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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


(Amendment No. 1)





þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended March 31, 2015





 ̈ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from ____________ to ____________





Commission File Number 001-10784





American Media, Inc.


(Exact name of registrant as specified in its charter)


Delaware65-0203383State or other jurisdictionof incorporation or organization(I.R.S. EmployerIdentification No.)


1000 American Media Way, Boca Raton, Florida 33464


(Address of principal executive offices) (Zip Code)


(561) 997-7733


Registrant’s telephone number, including area code





Securities registered pursuant to section 12(b) of the Act: None


Securities registered pursuant to section 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesoNoþIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesþNooIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesoNoþIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).YesþNooIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated fileroAccelerated fileroNon-accelerated filerþ(Do not check if a smaller reporting company)Smaller reporting companyo




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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YesoNoþ


There is no public market for the registrant’s common stock.  The number of shares outstanding of the registrant's common stock, $0.0001 par value, as of June 30, 2015 was 100 .
















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AMERICAN MEDIA, INC.FORM 10-K/AFor the Fiscal Year Ended March 31, 2015TABLE OF CONTENTSPageExplanatory Note3PART IIIItem 10.Directors, Executive Officers and Corporate Governance4Item 11.Executive Compensation11Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters27Item 13.Certain Relationships and Related Transactions, and Director Independence29Item 14.Principal Accounting Fees and Services31PART IVItem 15.Exhibits, Financial Statement Schedules33Signatures35














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EXPLANATORY NOTE





On July 1, 2015, American Media, Inc. (the "Company") filed its Annual Report on Form 10-K for the fiscal year ended March 31, 2015 (the "Original Form 10-K").  This Amendment No. 1 (the "Amendment") amends Part III, Items 10 through 15 of the Original Form 10-K to include information previously omitted from the Original Form 10-K in reliance on General Instruction G to Form 10-K, which provides that registrants may incorporate by reference certain information from a definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") within 120 days after the end of the fiscal year.  We are filing this Amendment to include Part III information in the Original Form 10-K because the Company's definitive proxy statement will not be filed within 120 days after the end of the Company's 2015 fiscal year.





In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.





Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Form 10-K with the SEC on July 1, 2015 and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10-K.  Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and our other reports filed with the SEC.





American Media, Inc. and its consolidated subsidiaries are referred to in this Amendment as American Media , AMI , the Company , we , our and us .





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PART III





Item 10. Directors, Executive Officers and Corporate Governance.





In August 2014, we entered into an agreement and plan of merger (the "Merger Agreement") with AMI Parent Holdings, LLC, a Delaware limited liability company (the "Parent"), which is controlled by certain investors of AMI (collectively, the "Investors"), and  AMI Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (the "Merger Sub"), whereby the Merger Sub was merged with and into AMI (the "Merger") with AMI surviving the Merger as a wholly-owned subsidiary of the Parent.   As a result of the Merger, the Parent acquired 100% of the issued and outstanding shares of common stock of AMI.





In connection with the Merger, in August 2014, each director of the Company (other than David J. Pecker) resigned as a director of the Company pursuant to a letter of resignation delivered to the Parent and the Company, effective immediately prior to the closing of the Merger (the "Former Directors").  Concurrent with the resignation of the Former Directors, in August 2014, Parent, as the sole stockholder of the Company, elected Evan Ratner, Barry Schwartz and David R. Hughes to serve as directors with Mr. Pecker (the "Current Directors").





In addition, in August 2014, Parent, as the sole stockholder of the Company, appointed Messrs. Ratner, Schwartz and Hughes to the audit committee of the Company’s board of directors (the “Board”), with Mr. Hughes serving as Chairman. Mr. Hughes shall be the Company’s “audit committee financial expert” for the purposes of the rules and regulations promulgated by the SEC.  Lastly, concurrent with the Merger, in August 2014, the Board determined that a separate compensation committee of the Board was no longer required for the Company’s corporate governance purposes, and the compensation committee of the Board was dissolved.





Current Directors and Executive Officers





Our Current Directors and Executive Officers as of June 30, 2015 , together with their biographical summaries and business experience during the past five years and directorships of other public corporations during the past five years, are set forth below.





NameAgePositionDavid J. Pecker63Chairman, Chief Executive Officer, President and DirectorEvan Ratner52DirectorBarry Schwartz50DirectorDavid R. Hughes52DirectorChristopher V. Polimeni49Executive Vice President, Chief Financial Officer and TreasurerKevin Hyson65Executive Vice President and Chief Marketing OfficerDavid Leckey62Executive Vice President, Consumer MarketingDavid Bonnett48Executive Vice President and Chief Information OfficerBrian Kroski45Senior Vice President and Chief Digital OfficerMarc Fierman54Senior Vice President and Chief Accounting OfficerEric S. Klee44Senior Vice President, Secretary and General Counsel





David J. Pecker  has been our Chairman, Chief Executive Officer, President and a Director since May 1999.  Prior to 1999, Mr. Pecker was president and chief executive officer of Hachette Filipacchi Magazines, Inc.  He was appointed chief executive officer in 1992, after being named president of Hachette Magazines, Inc. in September 1991.  Previously, since September 1990, Mr. Pecker had served as executive vice president, chief operating officer and chief financial officer for Hachette Magazines, Inc., formerly Diamandis Communications, Inc.  Mr. Pecker has 30 years of publishing industry experience, having worked as the director of financial reporting at CBS, Inc. Magazine Group and as the vice president and controller of Diamandis Communications Inc.  Mr. Pecker currently serves as a director of the Madison Square Boys and Girls Club of New York and SlimFast. Mr. Pecker was appointed to the board of trustees of Pace University in February 2009.  Mr. Pecker received a B.B.A. degree from Pace University, received an honorary doctorate degree in commercial science from Pace University in 1998 and is the founder, past president and a current director of the Federal Drug Enforcement Foundation.  Mr. Pecker was appointed as a director of American Media, Inc. due to his extensive experience in the publishing industry.





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Evan Ratner has served as a Director since August 2014 and also serves on the Board's Audit Committee.  Mr. Ratner is a Partner and Portfolio Manager at Chatham Asset Management, LLC which he joined in 2009. From 2003 to 2009, Mr. Ratner was employed by Credit Suisse as Managing Director and Head of Distressed Research. From 2002 to 2003, Mr. Ratner served as the Distressed Portfolio Manager for Darmel Management, an event-driven hedge fund. From 1991 to 2002, Mr. Ratner was employed by DLJ/Credit Suisse in investment banking, high yield research and distressed research, rising to the level of Managing Director and Head of Distressed Research. Before joining DLJ, Mr. Ratner was a financial analyst in Goldman Sachs’ Investment Banking Group focusing on financial institutions. Mr. Ratner is a member of the board of directors of The Bass Foundation.  Mr. Ratner is a member of the Board of Trustees of the Early Childhood Learning Center and serves on the finance committee.  Mr. Ratner earned a B.A. degree in Economics from Columbia College and a M.B.A degree in Finance from Columbia University Graduate School of Business.  Mr. Ratner was appointed as a director of American Media, Inc. based on his directorship experience as well as his experience in managing high yield and distressed investments.





Barry Schwartz has served as a Director since August 2014 and also serves on the Board's Audit Committee.  Mr. Schwartz is a Partner and Senior Analyst: Media, Telecom, Cable and Satellite at Chatham Asset Management, LLC which he joined in 2006. Mr. Schwartz was a co-founder and managing member of Quarry Point Partners, a long-short, high yield hedge fund, from 2004 to 2006. From 2001 to 2004, Mr. Schwartz served as a Managing Director and Head of High Yield Trading and Sales at Bank One Capital Markets (now part of J.P. Morgan). Mr. Schwartz served as the Global Head of High Yield Trading at ABN Amro from 1999 to 2001. Mr. Schwartz also served in a high yield research role at BancAmerica Robertson Stephens, Nomura and PaineWebber, where he specialized in the media and telecom sectors. Mr. Schwartz began his career with Merrill Lynch in 1987. Mr. Schwartz earned a B.S. degree in Accounting and Financial Management from the University of Delaware.  Mr. Schwartz was appointed as a director of American Media, Inc. based on his directorship experience as well as his experience in managing high yield and distressed investments.





