0001499832false00014998322023-12-212023-12-21




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): December 21, 2023


Townsquare Media, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-36558
27-1996555
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
One Manhattanville Road,
Suite 202

Purchase,
New York
10577
 (Address of Principal Executive Offices, including Zip Code)

(203) 861-0900
(Registrant's telephone number, including area code)

Not applicable
(Former name, former address and former fiscal year, 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 (17CFR 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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.01 par value per shareTSQThe New York Stock Exchange

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.   ☐ 


1

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 21, 2023, Townsquare Media Inc., a Delaware corporation (the “Company”), entered into an amendment (the “Amendment”) to the Amended and Restated Employment Agreement entered into by and between Erik Hellum and the Company, dated as of October 7, 2022 (the “Employment Agreement”). The Amendment increases Mr. Hellum’s annual base salary to $1,000,000.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K, which are incorporated by reference into this Item 5.02.

Item 9.01 - Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.Description
10.1
104Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document).

2

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.


Date: December 28, 2023TOWNSQUARE MEDIA, INC.
By:/s/ Stuart Rosenstein
Name:Stuart Rosenstein
Title:Executive Vice President and Chief Financial Officer



3
image_1a.jpg

FIRST AMENDMENT TO THE AMENDED AND
RESTATED EMPLOYMENT AGREEMENT

    THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of December 21, 2023 (the “Effective Date”), by and between Townsquare Media, Inc. (the “Company”), and Erik Hellum (“Executive”) (the Company and Executive are collectively referred to herein as the “Parties”).

    WHEREAS, the Parties entered into an Amended and Restated Employment Agreement, dated as of October 7, 2022 (the “Agreement”), setting forth the terms and conditions of Executive’s employment with the Company; and

WHEREAS, the Parties desire to amend the Agreement as hereinafter provided.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement hereby agree as follows:
1.Amendment. Section 3(a) of the Agreement is hereby deleted in its entirety and replaced with the following:
“(a)    Base Salary. During the Employment Term, Executive shall be paid an annual base salary of $1,000,000 (“Base Salary”). The Base Salary shall be payable in accordance with the Company’s regular payroll practices as then in effect. During the Employment Term, the Base Salary shall be reviewed annually and may be adjusted at the discretion of the Compensation Committee of the Board (the “Committee”).”
2.Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware.
3.Confirmation of the Agreements; No Other Changes. Except as expressly amended by the terms hereof, the Agreement is hereby confirmed in all respects. Nothing herein shall be held to alter, vary, or otherwise affect the terms, conditions, and provision of the Agreement other than as contemplated herein. The Parties agree and acknowledge that the Agreement, as amended herein, shall continue in full force and effect in accordance with its terms and are hereby ratified in full.
4.Counterparts. Signatures to this Amendment may be delivered by facsimile transmission or email and such transmission shall be deemed an original. This Amendment may be executed in multiple counterparts, any one of which need not contain the signatures of more than one Party, but all such counterparts taken together shall constitute one and the same instrument.
[Signatures appear on the following page.]

image_1a.jpg
    IN WITNESS WHEREOF, each Party has duly executed and delivered this Amendment as of the Effective Date.


COMPANY:

Townsquare Media, Inc.


_______________________________________
By: B. James Ford
Title: Chair, Compensation Committee



EXECUTIVE:    


_______________________________________
Erik Hellum

[Signature Page to First Amendment to Amended and Restated Employment Agreement]
v3.23.4
Cover Page Cover Page
Dec. 21, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 21, 2023
Entity Registrant Name Townsquare Media, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36558
Entity Tax Identification Number 27-1996555
Entity Address, Address Line One One Manhattanville Road,
Entity Address, Address Line Two Suite 202
Entity Address, City or Town Purchase,
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10577
City Area Code 203
Local Phone Number 861-0900
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, $0.01 par value per share
Trading Symbol TSQ
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001499832
Amendment Flag false
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