UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 30, 2025

____________________________

CUMULUS MEDIA INC.

(Exact name of registrant as specified in its charter)

____________________________

Delaware

001-38108

82-5134717

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS employer
Identification No.)

780 Johnson Ferry Road NE, Suite 500,

Atlanta,

30342

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

(404)

949-0700

n/a

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock	CMLS	OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 – Submission of Matters to a Vote of Security Holders

The Annual Meeting was held on May 30, 2025. The results of voting on the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting were as follows:

Proposal No. 1 (Election of Directors):


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Mary G. Berner	9,701,506	745,495	3,323,660
Thomas H. Castro	9,327,260	1,119,741	3,323,660
Deborah A. Farrington	9,684,831	762,170	3,323,660
Steven M. Galbraith	10,003,623	443,378	3,323,660
Joan Hogan Gillman	9,307,557	1,139,444	3,323,660
Andrew W. Hobson	9,327,619	1,119,382	3,323,660
Brian G. Kushner	9,323,213	1,123,788	3,323,660

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. 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
8,751,021	1,115,170	580,810	3,323,660

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 approved.

Proposal No. 3 (Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025):


Votes For	Votes Against	Abstain
13,316,705	134,473	319,483

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 2025 was approved.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number			Description

104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

CUMULUS MEDIA INC.

By:

/s/ Francisco J. Lopez-Balboa

Name: Francisco J. Lopez-Balboa

Title: Executive Vice President, Chief Financial Officer

Date:

May 30, 2025

CUMULUS MEDIA INC 8-K