SEC Comment Letter 0000000000-23-009050 to AUDACY, INC. (AUDAQ) (CIK 0001067837)
AUDACY, INC. (AUDAQ) (CIK 0001067837)
Date: Aug. 18, 2023 · CIK: 0001067837 · Accession: 0000000000-23-009050
AI Filing Summary & Sentiment
File numbers found in text: 001-14461
Letter
United States securities and exchange commission logo August 18, 2023 David Field Chief Executive Officer Audacy, Inc. 2400 Market Street, 4th Floor Philadelphia, PA 19103 Re:Audacy, Inc. Definitive Proxy Statement on Schedule 14A Filed April 4, 2023 File No. 001-14461 Dear David Field: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will revise your future proxy disclosures in accordance with the topics discussed below. Definitive Proxy Statement on Schedule 14A filed April 4, 2023 Pay versus Performance, page 48 1.We note that you have included Adjusted EBIDTA, a non-GAAP measure, as your Company-Selected Measure pursuant to Regulation S-K Item 402(v)(2)(vi). Please ensure that you provide disclosure showing how this number is calculated from your audited financial statements, as required by Regulation S-K Item 402(v)(2)(vi). If the disclosure appears in a different part of the definitive proxy statement, you may satisfy the disclosure requirement by a cross-reference thereto; however, incorporation by reference to a separate filing will not satisfy this disclosure requirement. 2.We note that your cumulative total shareholder return amounts are calculated from December 31, 2017, rather than December 31, 2019. Item 402(v)(2)(iv) of Regulation S- K provides that the period for calculating cumulative total shareholder return begins with the market close on the last trading day before the registrant's earliest fiscal year in the pay versus performance table. Given that your pay versus performance table begins with your fiscal year 2020, the measurement period would begin with December 31, 2019. Please ensure that your cumulative total shareholder return calculation is limited to the timeframe required by Item 402(v)(2)(iv) of Regulation S-K. 3.Please ensure that you identify each named executive officer included in the calculation of average non-PEO named executive officer compensation, and the fiscal years in which
FirstName LastNameDavid Field Comapany NameAudacy, Inc. August 18, 2023 Page 2 FirstName LastName David Field Audacy, Inc. August 18, 2023 Page 2 such persons are included. You may provide this information in a footnote to the pay versus performance table. See Regulation S-K Item 402(v)(3). 4.You indicate that your peer group is “the group of companies included in the S&P 500 Index;” however, based upon disclosure in your Form 10-K for the year ended December 31, 2022, it appears that your peer group consists of a specific list of companies. If this is the case, please ensure that you clarify the identity of your peer group. Please note that the peer group used for your pay versus performance disclosure should be either the index or issuers you use for purposes of Regulation S-K Item 201(e)(1)(ii) or the companies you use as a peer group for purposes of disclosure under Regulation S-K Item 402(b). In addition, if your peer group is not a published industry or line-of-business index, please ensure that you disclose the identity of the issuers composing the group. Please contact Cheryl Brown at 202-551-3905 or Amanda Ravitz at at 202-551-3412 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
August 18, 2023
David Field
Chief Executive Officer
Audacy, Inc.
2400 Market Street, 4th Floor
Philadelphia, PA 19103
Re:Audacy, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 4, 2023
File No. 001-14461
Dear David Field:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments. Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed April 4, 2023
Pay versus Performance, page 48
1.We note that you have included Adjusted EBIDTA, a non-GAAP measure, as your
Company-Selected Measure pursuant to Regulation S-K Item 402(v)(2)(vi). Please ensure
that you provide disclosure showing how this number is calculated from your audited
financial statements, as required by Regulation S-K Item 402(v)(2)(vi). If the disclosure
appears in a different part of the definitive proxy statement, you may satisfy the disclosure
requirement by a cross-reference thereto; however, incorporation by reference to a
separate filing will not satisfy this disclosure requirement.
2.We note that your cumulative total shareholder return amounts are calculated from
December 31, 2017, rather than December 31, 2019. Item 402(v)(2)(iv) of Regulation S-
K provides that the period for calculating cumulative total shareholder return begins with
the market close on the last trading day before the registrant's earliest fiscal year in the pay
versus performance table. Given that your pay versus performance table begins with your
fiscal year 2020, the measurement period would begin with December 31, 2019. Please
ensure that your cumulative total shareholder return calculation is limited to the timeframe
required by Item 402(v)(2)(iv) of Regulation S-K.
3.Please ensure that you identify each named executive officer included in the calculation of
average non-PEO named executive officer compensation, and the fiscal years in which
FirstName LastNameDavid Field
Comapany NameAudacy, Inc.
August 18, 2023 Page 2
FirstName LastName
David Field
Audacy, Inc.
August 18, 2023
Page 2
such persons are included. You may provide this information in a footnote to the pay
versus performance table. See Regulation S-K Item 402(v)(3).
4.You indicate that your peer group is “the group of companies included in the S&P 500
Index;” however, based upon disclosure in your Form 10-K for the year ended December
31, 2022, it appears that your peer group consists of a specific list of companies. If this is
the case, please ensure that you clarify the identity of your peer group. Please note that the
peer group used for your pay versus performance disclosure should be either the index or
issuers you use for purposes of Regulation S-K Item 201(e)(1)(ii) or the companies you
use as a peer group for purposes of disclosure under Regulation S-K Item 402(b). In
addition, if your peer group is not a published industry or line-of-business index, please
ensure that you disclose the identity of the issuers composing the group.
Please contact Cheryl Brown at 202-551-3905 or Amanda Ravitz at at 202-551-3412
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program