David R. Hughes has served as a Director since January 2013 and also serves as Chairperson of the Board's Audit Committee. Mr. Hughes joined Shore Memorial Hospital d/b/a Shore Medical Center as chief financial officer in January 2014, prior to which Mr. Hughes served as a member of the board of trustees through November 2013. Mr. Hughes has 27 years of operational and financial experience with executive experience in the gaming and hospitality industry. Mr. Hughes previously served as executive vice president, treasurer and chief financial officer of Trump Entertainment Resorts Inc. from November 2010 until December 2013. In September 2014, Trump Entertainment Resorts Inc. filed for Chapter 11 bankruptcy protection and the bankruptcy proceeding is still pending.  Mr. Hughes was corporate executive vice president and chief financial officer of MTR Gaming Group (“MTR”) between May 2008 and November 2010. From 2003 to 2008, Mr. Hughes served in various positions at MTR, including as corporate executive vice president strategic operations and chief operating officer of its flagship property in West Virginia. Mr. Hughes served as chief financial officer of Penn National Gaming's Charles Town Races & Slots property in Charles Town, West Virginia prior to joining MTR. Mr. Hughes also previously held operational and financial positions with major gaming companies throughout the United States, including Atlantic City, New Jersey, having served as senior vice president and chief financial officer of Sun International Resorts Hotel and Casino and in positions at Trump Plaza Hotel and Casino from 1988 to 1995. Mr. Hughes began his career in gaming in table game operations in 1984 at the Sands Hotel and Casino.  Mr. Hughes is a member of the board of directors of iPayment, Inc. and serves as the chairman of the compensation committee.  Mr. Hughes is a member of the board of directors of Rivers Casino and serves as chairman of the audit committee.  Mr. Hughes is a member of the board of directors of Shore Quality Partners and chairman of the finance committee. Shore Quality Partners is a physician lead organization made up of over 200 physicians. Mr. Hughes also serves on the board of directors of the Greater Atlantic City Chamber of Commerce and the board of directors of St. Joseph Regional School in Somers Point, New Jersey. Mr. Hughes holds a B.S. degree in Business Administration and Accounting from Richard Stockton College and is a Certified Public Accountant (non-active). Mr. Hughes was appointed as a director of American Media, Inc. based on his significant operational and financial experience in the entertainment industry and as a director on other company boards.





Christopher V. Polimeni is Executive Vice President, Chief Financial Officer and Treasurer.  Prior to being appointed Chief Financial Officer of the Company in March 2010, Mr. Polimeni served as Executive Vice President, Chief Accounting Officer and Treasurer from July 2009, Senior Vice President, Chief Accounting Officer and Treasurer from January 2009 and Senior Vice President of Finance and Treasurer of the Company from September 2008 and as Senior Vice President of Process Improvement from the time he joined the Company in February 2007 until September 2008.  Prior to joining the Company, he formed his own consulting firm in 2003 and provided services in areas such as Securities and Exchange Commission reporting, mergers and acquisitions, internal control evaluations, reorganizations and technology strategic planning and implementation.  From 1994 to 2003, Mr. Polimeni served as vice president of finance and corporate controller of GE Supply Logistics (formerly Questron Technology), a provider of inventory logistics management services. Mr. Polimeni worked in public accounting between 1987 and 1994.  Mr. Polimeni received a B.B.A. degree in Accounting and Business Computer Information Systems from Hofstra University and passed the Certified Public Accountant exam in 1992.





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Kevin Hyson  is Executive Vice President and Chief Marketing Officer.  Mr. Hyson joined the Company in 1999 as a Senior Vice President and was promoted to Executive Vice President in 2001.  Prior to joining the Company, Mr. Hyson was president of Hylen Sharp, a marketing firm whose clients included Hachette, JVC and Sony, based in Greenwich, Connecticut from 1990 to 1999.





David Leckey  became Executive Vice President, Consumer Marketing in February 2006.  From 2001 to 2006, Mr. Leckey was Senior Vice President, Consumer Marketing at Hachette Magazine, where he spent 28 years.  Prior to that, he was at Hearst Publications from 1975 to 1977.  Mr. Leckey has served on the board of directors of the Alliance for Audited Media (formerly known as the Audit Bureau of Circulations) since 1998, where he is chairman of the magazine committee, which addresses issues confronting the media industry, especially those concerning circulation reporting and measurement standards.  He was the 2002 recipient of the Lee C. Williams Lifetime Achievement Award by the Fulfillment Management Association. Mr. Leckey received a B.A. degree from Marietta College.





David Bonnett has been our Executive Vice President of Digital Media Operations since April 2012.  Mr. Bonnett has also been our Chief Information Officer since 2006.  Mr. Bonnett served in the information technology department of Globe Communications from 1993 and was promoted to Vice President of Information Technology in 1999.  His current responsibilities include overseeing the digital operations and technologies department as well as managing the Company's information technology department.





Brian Kroski has been our Senior Vice President and Chief Digital Officer since December 2014.  Prior to being appointed Senior Vice President and Chief Digital Officer, Mr. Kroski served as Vice President and General Manager - Digital Business Operations since April 2013, when he joined the Company.  Prior to joining the Company, Mr. Kroski was General Manager, Digital at Dennis Publishing, US from September 2011 through April 2013.  Mr. Kroski also served as the Chief Digital Officer at YourTango from December 2010 through August 2011.  Mr. Kroski served as the Chief Operating Officer/ President ARTINFO at Louise Blouin Media from November 2009 through December 2010.  Mr. Kroski was the General Manager, Online at The New York Observer from October 2006 to October 2009.  From March 2004 through October 2006, Mr. Kroski served as a Director of Product Management & Planning at Rodale Press.  Mr. Kroski has also worked at web technology, strategy and development agencies where he was responsible for managing deliverables and client relationships.





Marc Fierman  is Senior Vice President and Chief Accounting Officer. Prior to being appointed Chief Accounting Officer of the Company in January 2012, Mr. Fierman served as Senior Vice President of Finance and Chief Financial Officer of Distribution Services, Inc. since July 2011, when he joined the Company.  Prior to joining the Company, Mr. Fierman served as Executive Vice President and Chief Financial Officer of Source Interlink Companies from November 2002 to January 2011 and Senior Vice President of Finance of Source Interlink Companies from January 1999 to November 2002. Source Interlink Companies was an integrated media, publishing, merchandising and logistics company.  From 1997 to 1999, Mr. Fierman served as Chief Financial Officer and Treasurer of Brand Manufacturing Corp., and Mr. Fierman was an accounting professional between 1982 and 1997. Mr. Fierman received a B.S. degree in Accounting from Brooklyn College, City University of New York and passed the Certified Public Accountant exam in 1987.





Eric S. Klee has been Senior Vice President,  Secretary and General Counsel since February 2014.  Prior to being appointed Senior Vice President, Mr. Klee served as Vice President, Secretary, and General Counsel since March 2013 and served as Vice President, Secretary and Deputy General Counsel since June 2012 when he joined the Company.  Prior to joining the Company, Mr. Klee was the Secretary and General Counsel of Prestige Brands Holdings, Inc. from March 2010 through February 2012 and served as Associate General Counsel for Prestige Brands Holdings from April 2006 through March 2010.  Mr. Klee was an Associate at Kane Kessler, P.C. from July 2003 to April 2006.  Mr. Klee also served as Assistant General Counsel of NBTY, Inc. from January 2002 to December 2002.  From January 2000 to January 2002, Mr. Klee was an Associate at Kaye Scholer LLP.  From September 1997 to January 2000, Mr. Klee was an Associate at White & Case LLP.  Mr. Klee received a B.A. degree from Tufts University and a J.D. degree from Syracuse University College of Law. Mr. Klee is licensed to practice law in the State of New York.





Former Directors





The Former Directors served until their resignation, in August 2014, in connection with the Merger.





The Former Directors were designated pursuant to the designation rights in the Stockholder's Agreement which was entered into in connection with the bankruptcy proceeding and related financial restructuring consummated in December 2010 (the "2010 Restructuring"). Accordingly, the Angelo Gordon stockholders designated Philip Maslowe and Gavin Baiera as directors, the Avenue stockholders designated Michael Elkins, David Licht, David Hughes and Randal Klein as directors and the Capital Research stockholders designated Charles Koones as a director.  Ms. Tolson, who was appointed to the Board by Capital Research stockholders, voluntarily resigned in July 2014, leaving a vacancy on the Board.





