Cumulus Media (CMLS) Proxy Filing summary

Executive summary

• 2024 saw industry-wide challenges and a decline in stock price, but actions included a successful debt refinancing, operational growth in digital marketing services, and significant cost reductions with minimal revenue impact.

• Employee engagement remained high, with 93% of surveyed employees proud to work at the company and 86% excited for the future.

• Extensive stockholder engagement led to governance and compensation changes, including a new director resignation policy, non-renewal of the poison pill, and new stock ownership guidelines.

Voting matters and shareholder proposals

• Stockholders will vote to elect seven directors, approve executive compensation on an advisory basis, and ratify PricewaterhouseCoopers LLP as the independent auditor for 2025.

• The Board recommends voting FOR all director nominees, FOR the advisory approval of executive compensation, and FOR auditor ratification.

Board of directors and corporate governance

• Six of seven directors are independent; the Chairman is independent and separate from the CEO.

• New bylaw amendment requires directors not receiving a majority vote in uncontested elections to tender resignation.

• Steven M. Galbraith, a top stockholder, was appointed to the Board and as Chair of the Compensation Committee.

• Annual Board and committee evaluations are conducted, and stockholders holding 25% of votes can call special meetings.