CUMULUS MEDIA INC 8-K

What Happened

• Cumulus Media Inc. filed an 8-K reporting that Joan Hogan Gillman notified the Board on January 14, 2026 of her intent to resign effective January 15, 2026 upon election of her successor. The Board, on the recommendation of its Nominating and Governance Committee, appointed Carol Flaton to the Board effective January 15, 2026. The company issued a press release on January 15, 2026 announcing the appointment.

Key Details

• Appointment effective date: January 15, 2026.
• New director: Carol Flaton; she meets SEC independence requirements.
• Term: Serves until the Company’s 2026 annual meeting of stockholders and until a successor is elected and qualified.
• Compensation: Ms. Flaton will receive $40,000 per month in cash for her board service (annualized roughly $480,000).
• No related-party arrangements: The filing states there are no arrangements or understandings related to her appointment and no transactions reportable under Item 404(a) of Regulation S-K.

Why It Matters

• This is a board composition and governance update: investors should note the replacement of a director and that the new director is independent under SEC rules.
• The monthly cash payment is a concrete, recurring board expense that increases governance costs.
• The appointment was disclosed under Item 5.02 (director change) and Item 7.01 (Regulation FD disclosure), and the company provided a press release the same day for public transparency.