The Stockholders Agreement was automatically terminated upon consummation of the Merger.





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Philip L. Maslowe served as a Director since January 2009.  Mr. Maslowe was also the Chairperson of the Board's Audit Committee.  Since April 2014, Mr. Maslowe has served on the board of managers and as chairman of the audit committee of MACH Gen., LLC, a limited liability company that manages gas-fired electric generating facilities in the United States.  Mr. Maslowe has served on the board of directors and as chairperson of the audit committee for United Site Services, a national provider of portable restrooms, temporary fence, storage, erosion control and power sweeping, since January 2010.  Mr. Maslowe has served on the board of directors, as chairperson of the audit committee and was a member of the incentive plan committee for Delek US Holdings, Inc., a diversified energy business, since May 2006, and has served on the board of directors and as chairperson of the human resources committee and as a member of the audit committee of Northwestern Corporation, a publicly-traded provider of electricity and natural gas, since December 2004.  Mr. Maslowe served on the board of directors for NextMedia Group, Inc., an out-of-home media company that owns and operates radio properties throughout the United States.  From 2008 to 2009, Mr. Maslowe served as a member of the board of directors and as chairperson of the audit committee of Hilex Poly Co., LLC, a manufacturer of plastic bag and film products.  From March 2006 to February 2007, Mr. Maslowe served on the board of managers and human resources committee of Gate Gourmet Group Holding, LLC, a privately held airline catering company.  From 2002 to 2004, Mr. Maslowe served as a member of the board of directors and audit committee as well as chairperson of the corporate governance committee of Mariner Health Care, Inc., a publicly-traded health care service provider, and served as chairman of the board of directors, chairman of the audit committee and chairman of the compensation committee of AMF Bowling Worldwide, Inc., an operator of bowling centers.  From 2000 to 2001, Mr. Maslowe served as a director and member of the audit committee of Bruno's Supermarkets, Inc., a supermarket chain in Alabama, Georgia, Florida and Mississippi.  From 1997 to 2002, Mr. Maslowe served as executive vice president and chief financial officer of The Wackenhut Corporation, a security, staffing and privatized prisons corporation.  Mr. Maslowe received a B.B.A. degree from Loyola University of Chicago and received a Master of Management degree from Northwestern University and is a certified public accountant.  Mr. Maslowe was appointed as a director of American Media, Inc. based on his directorship experience as well as his financial and accounting experience in the media industry.  Mr. Maslowe is a 2011 National Association of Corporate Directors (“NACD”) Governance Fellow, which demonstrates his commitment to boardroom excellence by completing NACD's comprehensive program of study for corporate directors.





Charles Koones served as a Director since May 2011 and also served on the Board's Compensation Committee.  Mr. Koones had previously served as a Director from January 2009 until his resignation in December 2010 in connection with our emergence from bankruptcy.  Since November 2010, Mr. Koones has been the chief executive officer of Moon Tide Media, LLC and a principal of Rockmore Media, a Los Angeles-based media advisor.  From 2000 to 2007, Mr. Koones was president of the Reed Business Entertainment Group (“RBI”) and the president and publisher of Variety magazine.  In these roles, Mr. Koones oversaw the media assets of RBI, including Broadcasting & Cable, MutliChannel News, TWICE and Video Business magazines as well as leading marketing research firm, Marketcast.  Mr. Koones currently serves as a member of the board of directors for TheWrap, Inc. (Los Angeles) and The New Visions Foundation (Los Angeles).  Previously, Mr. Koones served on the board of ContentNext Media until its sale to Guardian News and Media in 2008.  Mr. Koones received a B.A. degree from the University of Richmond. Mr. Koones was appointed as a director of American Media, Inc. based on his publishing and management experience in the publishing industry.





Michael Elkins served as a Director since December 2010.  Mr. Elkins was the Chairperson of the Board's Compensation Committee.  Mr. Elkins currently serves as a consultant for the Avenue U.S. Funds.  Mr. Elkins was previously a portfolio manager of the Avenue U.S. Funds, having joined Avenue in 2004.  In his capacity as portfolio manager, Mr. Elkins was responsible for assisting with the direction of the investment activities of the Avenue U.S. strategy.   Prior to joining Avenue, Mr. Elkins was a portfolio manager and trader with ABP Investments US, Inc.  While at ABP, he was responsible for actively managing high yield investments using a total return-special situations overlay strategy.  Prior to ABP, Mr. Elkins served as a portfolio manager and trader for UBK Asset Management, after joining the company as a high yield credit analyst. Previously, Mr. Elkins was also a credit analyst for both Oppenheimer & Co., Inc. and Smith Barney, Inc.  Mr. Elkins serves on the board of directors of Magnachip Semiconductor Corporation, a designer and manufacturer of analog and mixed-signal semiconductor products, since November 2009, QCE Finance, LLC, a restaurant franchise company, since January 2013, Trump Entertainment Resorts, Inc., a gaming company, since February 2013, and Bowlmor-AMF, an operator of bowling centers, since August 2013.  Mr. Elkins previously served on the board of directors of Vertis Communications, an advertising services company, Milacron LLC, a plastics-processing technologies and industrial fluids supplier, and Ion Media Networks, Inc., a broadcast television station group.  Mr. Elkins holds a B.A. degree from George Washington University and an M.B.A degree from Goizueta Business School at Emory University.  Mr. Elkins was appointed as a director of American Media, Inc. based on his experience in managing high yield and distressed investments.





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David Licht served as a Director since December 2010 and also served on the Board's Audit Committee.   Mr. Licht is currently the executive chairman of the All American Poker Network, a joint venture between 888 Holdings PLC and Avenue Capital Group.  The joint venture will launch and operate a comprehensive online gaming offering in the United States upon the adoption of applicable regulation allowing online gaming.  Previously, Mr. Licht was a senior vice president at Avenue Capital, focusing on distressed debt and undervalued securities of companies based in the United States.  Prior to joining Avenue, Mr. Licht was a senior portfolio manager at ABP from 2001 to 2007 where he was responsible for managing and overseeing the firm's high-yield, distressed debt and bank debt portfolios.  Prior to joining ABP in 2001, Mr. Licht was an associate at Donaldson, Lufkin & Jenrette Securities Corporation in its leveraged finance division from 1998 to 2001.  Mr. Licht worked for Arthur Andersen LLP from 1996 to 1998 in the Financial Markets Group in the audit division.  Mr. Licht currently serves on the board of directors of Trump Entertainment Resorts due to his affiliation with Avenue Capital.  Mr. Licht received a B.B.A. degree from the University of Michigan's School of Business and is a certified public accountant.  Mr. Licht was appointed as a director of American Media, Inc. based on his experience in managing high yield and distressed debt.





David R. Hughes served as a Director since January 2013 and also served on the Board's Audit Committee.  See "Current Directors and Executive Officers" within this Item 10, for Mr. Hughes biographical summary and business experience and directorships of other public corporations during the past five years.





Gavin Baiera served as a Director since December 2010 and also served on the Board's Compensation Committee.  Mr. Baiera joined Angelo Gordon in 2008 and is currently a managing director.  In such capacity, Mr. Baiera is responsible for investing in distressed securities.  Prior to joining Angelo Gordon, Mr. Baiera was the co-head of the strategic finance group at Morgan Stanley from 2006 to 2008, where he was responsible for the origination, underwriting and distribution of restructuring transactions.  Prior to joining Morgan Stanley in 2005, Mr. Baiera was at General Electric Capital Corporation, concentrating on underwriting and investing in performing and distressed transactions from 2000 to 2005. Mr. Baiera began his career at General Electric Capital Corporation in 1998 as a part of its financial management program.  Mr. Baiera currently serves on the board of directors of, and is a member of the compensation committee of, Travelport Limited.  Mr. Baiera received a B.A. degree from Fairfield University and an M.B.A. degree from the University of Southern California.  Mr. Baiera was appointed as a director of American Media, Inc. based on his experience in managing distressed securities and restructuring transactions.





