ENTRAVISION COMMUNICATIONS CORP
For the period ended Dec 31, 2023. Filed Mar 14, 2024.
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FY2023 · Filed Mar 14, 2024
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)Documents filed as part of this report:
- Financial Statements
The consolidated financial statements contained herein are as listed on the “Index to Consolidated Financial Statements” on page F-1 of this report.
- Financial Statement Schedule
The consolidated financial statement schedule contained herein is as listed on the “Index to Consolidated Financial Statements” on page F-1 of this report. All other schedules have been omitted because they are not applicable, not required, or the information is included in the consolidated financial statements or notes thereto.
- Exhibits
See Exhibit Index.
(b)Exhibits:
The following exhibits are attached hereto and incorporated herein by reference.
| ExhibitNumber | Exhibit Description |
| 3.1(1) | Third Amended and Restated Certificate of Incorporation |
| 3.2(2) | Seventh Amended and Restated Bylaws |
| 4.1* | Description of the Registrant's Securities |
| 10.1(3)† | 2000 Omnibus Equity Incentive Plan |
| 10.2(4)† | 2004 Equity Incentive Plan |
| 10.3(5)† | First Amendment, dated as of May 1, 2006, to 2004 Equity Incentive Plan |
| 10.4(6)† | Second Amendment, dated as of July 13, 2006, to 2004 Equity Incentive Plan |
| 10.5(7)† | Third Amendment, dated as of April 23, 2014, to 2004 Equity Incentive Plan |
| 10.6(8)† | Fourth Amendment, dated as of May 21, 2014, to 2004 Equity Incentive Plan |
| 10.7(9)† | Fifth Amendment, effective as of April 27, 2021, to 2004 Equity Incentive Plan |
| 10.8(10)† | Sixth Amendment, effective as of May 27, 2021, to 2004 Equity Incentive Plan |
| 10.9(11)† | Employment Agreement, dated June 19, 2023, by and between the registrant and Michael Christenson |
| 10.10(11)† | Entravision Communications Corporation 2023 Inducement Plan |
| 10.11(11)† | Entravision Communications Corporation 2023 Inducement Plan, Restricted Stock Unit Award |
| 10.12(11)† | Entravision Communications Corporation 2023 Inducement Plan, Performance Unit Award |
| 10.13(11)† | Participation Agreement, effective June 19, 2023, by and between the Company and Michael Christenson |
| 10.14(12)† | Executive Compensation Letter Agreement effective as of July 1, 2023 by and between the Company and Christopher Young |
| 10.15(13)† | Participation Agreement effective as of May 12, 2023 by and between the Company and Christopher Young |
| 10.16(13)† | Executive Compensation Letter Agreement effective as of May 12, 2023 by and between the Company and Jeffery Liberman |
| 10.17(13)† | Participation Agreement effective as of May 14, 2023 by and between the Company and Jeffery Liberman |
| 10.18(13)† | Executive Compensation Letter Agreement effective as of May 12, 2023 by and between the Company and Karl Meyer |
| 10.19(13)† | Participation Agreement effective as of May 14, 2023 by and between the Company and Karl Meyer |
| 10.20(14)† | Executive Compensation Letter Agreement effective as of July 1, 2023 by and between the Company and Juan Saldívar von Wuthenau |
| 10.21(14)† | Participation Agreement effective as of July 1, 2023 by and between the Company and Juan Saldívar von Wuthenau |
| 10.22(13)† | Executive Cash Incentive Bonus Plan |
| 10.23(13)† | Entravision Communications Corporation Executive Severance and Change in Control Plan |
| 10.24(15)† | Non-Employee Director Compensation Policy |
| 10.25(15)† | Consulting Agreement effective as of June 8, 2023 by and between the registrant and Patricia Diaz Dennis |
| 10.26(16)† | Form of Restricted Stock Unit Award under the 2004 Equity Incentive Plan (directors) |
| 10.27(16)† | Form of Restricted Stock Unit Award under the 2004 Equity Incentive Plan (employees) |
| 10.28(16)† | Form of Indemnification Agreement for officers and directors of the registrant |
| 10.29(17) | Cooperation Agreement, dated as of May 4, 2023, by and among Entravision Communications Corporation, Alexandra Seros, Estate of Walter F. Ulloa, Alexandra Seros, as Trustee of the Seros Ulloa Family Trust of 1996 and Thomas Strickler, as Trustee of The Walter F. Ulloa Irrevocable Trust of 1996 |
| 10.30(3) | Form of Investors Rights Agreement by and among the registrant and certain of its stockholders |
| 10.31(18) | Amendment to Investor Rights Agreement dated as of September 9, 2005 by and between Entravision Communications Corporation and Univision Communications Inc. |
| 10.32(18) | Letter Agreement regarding registration rights of Univision dated as of September 9, 2005 by and between Entravision Communications Corporation and Univision Communications Inc. |
| 10.33(3) | Office Lease dated August 19, 1999 by and between Water Garden Company L.L.C. and Entravision Communications Company, L.L.C. |
| 10.34(19) | First Amendment to Lease and Agreement Re: Sixth Floor Additional Space dated as of March 15, 2001 by and between Water Garden Company L.L.C., Entravision Communications Company, L.L.C. and the registrant |
| 10.35(20) | Second Amendment to Lease dated as of October 5, 2005 by and between Water Garden Company L.L.C. and the registrant |
| 10.36(21) | Third Amendment to Lease effective as of January 31, 2011 by and between Water Garden Company L.L.C. and the registrant |
| 10.37(22) | Fourth Amendment to Lease effective as of January 14, 2021 by and between Water Garden Company L.L.C. and the registrant |
| 10.38(23) | Fifth Amendment to Lease, effective as of February 16, 2022 by and between Water Garden Company L.L.C. and the registrant |
| 10.39(24) | Sixth Amendment to Lease, effective as of June 7, 2022 by and between Water Garden Company L.L.C. and the registrant |
| 10.40(25) | Station Affiliation Agreement, dated as of October 2, 2017, by and between Entravision Communications Corporation, The Univision Network Limited Partnership and UniMás Network |
| 10.41(26) | Master Network Affiliation Agreement, dated as of August 14, 2002, by and between Entravision Communications Corporation and Univision Network Limited Partnership |
| 10.42(27) | Amendment, effective as of October 1, 2011, to Master Network Affiliation Agreement, dated as of August 14, 2002, by and between Entravision Communications Corporation and Univision Network Limited Partnership |
