held~~on ~~its~~which ~~2012~~the ~~Annual~~Waiver ~~Meeting~~Period ofwas ~~Stockholders. The~~scheduled ~~matters~~to ~~voted~~conclude, ~~upon and~~ the ~~related~~Company ~~voting~~entered ~~results~~into ~~are~~a ~~listed~~Second ~~below. Holders~~Limited ofWaiver ~~Class A common stock, representing 22,779,323 eligible votes, were asked~~ to ~~vote~~Credit onAgreement with the ~~following~~administrative ~~proposals:~~agent ~~(1)~~and ~~election~~certain of ~~three~~its ~~(3)~~lenders ~~Class~~under Aits ~~directors~~First ~~(for~~Lien ~~which~~Credit ~~proposal~~Facility (the ~~Class~~“First ALien ~~holders voted separately as a class~~Waiver”) and ~~(2)~~a ~~election~~Third ofAmendment ~~one~~and ~~(1)~~Limited ~~Class~~Waiver Bto ~~director~~Second ~~known~~Lien asCredit ~~the~~Agreement ~~“CEO director”~~ (~~for which proposal~~ the ~~Class~~“Second ALien ~~holders~~Waiver” ~~voted~~and together with the ~~Class~~First BLien ~~holder). The sole holder of Class B common stock~~Waiver, ~~representing 34,237,638 eligible votes, was asked to vote on~~ the ~~election of six (6~~“Waivers”) ~~Class B directors (for which proposal it voted separately as a class, except~~ with ~~respect to~~ the ~~CEO~~administrative ~~director,~~agent ~~for~~and ~~which~~certain itlenders ~~voted~~under ~~with~~its ~~the~~Second ~~Class~~Lien ATerm ~~holders)~~Loan Facility.

~~(1) Election~~Pursuant to the terms of ~~Class~~the AWaivers, ~~Directors:~~ the lenders party to each agreed to extend their respective Waiver Periods and temporarily waive certain existing and anticipated instances of non-compliance by the Company with the Credit Facilities, including the debt leverage and interest coverage covenants set forth in the Credit Facilities, which instances of non-compliance would otherwise be expected to give rise to events of default under the Credit Facilities. The terms of the Waivers provide that the extended Waiver Period and the other temporary waivers provided for therein will terminate on January 15, 2013 or such earlier date on which the Waivers terminate in accordance with their terms.

	FOR	WITHHELD	NON-VOTES
Jonathan I. Gimbel	18,224,447	1,496,349	—
H. Melvin Ming	19,685,161	35,635	—
Mark R. Stone	18,196,241	1,524,555	—

Also on December 14, 2012, in connection with the Waivers, the Company entered into a Second Amendment to Intercreditor Agreement which has the effect of extending through the date on which the Waivers terminate, the agreement of the lenders under the First Lien Credit Facility to not permit the Company's controlling stockholders or their affiliates to (i) acquire any debt in, or fund any new debt investment under, the Company's First Lien Credit Facility or (ii) acquire any debt in, or fund any new debt investment under, any other debt arrangement that is senior to the debt under the Company's Second Lien Term Loan Facility.

~~(2) Election~~The foregoing description of ~~CEO~~the ~~Director~~First ~~(Class~~Lien AWaiver ~~holders~~and ~~voting)~~the Second Lien Waiver is qualified in its entirety by reference to the full text of such Waivers, which Waivers are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and incorporated by reference herein.

	FOR		WITHHELD		NON-VOTES
Spencer L. Brown	18,275,994		1,444,802		—

Item 9.01. Financial Statements and Exhibits.

(3d) ~~Election~~Exhibits ~~of Class B Directors:~~

	FOR	WITHHELD	NON-VOTES
Spencer L. Brown (1)	34,237,638	—	—
B. James Ford	34,237,638	—	—
Jules Haimovitz	34,237,638	—	—
Peter E. Murphy	34,237,638	—	—
Andrew Salter	34,237,638	—	—
Neal A. Shore	34,237,638	—	—

The following exhibits are being filed herewith:

(1) CEO Director



Exhibit Number		Description
10.1		Second Limited Waiver to Credit Agreement, entered into as of December 14, 2012, with the lenders party thereto.
10.2		Third Amendment and Limited Waiver to Second Lien Credit Agreement, entered into as of December 14, 2012, with the lenders party thereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 17, 2012 DIAL GLOBAL, INC.By:/S/ MELISSA GARZA Name: Melissa GarzaTitle: General Counsel

Date: September 12, 2012 By: /s/ Melissa Garza

Name: Melissa Garza

Title: General Counsel

Filing Compare · DIAL GLOBAL, INC. /DE/