Randal Klein served as a Director since June 2014 and also served on the Board's Compensation Committee.  Mr. Klein joined the funds affiliated with Avenue Capital Management II, L.P. in 2004, and is currently a Portfolio Manager at Avenue responsible for directing the investment activities of the Avenue Trade Claims funds, and also assists with the direction of the investment activities of the Avenue U.S. strategy with a particular focus on restructurings.  Previously, Mr. Klein was a Senior Vice President of the Avenue U.S. Funds.  In such capacity, Mr. Klein was responsible for managing restructuring activities and identifying, analyzing and modeling investment opportunities for the Avenue U.S. strategy.  Prior to joining Avenue, Mr. Klein was a Senior Vice President at Lehman Brothers, where his responsibilities included restructuring advisory work, financial sponsors coverage, mergers and acquisitions and corporate finance.  Prior to Lehman, Mr. Klein worked in sales, marketing and engineering as an aerospace engineer for The Boeing Company.  Mr. Klein has been a director of MagnaChip Semiconductor Corporation since 2009.  Mr. Klein holds a B.S. in Aerospace Engineering, conferred with Highest Distinction from the University of Virginia, and an M.B.A. in Finance, conferred as a Palmer Scholar, from the Wharton School of the University of Pennsylvania.  Mr. Klein was appointed as a director of American Media, Inc. based upon his 19 years of experience as a financial advisor and investment manager and experience with distressed investments.





Andrew Russell served as a Director since August 2012 and also served on the Board's Compensation Committee until his voluntary resignation from the Board in June 2014.  In July 2011, Mr. Russell founded Trigger Media Group, a digital media venture capital firm, where he serves as Chief Executive Officer. Since 2003, Mr. Russell has served as partner of Pilot Group LLC, a principal investment firm specializing in early and late stage venture capital transactions in privately-owned companies, a number of which are digital media companies. From 1999 to 2003, he was a partner of East River Ventures LP, a venture capital firm specializing in investments in early stage companies within the information technology, business services and healthcare sectors. Mr. Russell also currently serves as a member of the Board of Directors of Bluefly and a number of private companies. Mr. Russell received a B.A. degree from Cornell University and a M.B.A. degree from Columbia Business School. Mr. Russell was appointed as a director of American Media, Inc. based on his many years of investment experience in digital companies and significant experience as a director on other company boards.  In June 2014, Mr. Russell voluntarily resigned from the Board and Randal Klein was appointed to fill the vacancy created by Mr. Russell's resignation.





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Susan Tolson served as a Director since December 2010 and also served on the Board's Audit Committee until her voluntary resignation from the Board in July 2014.  From June 2010 to date, Ms. Tolson has been an active board member for several corporations and non-profit entities.  From 1990 to July 2010, Ms. Tolson worked as an analyst and portfolio manager at Capital Research Company (Capital Research), a subsidiary of The Capital Group Companies, Inc., one of the world's largest investment management organizations.  At Capital Research, she served as a senior vice president, specializing in the high yield bond market.  Prior to joining Capital Research, Ms. Tolson spent two years with Aetna Investment Management Company, making private investments in media and entertainment companies. Ms. Tolson serves as board member and audit committee member of the American Cinémathèque, board member of Groupe Lagardère, and board member and audit committee member of Take-Two Interactive.  She also served as a board member of the Franco-American Fulbright Commission from 2010 to 2013 and Trustee of The American University of Paris from 2010 to 2014. Ms. Tolson graduated cum laude from Smith College with a B.A. in economics and earned an M.B.A. degree from Harvard University Graduate School of Business Administration.  Ms. Tolson was appointed as a director of American Media, Inc. based on her analytical and investment experience in the media and entertainment industries.  In July 2014, Ms. Tolson voluntarily resigned from the Board leaving a vacancy on the Board.


Corporate Governance





Our Board and its committees are involved, on an ongoing basis, in the oversight of the risk management process as it relates to the business and operations of the Company. The Board believes that good corporate governance is critical to fulfilling the Company’s obligations to our stockholders. Our Board, as a whole, determines the appropriate level of risk for our Company and assesses the specific risks that we face and reviews management’s strategies for adequately mitigating and managing the identified risks. Although our Board administers this risk management oversight function, our Audit Committee supports our Board in discharging its oversight duties and addresses risks inherent in its respective area. We believe this division of responsibilities is an effective approach for addressing the risks we face.





Our Board has adopted a Code of Ethics and Corporate Conduct that applies to our principal executive officers and senior financial officers, and a Statement of Corporate Governance and a policy regarding Related Person Transactions. Our Audit Committee has adopted an Audit Committee Charter.  Our Code of Ethics and Corporate Conduct, Statement of Corporate Governance and policy regarding Related Person Transactions are available on our website, http://www.americanmediainc.com, under “About Us,” and our Audit Committee Charter is available under "About Us," under "Board Committees," and all documents are otherwise available in print to any stockholder who requests them from our Corporate Secretary. Please direct all requests to: Corporate Secretary, American Media, Inc., 4 New York Plaza, 2nd Floor, New York, New York 10004.





Board Independence





Our Board consists of four members. Since our securities are not listed on any national securities exchange, there are no exchange-based independence standards applicable to our Board. However, the Board reviewed the independence of its members based on the independence definition set forth in the NASDAQ Marketplace rules and determined that Messrs. Ratner, Schwartz and Hughes would be deemed independent (the "Independent Directors"). Mr. Pecker, who serves as our Chairman of the Board, Chief Executive Officer and President would not qualify as independent. In making these determinations, the Board considered all relationships between us and each director and each director’s family members and other potential conflicts.  Our Board has not appointed a lead independent director and believes this structure allows it the flexibility to select, on as needed basis, its independent director to manage or supervise a project based on the specific director's background and experience and the subject matter for such project.





Our Independent Directors currently serve or have served as a member of senior management of other public companies and have served as directors of other public companies. We believe that the number of independent, experienced directors that make up our Board benefits our Company and our stockholders.





Board of Directors and Committees





Our Board held fifteen meetings during fiscal 2015 . All of the directors (the Current Directors and the Former Directors) attended 75% or more of the aggregate number of meetings of our Board and the committees on which they served. The non-employee members of our Board also met (or were offered the opportunity to do so) in executive session without management present as part of each regular meeting.





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Our corporate governance documents describe how the Board should conduct its oversight responsibilities in protecting and representing our Company’s stockholders. To assist the Board with its oversight responsibilities, our Board has established the Audit Committee.  Concurrent with the Merger, in August 2014, the Board determined that a separate Compensation Committee of the Board was no longer required for the Company’s corporate governance purposes, and the Compensation Committee of the Board was dissolved.  As our common stock is privately held by our Parent, the sole stockholder, we do not believe that a standing Nominating Committee is needed for corporate governance purposes.





Audit Committee





The members of our Audit Committee, as appointed by the sole stockholder of the Company, are Messrs. Ratner, Schwartz and Hughes, with Mr. Hughes serving as the Chairperson.  Messrs. Ratner, Schwartz and Hughes are Independent Directors. The Board has determined that Mr. Hughes meets the SEC criteria and definition of “audit committee financial expert.”





Prior to the Merger, the members of our Audit Committee, as appointed pursuant to the Stockholders' Agreement, were Messrs. Maslowe, Licht and Hughes, with Mr. Maslowe serving as the Chairperson.  Messrs. Maslowe, Licht and Hughes were Independent Directors. Ms. Tolson, who was an Independent Director, voluntarily resigned from the Board in July 2014 and ceased serving on the Audit Committee.  The Board had determined that Mr. Hughes met the SEC criteria and definition of “audit committee financial expert.”





The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities with respect to overseeing management’s maintenance of the reliability and integrity of our accounting policies and financial reporting and disclosure procedures; overseeing management’s establishment and maintenance of processes to assure that an adequate system of internal control is functioning; reviewing our annual and quarterly financial statements; appointing and evaluating the independent accountants and considering and approving any non-audit services proposed to be performed by the independent accountants; and discussing with management and our Board our policies with respect to risk assessment and risk management, as well as our significant financial risk exposures and the actions management has taken to limit, monitor or control such exposures, if any.  Our Audit Committee has a charter, a copy of which is available at our website, http://www.americanmediainc.com , under "About Us," under "Board Committees."





