Item 5. Other Information
ITEM 5. OTHER INFORMATION
Insider Trading Arrangements
During the quarter ended June 30, 2025 , none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
Revised Form of Indemnification Agreement
On August 1, 2025, our Board of Directors approved a revised form of indemnification agreement (the “Indemnification Agreement”) to be entered into between us and our current and future directors and executive officers. We will execute a new Indemnification Agreement with each of our directors and executive officers, which Indemnification Agreements will supersede the previous indemnification agreements between such parties. The Indemnification Agreement will, among other things, require us to indemnify, and advance expenses to, each director and executive officer to the fullest extent permitted by law, including indemnification of expenses such as attorneys’ fees, court costs, judgments, fines, penalties, excise taxes and settlement amounts incurred by the director or executive officer in any action or proceeding arising out of such person’s services as a director or executive officer. The Indemnification Agreement is intended to provide indemnification rights to the fullest extent permitted under Delaware law and shall be in addition to any other rights the directors and executive officers may have under our certificate of incorporation and bylaws.
The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, which is attached as Exhibit 10.4 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
We are including this disclosure in this Form 10-Q rather than filing a Current Report on Form 8-K under Items 1.01 and 5.02(e) at a later date.
36
37
ITEM 6. E XHIBITS
10.1(1)
Executive Compensation Letter Agreement effective as of May 27, 2025 by and between the Company and Juan Navarro
10.2(1)
Participation Agreement effective as of May 27, 2025 by and between the Company and Juan Navarro
10.3(2)
Amendment No. 1, dated as of July 15, 2025, to Existing Credit Agreement, by and among the Company, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the other financial institutions party thereto as Lenders
10.4*
Form of Indemnification Agreement for directors and officers of the registrant
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.
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 Current Report on Form 8-K, filed with the SEC on June 2, 2025.
(2) Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on July 16, 2025.
38
SIGNAT URE
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 thereunto duly authorized.
ENTRAVISION COMMUNICATIONS CORPORATION
By:
/s/ MARK BOELKE
Mark Boelke
Chief Financial Officer and Treasurer
Date: August 5, 2025
39
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.