UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) August 23, 2012
EMMIS COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Indiana
(State or Other Jurisdiction of Incorporation)
| 0-23264 | 35-1542018 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| ONE EMMIS PLAZA, 40 MONUMENT CIRCLE, SUITE 700, INDIANPOLIS, INDIANA |
46204 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
317-266-0100
(Registrant’s Telephone Number, Including Area Code)
NOT APPLICABLE
(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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 5.02. | Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 23, 2012, in connection with the closing of the sale of radio station KXOS-FM, Los Angeles, California, the Compensation Committee of the Board of Directors of Emmis Communications Corporation (“Emmis”) approved the payment of special transaction bonuses in the aggregate amount of $2.8 million. These bonuses will be recognized in the quarter ending August 31, 2012 and consist of: (i) the payment of $1,000 to each full time employee and $250 to each part time employee, and (ii) the payment of unpaid amounts under Emmis’ fiscal 2012 corporate incentive plan, including $618,750, $394,467, and $112,500, respectively, to Jeffrey H. Smulyan, Patrick M. Walsh and J. Scott Enright.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 29, 2012
| EMMIS COMMUNICATIONS CORPORATION | ||
| By: | /s/ J. Scott Enright | |
| Name: J. Scott Enright | ||
| Title: Executive Vice President, General Counsel and Secretary | ||