The Audit Committee met four times during fiscal 2015 .





Compensation Committee





Prior to the Merger, the members of our Compensation Committee were Messrs. Elkins, Baiera, Koones, Klein and Pecker, with Mr. Elkins serving as the Chairperson. Messrs. Elkins and Koones were Independent Directors.  Mr. Russell, who was an Independent Director, voluntarily resigned from the Board in June 2014 and ceased serving on the Compensation Committee.





The Compensation Committee was responsible for, among other things, reviewing management and employee compensation policies, plans and programs (including, assessing the impact thereof on any risk-taking behavior they may have on the Company's management); monitoring performance and compensation of our executive officers and other key employees; preparing recommendations and periodic reports to our Board concerning these matters; and administering our equity incentive plans.  Our Compensation Committee did not have a charter.





There were no meetings of the Compensation Committee from April 2014 through August 2014, the date of dissolution.





Communication with the Board





Stockholders and other interested parties may communicate with our Board and other non-management directors by sending written communications to the directors c/o our Corporate Secretary, 4 New York Plaza, New York, New York 10004.





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Item 11. Executive Compensation.





Compensation Discussion and Analysis





Our Compensation Discussion and Analysis provides detailed information about compensation programs for our named executive officers (the "Named Executive Officers"). Our Named Executive Officers for fiscal 2015 were David J. Pecker, Chairman, Chief Executive Officer and President; Christopher V. Polimeni, Executive Vice President, Chief Financial Officer and Treasurer; Eric S. Klee, Senior Vice President, Secretary and General Counsel; Kevin Hyson, Executive Vice President and Chief Marketing Officer and David Bonnett, Executive Vice President and Chief Information Officer.





Prior to its dissolution, in August 2014, the Compensation Committee was responsible for, among other things, reviewing management and employee compensation policies, plans and programs (including, assessing the impact thereof on any risk-taking behavior they may have on the Company's management); monitoring performance and compensation of our executive officers and other key employees; preparing recommendations and periodic reports to our Board concerning these matters; and administering our equity incentive plans.  Since August 2014, the Board has performed the responsibilities previously carried out by the Compensation Committee.





Executive Summary





We have designed our executive compensation programs to support our overall performance goals. Our compensation programs are based on the principle of "pay for performance," which means the level of compensation received by executives should be closely tied to our corporate financial performance.





The Board reviews our executive compensation programs on a regular basis and has structured the programs to consist of three principal components: base salary, annual cash bonus opportunities and long-term incentive compensation. We refer to these three components as "total direct compensation." We also provide to our officers, as part of a competitive compensation package, limited post-employment benefits and perquisites.





We have designed our compensation programs to attract, motivate, focus and retain employees with the skills required to achieve our performance goals, which are critical to our future success. Our program is designed to reflect each individual’s contribution to our corporate performance while striking an appropriate balance between short-term and longer-term corporate performance.





We consider the following principles and objectives when designing compensation programs for our executive officers and other employees:





|  |                                                                                                                                                                                                                                                                                          
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Our programs are designed to provide a competitive compensation "opportunity" for our executives. We believe that our executives should be compensated well when our company performs well and that their total direct compensation should vary in relation to our corporate performance.




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|- | ------------------------------------------------------------------------------------------------------------------------------------------
|• | The more senior a person's position, the more his or her compensation should be "at risk," meaning dependent on our corporate performance.




|  |                                                                                                                                     
|- | ------------------------------------------------------------------------------------------------------------------------------------
|• | Our compensation programs should support retention of our experienced executives and achievement of our leadership succession plans.




|  |                                                                                                       
|- | ------------------------------------------------------------------------------------------------------
|• | Our assessment of the competitive marketplace and the relative performance of other similar companies.




Overview of How our Executive Compensation is Determined





Our Board regularly reviews the components of our executive compensation program and may make changes, from time to time, as deemed appropriate. These reviews may include general comparisons against general market survey data of other similar and comparable companies, including but not limited to:





|  |                                               
|- | ----------------------------------------------
|• | Executive compensation policies and practices,




|  |                            
|- | ---------------------------
|• | Competitive pay objectives,




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|- | --------------
|• | Base salaries,







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|  |                                                                            
|- | ---------------------------------------------------------------------------
|• | Annual bonus plans, including performance measures and performance targets,




|  |                            
|- | ---------------------------
|• | Executives perquisites, and




|  |                                                                                                                                               
|- | ----------------------------------------------------------------------------------------------------------------------------------------------
|• | Executive benefits and protection policies, including severance practices for officers and change in control compensation protection programs.




The Board has the flexibility to establish annual performance measures and goals that are deemed appropriate to help achieve our business strategy, corporate performance and objectives. Individual performance, retention and internal pay equity have been the primary factors considered in any decision to adjust compensation materially. We do not apportion any particular percentage of an executive’s total compensation to base salary, annual bonus opportunities or long-term incentive compensation.  Except for base salaries, all other components of the executives’ compensation are at risk. In allocating the various components of compensation, we refer to the terms of executives’ employment agreements, the Company’s compensation budget, the likelihood that annual bonus opportunity targets will be met, and the individuals’ equity holdings in the Company. Although we do not formally benchmark the compensation practices of other companies, we believe, based on generalized market survey data of other similar and comparable companies, that we provide competitive pay, taking into account total compensation, including salaries, annual bonus opportunities and long-term incentives. We do not use compensation consultants in setting compensation for our Named Executive Officers.





Determination of Our Chief Executive Officer’s Compensation





The Board formally reviews our Chief Executive Officer's performance annually. This review is based on our Chief Executive Officer's performance against specific objectives, which include the progress made by our Company in implementing its business strategy and achieving its business objectives, both short-term and long-term. This review considers both quantitative and qualitative performance matters and is a key factor used in setting our Chief Executive Officer's compensation and respective components for the coming year. Specific business objectives and goals that were part of our Chief Executive Officer's performance review for 2015 included the financial performance of our company, progress towards achieving our company's long-term strategic objectives and the development of key leadership talent.





The Board meets in executive session to determine the compensation of our Chief Executive Officer.  Members of management, including our Chief Executive Officer, do not make any recommendations regarding the compensation of our Chief Executive Officer.  Although the Chief Executive Officer is a member of our Board, he does not attend the executive session when his compensation is discussed and determined.





Role of Our Officers in Settings Compensation for Others





Members of our senior management, including our Named Executive Officers, recommend compensation actions to our Chief Executive Officer for officers in the areas for which they are responsible, but not with respect to their own compensation. Taking these recommendations into consideration, our Chief Executive Officer then makes recommendations to our Board regarding each officer. Our senior management and our Chief Executive Officer base these recommendations on assessments of individual performance and potential to assume greater responsibility. Our Chief Executive Officer discusses the recommendations and the performance of the officers with the Board. The Board reviews our Chief Executive Officer's recommendations, may make modifications based on a discussion of individual and corporate performance, and then makes the final decisions regarding each officer's targeted total compensation, and respective components, for the upcoming year. Our officer compensation review occurs annually at the first meeting of the Board after our prior year end and provides the earliest opportunity to review and assess individual and corporate performance for the previous year.





Compensation Program Components





Our executive compensation program consists of three principal components: base salary, annual cash bonus opportunities and long-term equity incentive compensation in the form of restricted stock awards.  In total, these components are designed to link our pay for performance philosophy and provide competitive compensation programs.





We believe that this combination of compensation components provides an appropriate mix of fixed and variable compensation, balances short-term operational performance with long-term value and encourages recruitment and retention of highly qualified executives. All officers participate in each component of the executive compensation program but at different levels or percentages.





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The Board has not adopted specific allocations between cash and equity-based compensation, or between short-term and long-term compensation. The Board believes that executive compensation should include compensation “at risk” of fluctuation and subject to attaining performance objectives and determines the amount to be “at risk” upon its periodic review of total direct compensation. Variable compensation or compensation “at risk,” such as our annual bonus opportunities, makes up a significant portion of executives’ total compensation.





