Audacy shareholders will vote on a reverse stock split at their annual meeting on May 24.
The split will be done on a range between one-for-two and one-for-30 determined by a committee appointed by the Board of Directors in order for the company to regain compliance with the New York Stock Exchange as Audacy shares have been trading under the $1 per share range since last July closing at 11 cents per-share on Monday, March 27. The committee to determine the range of the split will consist of Chairman/CEO David Field and directors Joel Hollander and Sean Creamer.
The company states in the proposal, “Our primary objective in effectuating the Reverse Stock Split is to attempt to raise the per-share trading price of our Class A Common Stock to continue our listing on the NYSE. To maintain our listing, the NYSE requires, among other things, that our Class A Common Stock have a closing price of at least $1.00 as of the last trading day of any calendar month and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. On August 1, 2022, we were notified by the NYSE that we were not in compliance with Rule 802.01C of the NYSE’s Listed Company Manual (“Rule 802.01C”) relating to the minimum average closing price of our Class A Common Stock required over a consecutive 30 trading-day period. Under the NYSE’s rules, in addition to an initial six-month cure period which is no longer applicable to the Company, because we determined that we will seek to regain compliance, if necessary, by effecting a reverse stock split if we obtain shareholder approval at our next annual meeting of shareholders, the minimum price condition will be deemed cured if the price promptly exceeds $1.00 per share after such approval, and the price remains above that level for at least the following 30 trading days.”
The company also has measures on voting on three “Directors in Board Class III” with David Field, Chairman Emeritus Joseph Field, and director David Berkman nominated for three year terms as well as the selection of an independent accounting firm.
