Business Context and Reporting Period
This Form 8-K was filed by Mediaco Holding Inc. on October 24, 2024, reporting events occurring between October 24 and October 29, 2024. The company, incorporated in Indiana and trading on the Nasdaq Capital Market under the symbol MDIA, is classified as an emerging growth company. The filing primarily addresses significant executive leadership changes and a new material definitive agreement regarding employee services.
Key Financial Metrics
This filing is a current report regarding corporate events and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. No financial metrics are provided in this document.
Material Changes and Executive Leadership
- Interim CEO Appointment: Alberto Rodriguez, previously Chief Revenue Officer and President of MediaCo Audio, was appointed Interim Chief Executive Officer and President effective October 29, 2024. No compensation changes were made for this interim role.
- Departure of Interim CEO: Jacqueline Hernández ceased serving as Interim CEO and President on October 28, 2024, completing her six-month term. She remains a member of the Board of Directors.
- New COO Appointment: Rene Santaella was appointed Chief Operating Officer effective October 29, 2024. His compensation package includes:
- Base annual salary of $450,000.
- Target annual cash incentive of 50% of base salary.
- Equity grant valued at $1,000,000 (50% time-based vesting over three years; 50% performance-based).
- Severance of nine months' base salary upon termination without cause.
- COO Resignation: Brian Kei resigned as Chief Operating Officer, effective October 25, 2024.
Material Definitive Agreements
On October 29, 2024, the Company entered into an Employee Leasing Agreement with Standard Media Group LLC (SMG), effective retroactively to October 1, 2024. Key terms include:
- The Company will lease employees from SMG for roles in legal, digital products, broadcast IT, and news operations.
- The arrangement is at-cost, with the Company paying a percentage of the actual fully-loaded cost of each employee with no markup or service fees.
- The Company retains the exclusive right to direct the day-to-day work of leased employees.
- Either party may terminate the agreement with 30 days' notice or immediately upon certain specified events.
Outlook, Risks, and Unusual Items
The filing includes a Regulation FD disclosure referencing a business presentation (Exhibit 99.1), which is not deemed "filed" for liability purposes under the Exchange Act. The filing notes standard risks associated with executive transitions and the reliance on third-party employees under the leasing agreement. No specific forward-looking financial guidance or unusual items were disclosed in the text of this report.
Investor Verification Checklist
- Verify the stability of the interim leadership structure under Alberto Rodriguez and the integration of Rene Santaella as the new COO.
- Review the full text of the Employee Leasing Agreement (Exhibit 10.1) to understand the specific cost-sharing mechanics and termination triggers with Standard Media Group LLC.
- Monitor the timeline for the approval of the new equity incentive plan required to grant Rene Santaella his $1,000,000 equity award.
- Assess the impact of the departure of Brian Kei and the conclusion of Jacqueline Hernández's interim term on ongoing operational continuity.