Base Salary





Base salary is provided to compensate executives for services performed during the fiscal year and is fixed by the terms of the executive’s employment agreement or other employment arrangements. The Board reviews base salary at the end of the term of each executive’s employment agreement in connection with the extension of an executive’s employment agreement.





The following Named Executive Officer's base salary increased on the following dates for the following reasons:





|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Mr. Polimeni received an increase of $50,000 to bring his base salary to $400,000 per year, effective April 1, 2013, in connection with the extension of his employment agreement. Effective September 24, 2014, in connection with the extension of his employment agreement, Mr. Polimeni received an increase of $100,000 to bring his base salary to $500,000.  The Board approved the increases to Mr. Polimeni’s base salary based on his prior performance and contribution to the Company.




Annual Bonus





We design annual bonus opportunities for our executives to link executive pay to our annual financial performance and the individual executive’s job performance. Executives are eligible to receive either an annual discretionary bonus or an annual cash incentive payment.





The performance targets are set by the Board at the beginning of the fiscal year. Performance targets are based on budgeted Adjusted EBITDA. We have selected Adjusted EBITDA as the primary performance measure under our annual bonus program because we believe it appropriately evaluates our operating performance compared to our operating plans. Adjusted EBITDA for compensation purposes is calculated using the definition in our amended and restated revolving credit facility (the "Amended and Restated Revolving Credit Facility").  The Board, in its discretion, may set alternative targets in any year for some of or all of the executives.





Annual Discretionary Bonus





The annual discretionary bonus gives the Company the flexibility to take into consideration the different quantitative and qualitative measures over the fiscal year in determining the eligible executive’s bonus. In determining discretionary bonus amounts, the Board may consider a combination of factors, including Adjusted EBITDA and individual performance. The annual discretionary bonus is payable at the sole discretion of the Chief Executive Officer and the Board.





Annual Cash Incentive Payment





The annual cash incentive payment creates an incentive for the eligible executive to meet certain financial and operating goals of the Company. In determining the cash incentive payment amount, the Board may consider a combination of factors, including but not limited to Adjusted EBITDA, a business unit’s budgeted EBITDA, an implementation of a cost savings plans and other performance factors that may be deemed relevant.





Since the cash incentive payment is intended to reward an executive’s ability to meet or exceed performance goals, the attainment of the performance goals is uncertain at the time the goals are established. The Chief Executive Officer and the Board may elect to pay the cash incentive payment even if targets are not achieved.





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The following table reflects the range of eligible annual discretionary bonus and annual cash incentive payments that could have been earned, for each Named Executive Officer, pursuant to the terms of each Named Executive Officers’ employment agreement or arrangement and the amount of annual discretionary bonus paid for fiscal 2015 as determined at the sole discretion of the Chief Executive Officer (except with respect to his discretionary bonus) and the Board:





Annual DiscretionaryAnnualAnnual Cash IncentiveAnnualBonus RangeDiscretionaryBonus RangeCashMinimumMaximumBonusMinimumTargetMaximumIncentiveDavid J. Pecker$—$875,000$—$—$—$—$—Christopher V. Polimeni$—$175,000$—$—$—$—$—Eric S. Klee$—$75,000$—$—$—$—$—Kevin Hyson$—$175,000$150,000$—$—$—$—David Bonnett$65,000$—$100,000$—$—$—$—





Long-term equity incentive compensation





Stock based compensation in the form of restricted stock is designed to align the interests of executives with the interest of stockholders and as a retention tool to seek long-term growth.





The restriction on the stock awards granted will lapse on the earlier of a change in control or an initial public offering, referred to as a liquidity event. The purpose of this benefit is to provide an interest to the executive in certain proceeds of such a liquidity event, which will allow our executives to concentrate on taking actions that are in the best interests of our stockholders without regard to whether such action may ultimately have an adverse impact on their personal financial security and future.





During fiscal 2015, prior to the Merger, the Compensation Committee granted 3,053 shares of restricted stock to Mr. Pecker and 28,542 shares of restricted stock to Mr. Polimeni.





In connection with the Merger, the Company experienced a Liquidity Event (as defined in the Equity Incentive Plan) and each Named Executive Officer was entitled to accelerated vesting of all outstanding shares of restricted stock held by the Named Executive Officer on such date.  The Parent acquired 100% of the issued and outstanding shares of common stock of AMI, including the restricted shares awarded under the Equity Incentive Plan.  In connection with the Merger, the Equity Incentive Plan was terminated.





Benefits and Perquisites





Our officers, including our Named Executive Officers, participate in a full range of health, welfare and life insurance benefits and are covered by the same plans as other exempt employees. Perquisites do not comprise a major component in our executive compensation program.





We provide support to our Chief Executive Officer for personal financial management services.  Since this financial manager is familiar with our compensation program, our Chief Executive Officer’s financial management is enhanced, thereby providing a benefit to the Company and our Chief Executive Officer. There were no payments for fiscal 2015 and for fiscal 2014 and 2013 the cost of this service was $20,254 and $95,994 , respectively, including the gross-up in taxes to make the Chief Executive Officer whole to the extent that taxes were imposed on the Chief Executive Officer in respect of such financial management benefit.





We may, from time to time, provide a housing allowance for an executive officer in instances where we have asked an executive to relocate. Mr. Hyson received a housing allowance of $30,000 and $22,868 during fiscal 2014 and 2013 , respectively.





Historically, we have not provided any other perquisites to our executives and we do not view perquisites or other personal benefits as a major component in our executive compensation program. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive in the performance of his or her duties, to make our executive officers more efficient and effective or for recruitment, motivation and retention purposes. Future practices with respect to perquisites or other personal benefits for our executive officers will be approved and subject to periodic review by the Board. We do not expect these perquisites to be a material component of our compensation program.





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Post-Employment Compensation and Change in Control Provisions





We do not have separate severance agreements with any of our Named Executive Officers, but each Named Executive Officers’ employment agreement or other employment arrangements contain provisions for paying severance under certain circumstances if employment is terminated, and certain of our plans provide for other benefits upon certain change in control events and terminations of employment, each as described in detail under “Potential Payments Upon Termination or Change in Control” set forth below.  The Board believes the change in control and termination benefits that we provide our Named Executive Officers are consistent with the Board’s overall objectives and are similar to benefits offered to executives of comparable companies. The purpose of these benefits are to permit our key executive officers to concentrate on taking actions that are in the best interest of our stockholders without regard to whether such action may ultimately have an adverse impact on their job security and to enable them to provide objective advice on any potential change in control of our Company without undue concern regarding its potential impact on their personal financial security and future.





The Board selected the triggering events for change in control and termination benefits for our Chief Executive Officer based on its judgment that these events would likely result in the job security distractions and retention concerns described above. Our change in control compensation protection arrangements for our Chief Executive Officer require the occurrence of two events (a so-called “double trigger”) to trigger payments: (1) a “change in control,” and (2) termination “without cause” by the Company or termination by the officer with “good reason” within one year of the change in control.





Upon the occurrence of both triggering events, certain benefits would be provided to the Chief Executive Officer. These benefits include a severance payment in the form of installment payments of base salary for a period of two years and continued benefits and outplacement services for a period of one year.  In addition to the severance provisions of the change in control compensation protection arrangements for the Chief Executive Officer, there are also provisions within our long-term equity compensation plans that provide for accelerated vesting of all outstanding shares of restricted stock upon a "change in control" without requiring termination of employment.





Due to the application of the “golden parachute” excise tax provision of Internal Revenue Code Section 4999, we have provided our Chief Executive Officer with a gross-up payment, if necessary, so that the executive will receive the same economic terms as if there were no excise tax. The effects of Section 4999 generally are unpredictable and can have different impacts, depending on the executive’s compensation history. As a result, the Board has determined it is appropriate and consistent with competitive pay packages to pay the cost of the excise tax plus an amount needed to pay income taxes due on such additional payment up to $4.8 million for the Chief Executive Officer.





Messrs. Polimeni, Klee, Hyson and Bonnett also have “double trigger” severance arrangements which would require a termination “without cause” by the Company in connection with a “change in control” of the Company.  In the event of a “change in control” of the Company and a termination “without cause”, each of Messrs. Polimeni, Klee, Hyson and Bonnett would receive a severance payment in the form of installment payments of base salary for a period of one year.     In addition, there are also provisions within our long-term equity compensation plans that provide for accelerated vesting of all outstanding shares of restricted stock upon a “change in control” without requiring termination of employment.





