2 unchanged sentences
As of the end of the period covered by this transition report, the Company evaluated the effectiveness of the design and operation of its “disclosure controls and procedures” (“Disclosure Controls”).
−Removed: This evaluation (the “Controls Evaluation”) was performed under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).
−Removed: Based upon the Controls Evaluation, our CEO and CFO concluded that as of December 31, 2022, our Disclosure Controls are effective to ensure that information relating to MediaCo Holding Inc.
+Added: This evaluation (the “Controls Evaluation”) was performed under the supervision and with the participation of management, including our Interim President and Chief Operating Officer (“President and COO”) and Chief Financial Officer (“CFO”).
+Added: Based upon the Controls Evaluation, our President and COO and CFO concluded that as of December 31, 2023, our Disclosure Controls are effective to ensure that information relating to MediaCo Holding Inc.
and Subsidiaries that is required to be disclosed by us in the reports that we file or submit is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
15 unchanged sentences
OTHER INFORMATION
−Removed: On March 30, 2023, as a one-time bonus, the Compensation Committee of our Board of Directors made awards under our 2021 Equity Compensation Plan of vested shares of our Class A common stock to Ann C.
−Removed: Beemish, our Executive Vice President, Chief Financial Officer and Treasurer (129,888 shares) and Bradford A.
−Removed: Tobin, our President, Chief Operating Officer, and General Counsel (86,125 shares).
−Removed: The Compensation Committee also awarded Ms.
−Removed: Beemish a cash bonus of $150,000.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
44 unchanged sentences
Ending Exhibit Filing
−Removed: 2.1+ Asset Purchase Agreement, dated as of December 9, 2022, by and among Fairway Outdoor LLC, FMG Kentucky, LLC and FMG Valdosta, LLC and The Lamar Company, L.L.C., a Louisiana limited liability company.Amended and Restated Articles of Incorporation of MediaCo Holding Inc., as amended.
−Removed: 8-K 2.1 12/12/2022
3.1 Amended and Restated Articles of Incorporation of MediaCo Holding Inc., as amended.
10-KT 12/31/2019 3.1 3/27/2020
+Added: 3.2 Articles of Amendment to Articles of Amendment of Amended & Restated Articles of Incorporation
+Added: 8-K 3.1 3/27/2023
3.3 Amended and Restated Code of Bylaws of MediaCo Holding Inc.
2 unchanged sentences
10-KT 12/31/2019 4.1 3/27/2020
−Removed: 10.1† Employment Agreement, effective as of July 1, 2021, by and between MediaCo Holding Inc.
−Removed: and Rahsan-Rahsan Lindsay
−Removed: 10-Q 9/30/2021 10.1 11/12/2021
10.2† Employment Agreement between MediaCo Holding Inc.
1 unchanged sentence
8-K 99.1 2/11/2022
−Removed: 10.3† Employment Agreement between MediaCo Holding Inc.
−Removed: and Brad Tobin, dated February 9, 2022
−Removed: 8-K 99.2 2/11/2022
10.4† MediaCo Holding Inc.
1 unchanged sentence
Definitive Proxy Ex.
−Removed: 10.5 P romissory Note, dated as of November 25, 2019, by MediaCo Holding Inc.
+Added: 10.5 Promissory Note, dated as of November 25, 2019, by MediaCo Holding Inc.
in favor of Emmis Communications Corporation
8-K 10.8 11/27/2019
−Removed: 10.6 Unsecured Convertible Promissory Note, dated as of May 19, 2021, by MediaCo Holding Inc.
−Removed: in favor of SG Broadcasting LLC.
−Removed: 8-K 10.2 5/21/2021
10.7† Form of Restricted Stock Agreement under 2020 Equity Compensation Plan.
10-Q 6/30/2020 10.2 8/14/2020
−Removed: 10.8 Amendment No.
−Removed: 1 to Unsecured Convertible Promissory Note, dated as of March 18, 2022, by and between MediaCo Holding Inc., and SG Broadcasting LLC.
+Added: 10.8† Separation and Release Agreement between the Company and Bradford A.
8-K 99.1 7/17/2023
+Added: 10.9† Separation and Release Agreement between the Company and Rahsan-Rahsan Lindsay
+Added: 8-K 99.1 10/12/2023
21 Subsidiaries of MediaCo Holding Inc.
−Removed: Incorporated by Reference
−Removed: Number Exhibit Description Filed
−Removed: Herewith Form Period
−Removed: Ending Exhibit Filing
23 Consent of Independent Registered Public Accounting Firm
9 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 97† MediaCo Holding Inc.
+Added: Compensation Recoupment Policy
+Added: Incorporated by Reference
+Added: Number Exhibit Description Filed
+Added: Herewith Form Period
+Added: Ending Exhibit Filing
101.INS Inline XBRL Instance Document X
10 unchanged sentences
MEDIACO HOLDING INC.
−Removed: March 31, 2023
−Removed: /s/ Rahsan-Rahsan Lindsay
−Removed: Rahsan-Rahsan Lindsay
−Removed: Chief Executive Officer
+Added: April 1, 2024
+Added: /s/ Kudjo Sogadzi
+Added: Kudjo Sogadzi
+Added: Interim President and Chief Operating Officer
+Added: (Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE
−Removed: March 31, 2023
−Removed: /s/ Rahsan-Rahsan Lindsay Chief Executive Officer and Director
−Removed: Rahsan-Rahsan Lindsay (Principal Executive Officer)
−Removed: March 31, 2023
+Added: April 1, 2024
+Added: /s/ Kudjo Sogadzi Interim President and Chief Operating Officer
+Added: Kudjo Sogadzi (Principal Executive Officer)
+Added: April 1, 2024
Beemish Executive Vice President, Chief Financial Officer and Treasurer
Beemish (Principal Financial Officer and Principal Accounting Officer)
−Removed: March 31, 2023
+Added: April 1, 2024
/s/ Patrick M.
Walsh Director
−Removed: March 31, 2023
+Added: April 1, 2024
Scott Enright Director
Scott Enright
−Removed: March 31, 2023
+Added: April 1, 2024
/s/ Andrew Glaze Director
−Removed: March 31, 2023
+Added: April 1, 2024
/s/ Robert L.
Greene Director
−Removed: March 31, 2023
+Added: April 1, 2024
/s/ Mary Beth McAdaragh Director
Mary Beth McAdaragh
−Removed: March 31, 2023
+Added: April 1, 2024
/s/ Deborah McDermott Director
Deborah McDermott
−Removed: March 31, 2023
+Added: April 1, 2024
/s/ Jeffrey H.
Smulyan Director
+Added: April 1, 2024
+Added: /s/ Amit Thakrar Director
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.