| 10.43(26) | Master Network Affiliation Agreement, dated as of March 17, 2004, by and between Entravision Communications Corporation and TeleFutura |
| 10.44(27) | Amendment, effective as of October 1, 2011, to Master Network Affiliation Agreement, dated as of March 17, 2004, by and between Entravision Communications Corporation and TeleFutura |
| 10.45(15) | Amendment and Restatement Agreement, dated as of March 30, 2023, by and among Entravision Communications Corporation, as the Borrower, Bank of America, N.A., as Administrative Agent, and the other financial institutions party thereto as Lenders |
| 10.46(28) | Share Purchase Agreement effective as of October 13, 2020 by and among Entravision Digital Holdings, LLC and the selling shareholders named therein |
| 10.47(28) | Put and Call Option Agreement effective as of October 13, 2020 by and among Entravision Digital Holdings, LLC, Entravision Communications Corporation and the selling shareholders named therein |
| 10.48(29) | Share Purchase Agreement dated as of August 25, 2021 by and among Entravision Digital Holdings, LLC, Entravision Communications Corporation, Redmas Ventures, S.L., and the selling shareholders named therein |
| 10.49(30) | Amendment No. 1 to Share Purchase Agreement executed on January 4, 2022 by and among Entravision Digital Holdings, LLC, Entravision Communications Corporation, Redmas Ventures, S.L., and the selling shareholders named therein |
| 10.50(31) | Letter Agreement Re: Accelerated Payments executed on September 13, 2022 by and among Entravision Digital Holdings, LLC, Sorin Properties, S.L., and Entravision Communications Corporation (as guarantor) |
| 10.51(32) | Securities Purchase Agreement effective as of June 4, 2021 by and among Entravision Digital Holdings, LLC, Entravision Communications Corporation, MediaDonuts Pte. Ltd. and the selling shareholders named therein |
| 10.52(33) | Earn-Out Agreement effective as of July 1, 2021 by and among Entravision Digital Holdings, LLC, Entravision Communications Corporation, and the selling shareholders named therein |
| 10.53(34) | Share Purchase Agreement, effective as of April 3, 2023, by and among Entravision Communications Corporation and the selling stockholders parties thereto |
| 10.54(34) | Options Agreement, effective as of April 3, 2023, between Entravision Communications Corporation and the selling stockholders thereof |
| 21.1* | Subsidiaries of the registrant |
| 23.1* | Consent of Deloitte & Touche LLP |
| 23.2* | Consent of BDO USA, P.C. |
| 24.1* | Power of Attorney (included after signatures hereto) |
| 31.1* | Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934 |
| 31.2* | Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934 |
| 32* | Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97†* | Compensation Recovery Policy |
| 101.INS* | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) |
- Filed herewith.
† Management contract or compensatory plan, contract or arrangement.
(1)
Incorporated by reference from our Registration Statement on Form S-8, No. 333-273077, filed with the SEC on June 30, 2023.
(2)
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on April 26, 2023.
(3)
Incorporated by reference from our Registration Statement on Form S-1, No. 333-35336, filed with the SEC on April 21, 2000, as amended by Amendment No. 1 thereto, filed with the SEC on June 14, 2000, Amendment No. 2 thereto, filed with the SEC on July 10, 2000, Amendment No. 3 thereto, filed with the SEC on July 11, 2000 and Amendment No. 4 thereto, filed with the SEC on July 26, 2000.
(4)
Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed with the SEC on August 9, 2004.
(5)
Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on May 10, 2006.
(6)
Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed with the SEC on November 9, 2006.
(7)
Incorporated by reference from our Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2014.
(8)
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on May 30, 2014.
(9)
Incorporation by reference from our Registration Statement on Form S-8, No. 333-258366, filed with the SEC on August 2, 2021.
(10)
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on June 1, 2021.
(11)
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on June 20, 2023.
(12)
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on June 30, 2023.
(13)
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on May 17, 2023.
(14)
Incorporated by reference from our Quarterly Report on Form 10-Q, filed with the SEC on November 2, 2023.
(15)
Incorporated by reference from our Quarterly Report on Form 10-Q, filed with the SEC on August 4, 2023.
(16)
Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 16, 2023.
(17)
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on May 5, 2023.
(18)
Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed with the SEC on November 9, 2005.
(19)
Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 28, 2001.
(20)
Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on March 16, 2006.
(21)
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on March 25, 2011.
(22)
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on January 26, 2021.
(23)
Incorporation by reference from our Registration Statement on Form S-8, No. 333-258366, filed with the SEC on August 2, 2021.
(24)
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on June 1, 2021.
(25)
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on October 5, 2017.
(26)
Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed with the SEC on May 10, 2004.
(27)
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on January 5, 2012.
(28)
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on October 15, 2020.
(29)
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on August 31, 2021.
(30)
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on January 7, 2022.
(31)
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on September 16, 2022.
(32)
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on June 9, 2021.
(33)
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on July 6, 2021.
(34)
Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on April 7, 2023.
(c)Financial Statement Schedules:
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.