Deductibility of Executive Compensation/Internal Revenue Code Section 162(m)





Since we do not currently have a class of equity securities that is required to be registered under the Securities Exchange Act of 1934, as amended, we are not subject to Internal Revenue Code Section 162(m).





Compensation Committee Interlocks and Insider Participation





Our Board of Directors reviews management and employee compensation policies, plans and programs including monitoring the performance and compensation of our executive officers and other key employees.  The member of the Board are: Mr. Pecker, who serves as the Chairperson, and Messrs. Ratner, Schwartz and Hughes.  Messrs. Ratner, Schwartz and Hughes are Independent Directors.





Prior to the Merger, the members of our Compensation Committee were Messrs. Elkins, Baiera, Koones, Klein and Pecker, with Mr. Elkins serving as the Chairperson. Messrs. Elkins and Koones were Independent Directors.  Mr. Russell, who was an Independent Director, voluntarily resigned from the Board in June 2014 and ceased serving on the Compensation Committee. There were no meetings of the Compensation Committee from April 2014 through August 2014, the date of dissolution.





Mr. Pecker serves as the Chairman of the Board, Chief Executive Officer and President of the Company and was not determined by the Board to be an Independent Director.











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Compensation Committee Report





The Board of Directors have reviewed and discussed the preceding Compensation Discussion and Analysis with management and, based on such review and discussion, the Board recommended that the Compensation Discussion and Analysis be included in this Amendment.





Respectfully submitted,





David J. Pecker, Chairperson


Evan Ratner


Barry Schwartz


David R. Hughes





The foregoing section is not "soliciting material," is not deemed "filed" with the SEC and is not to be incorporated by reference in any filings of the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the Securities Act of 1933, as amended (the "Securities Act"), whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.





Company Risk Assessment





Based on our assessment, we believe that our compensation and benefit programs have been appropriately designed to attract and retain talent and properly incentivize employees. Although our programs are generally designed to pay-for-performance and to provide incentive based compensation, the programs contain various mitigating factors to ensure our employees, including our Named Executive Officers, are not encouraged to take unnecessary risks in managing our business. These factors include:





|  |                                                                                                                                                                    
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | the multiple elements of our compensation packages, including base salary, annual bonus programs and equity awards that vest only in certain limited circumstances;




|  |                                                    
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|• | the structure of our annual cash bonus program; and




|  |                                    
|- | -----------------------------------
|• | oversight of programs by the Board.




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Summary Compensation Table





The summary compensation table and supplemental tables on the following pages disclose compensation information for our Named Executive Officers during fiscal 2015 , 2014 and 2013 .





Name and Principal PositionYearSalary(1)Bonus(2)Stock Awards(3)Non-Equity Incentive Plan Compensation(4)All Other  CompensationTotalDavid J. Pecker, Chairman, Chief Executive Officer and President2015$1,750,000$—$548$—$2,648,954$4,399,5022014$1,750,000$875,000$—$—$31,616$2,656,6162013$1,750,000$500,000$—$—$110,737$2,360,737Christopher V. Polimeni, Executive Vice President, Chief Financial Officer and Treasurer2015$500,000$—$5,124$—$2,250,000$2,755,1242014$400,000$175,000$—$—$77,424$652,4242013$350,000$100,000$—$—$—$450,000Eric S. Klee, Senior Vice President, Secretary and General Counsel (5)2015$300,000$—$—$—$367,351$667,351Kevin Hyson, Executive Vice President and Chief Marketing Officer2015$325,000$150,000$—$—$97,462$572,4622014$325,000$150,000$—$—$30,000$505,0002013$325,000$100,000$—$—$22,868$447,868David Bonnett, Executive Vice President and Chief Information Officer (6)2015$310,000$100,000$—$—$118,845$528,8452014$310,000$100,000$—$—$32,424$442,424





(1)Represents annual discretionary bonus as determined in the sole discretion of the Chief Executive Officer and the Board, except with respect to the Chief Executive Officer's bonus which was determined solely by the Board.(2)The stock awards column reports the aggregate grant date fair value of the restricted stock awards granted to Named Executive Officers. The aggregate grant date fair value is computed in accordance with Accounting Standards Codification Topic 718, disregarding estimates for forfeitures, and is based on the estimated fair value of American Media, Inc.'s common stock on the date of grant. See Note 14, “Capital Structure - Equity Incentive Plan” to our consolidated financial statements included in the Original Form 10-K.(3)Represents annual cash incentive payments earned, which allowed participating individuals to earn a target bonus based on their position in the Company and the achievement of certain performance measures as discussed in the Compensation Discussion and Analysis section of this Item 11. Executive Compensation.(4)Amounts under the “All Other Compensation” column consist, as indicated in the following table, with respect to Messrs. Pecker, Polimeni, Klee, Hyson and Bonnett, one-time incentive payments.  In addition, with respect to Mr. Pecker, payments of financial management and other services are included.





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FinancialManagementHousingExecutive and Fiscal YearServicesAllowanceOtherDavid J. PeckerFiscal 2015$—$—$2,648,954(b)Fiscal 2014$20,254(a)$—$11,362(b)Fiscal 2013$95,994(a)$—$14,743(b)Christopher PolimeniFiscal 2015$—$—$2,250,000(c)Fiscal 2014$—$—$77,424(c)Eric S. KleeFiscal 2015$—$—$367,351(c)Kevin HysonFiscal 2015$—$—$97,462(c)Fiscal 2014$—$30,000$—Fiscal 2013$—$22,868$—David BonnettFiscal 2015—$—118,845(c)Fiscal 2014—$—32,424(c)





(a)Includes $8,414 and $35,994 of gross-up in taxes to make the Chief Executive Officer whole to the extent that taxes were imposed on the Chief Executive Officer in respect of such financial management benefits for fiscal year 2014 and 2013, respectively.(b)For fiscal 2015, represents one-time incentive payments of $2,635,000 for the achievement of specific, individual, short-term projects and $13,954 for reimbursement of country club dues, including $7,196 of gross-up taxes to make the Chief Executive Officer whole to the extent that taxes were imposed on the Chief Executive Officer in respect of such benefits.  For fiscal 2014 and 2013, amounts represents the reimbursement of country club dues and includes $5,126 and $6,243, respectively, of gross-up in taxes to make the Chief Executive Officer whole to the extent that taxes were imposed on the Chief Executive Officer in respect of such benefits.(c)Represents one-time incentive payments for the achievement of specific, individual, short-term projects during fiscal 2015 and 2014.





(5)Mr. Klee was not a Named Executive Officer in fiscal 2014 or 2013. As a result, compensation information for such fiscal years is not required to be provided in this Summary Compensation Table.(6)Mr. Bonnett was not a Named Executive Officer in fiscal 2013.  As a result, compensation information for such fiscal year is not required to be provided in this Summary Compensation Table.





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Grant of Plan Based Awards Table





The following table supplements the disclosures set forth in the column titled Stock Awards of the Summary Compensation Table and reports stock awards granted to Named Executive Officers in fiscal 2015 under the American Media, Inc. Equity Incentive Plan (the "Equity Incentive Plan").  There were no Incentive Plan Compensation awards for the Named Executive Officers in fiscal 2015 .


2015 Grants of Plan-Based AwardsAll other stock awards: Number of shares of stock or units (#)Grant date fair value of stock and option awards ($)NameGrant dateDavid J. Pecker7/25/143,053$548Christopher V. Polimeni4/7/20144,500$8087/25/1424,042$4,316Eric S. Klee——$—Kevin Hyson——$—David Bonnett——$—





Each Named Executive Officer was paid his base salary pursuant to his employment agreement or other employment arrangements.  The employment agreements and arrangements for the Named Executive Officers also provide for discretionary bonuses, if any, to be paid at the discretion of the Chief Executive Officer and the Board. In fiscal 2015, 2014 and 2013, the Board and the Compensation Committee, as applicable, exercised its discretion and paid bonuses to the Named Executive Officers.





