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 18, 2026 |
ENTRAVISION COMMUNICATIONS CORPORATION
(Exact name of Registrant as Specified in Its Charter)
|
|
|
|
|
|
Delaware |
001-15997 |
95-4783236 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
|
|
|
|
1 Estrella Way |
|
Burbank, California |
|
91504 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
|
|
Registrant’s Telephone Number, Including Area Code: 310 447-3870 |
(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 |
|
EVC |
|
The 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. ☐
Item 1.02 Termination of a Material Definitive Agreement.
On May 18, 2026, Entravision Communications Corporation (the "Company") and Alexandra Seros and related trusts (collectively, the "Stockholders") mutually agreed to terminate the Cooperation Agreement between the parties (the "Cooperation Agreement"). Ms. Seros is the widow of Walter Ulloa, the Company's former Chairman and Chief Executive Officer.
The Company and the Stockholders entered into the Cooperation Agreement on May 4, 2023. Under the agreement terms, the Company agreed to nominate the Stockholders' candidate to the Company board of directors, and the Stockholders agreed to specific commitments regarding their ownership of the Company's stock.
As a result of the termination, the Cooperation Agreement is of no further force or effect, and all rights and obligations of the Company and the Stockholders thereunder have been terminated.
Notwithstanding the termination, Thomas Strickler, who was nominated as a director pursuant to the terms of the Cooperation Agreement, will remain on the Company’s board of directors.
The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which was previously filed by the Company with the U.S. Securities and Exchange Commission as Exhibit 10.1 to the Current Report on Form 8-K dated May 5, 2023 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
|
|
|
|
|
|
|
|
Entravision Communications Corporation |
|
|
|
|
Date: |
May 19, 2026 |
By: |
/s/ Michael Christenson |
|
|
|
Michael Christenson, Chief Executive Officer |