In connection with the 2010 Restructuring, each of the Named Executive Officers received grants of restricted common stock that will vest upon the Company’s consummating an initial public offering of the Company’s common stock or a change in control of the Company. The restricted stock grants in fiscal 2011 were made to reward the Named Executive Officers for their efforts in completing the bankruptcy proceeding and financial restructuring and ensuring that their interests were aligned with the interests of the Company’s stockholders after giving effect to such restructuring.  In April 2014, Mr. Polimeni received a grant of restricted common stock with the same vesting provisions and in July 2014, Messrs. Pecker and Polimeni received grants of restricted common stock with the same vesting provisions.





Pursuant to his employment agreement with the Company, during fiscal 2014 and 2013 , the Company paid for certain financial management services to be provided to Mr. Pecker, together with a supplemental gross-up payment to cover Mr. Pecker’s income tax owed for such financial management services fees. During fiscal 2015 , Messrs. Pecker, Polimeni, Klee, Hyson and Bonnett received one-time incentive payments for the achievement of specific, individual, short-term projects.  In addition, during fiscal 2014 and 2013 , Mr. Hyson received a monthly housing allowance from the Company to subsidize a residence near the New York office.





Outstanding Equity Awards at 2015 Fiscal Year End and Stock Vested





In connection with the Merger, the Company experienced a Liquidity Event (as defined in the Equity Incentive Plan) and each Named Executive Officer was entitled to accelerated vesting of all outstanding shares of restricted stock held by the Named Executive Officer on such date.  The Parent acquired 100% of the issued and outstanding shares of common stock of AMI, including the restricted shares awarded under the Equity Incentive Plan.  Except for the restricted shares awarded under the Equity Incentive Plan, no other type of equity awards have been granted to the Named Executive Officers.  In connection with the Merger, the Equity Incentive Plan was terminated.  As a result, there are no outstanding equity awards as of March 31, 2015 .





The following table sets forth the number of shares acquired and the value received upon vesting for each Named Executive Officer.





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Stock VestedStock AwardsNumber of shares acquired on vesting (#)Value realized on vesting ($) (1)David J. Pecker558,608$100,270Christopher V. Polimeni139,653$25,068Eric S. Klee15,000$2,693Kevin Hyson43,550$7,817David Bonnett30,667$5,505





(1) The Company's common stock is not publicly traded.  The value realized upon vesting was $0.1795 per share pursuant to the consideration received in the Merger.





Potential Payments upon Termination or Change in Control





Our Named Executive Officers are entitled to certain payments and benefits under their employment agreements or arrangements upon certain qualifying terminations of employment and a change in control, as described below. As discussed above under “Compensation Discussion and Analysis,” we believe that severance and change in control provisions are important components of our Named Executive Officers’ compensation packages because these provisions allow our key executive officers to concentrate on taking actions that are in the best interests of our stockholders without regard to whether such action may ultimately have an adverse impact on their job security and to enable them to provide objective advice on any potential change in control of our Company without undue concern regarding its potential impact on their personal financial security and future. Our Named Executive Officers’ right to receive the severance payments described below is subject to their execution and delivery of an effective general release of claims in favor of the Company.  In addition, payment of severance benefits to our Named Executive Officers is conditioned on their compliance with any applicable non-compete, non-solicitation and/or confidentiality agreements included in their employment agreement or employment arrangement.





Under our current arrangements, there are no severance payments, benefit payments or acceleration of vesting in shares of restricted stock that would be provided in the event of resignation without good reason, termination for cause, retirement, death or disability.





In connection with the Merger, the Company experienced a Liquidity Event and each Named Executive Officer was entitled to accelerated vesting of all outstanding shares of restricted stock held by the Named Executive Officer on such date, without requiring termination of employment.





David Pecker





Termination, No Change in Control . If Mr. Pecker’s employment is terminated by the Company “without cause” or by the executive for “good reason,” in any case, outside the context of a change in control (as defined in Mr. Pecker's employment agreement), then, in addition to payments of accrued compensation (including any earned but unpaid bonus) and benefits through the date of termination, the executive will be entitled to receive the following:





|  |                                                                                                                                                                                                                             
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | installment payments of executive's annual base salary then in effect over the later of the twelve month period following the termination of employment or the scheduled expiration of the executive’s employment agreement;




|  |                                                                                                                                                                                                                
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | continued health, life insurance and disability benefits over the later of the twelve month period following the termination of employment or the scheduled expiration of the executive’s employment agreement;




|  |                                                                                                        
|- | -------------------------------------------------------------------------------------------------------
|• | immediate vesting of all shares of restricted common stock granted under the Equity Incentive Plan; and




|  |                                                     
|- | ----------------------------------------------------
|• | outplacement services for a period of twelve months.




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Change in Control and Qualifying Termination .  If Mr. Pecker’s employment is terminated by the Company “without cause” or by the executive for “good reason,” in any case, within one year following a change in control (as defined in Mr. Pecker’s employment agreement) of the Company, then in addition to payments of accrued compensation (including any earned but unpaid bonus) and benefits through the date of termination (and in lieu of the severance described above), the executive will be entitled to receive the following:





|  |                                                                                                 
|- | ------------------------------------------------------------------------------------------------
|• | installment payments of executive's annual base salary then in effect for a period of two years;




|  |                                                                                   
|- | ----------------------------------------------------------------------------------
|• | continued health, life insurance and disability benefits for a period of one year;




|  |                                                          
|- | ---------------------------------------------------------
|• | outplacement services for a period of twelve months;  and




|  |                                                                                                                                                                                 
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | a lump sum gross-up payment to reimburse the executive for any excise tax imposed as a result of any payments made in connection with such change in control, up to$4.8 million.




Christopher Polimeni





If Mr. Polimeni’s employment is terminated by the Company “without cause,” then, in addition to payments of accrued compensation (including any earned but unpaid bonus) and benefits through the date of termination, the executive will be entitled to receive the following:





|  |                                                                                                                                                                                              
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | severance payment equal to twelve months of the executive’s annual base salary then in effect payable in installments over a period of twelve months following his termination of employment.




Eric Klee





If Mr. Klee’s employment is terminated by the Company “without cause,” then, in addition to payments of accrued compensation (including any earned but unpaid bonus) and benefits through the date of termination, the executive will be entitled to receive the following:





|  |                                                                                                                                                                                                  
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | severance payment equal to twelve months of the executive’s annual base salary then in effect payable in installments over a period of twelve months following his termination of employment; and




|  |                                                    
|- | ---------------------------------------------------
|• | continued health benefits for a period of one year.




Kevin Hyson





If Mr. Hyson’s employment is terminated by the Company “without cause” then, in addition to payments of accrued compensation (including any earned but unpaid bonus) and benefits through the date of termination, the executive will be entitled to receive the following:





|  |                                                                                                                                                                                              
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | severance payment equal to twelve months of the executive’s annual base salary then in effect payable in installments over a period of twelve months following his termination of employment.




David Bonnett





If Mr. Bonnett’s employment is terminated by the Company “without cause” then, in addition to payments of accrued compensation (including any earned but unpaid bonus) and benefits through the date of termination, the executive will be entitled to receive the following:





|  |                                                                                                                                                                                              
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | severance payment equal to twelve months of the executive’s annual base salary then in effect payable in installments over a period of twelve months following his termination of employment.




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Summary of Potential Payments





The following table summarizes the payments that would be made to our Named Executive Officers upon the occurrence of certain qualifying terminations of employment, including in connection with a change in control, assuming that each Named Executive Officer’s termination of employment with the Company occurred on March 31, 2015 and, where relevant, that a change in control of the Company occurred on March 31, 2015 .  Amounts shown in the table below do not include (i) accrued but unpaid salary through the date of termination and (ii) other benefits earned or accrued by the Named Executive Officer during his employment that are available to all salaried employees.





NameBenefitTermination By Company Without CauseTermination By Named Executive Officer With Good ReasonQualifying Termination upon Change in ControlDavid J. PeckerSeverance(1)$1,750,000$1,750,000$3,500,000Benefit values(2)$16,452$16,452$16,452Outplacement services(3)$30,000$30,000$30,000Excise gross up(4)$—$—$176,043Total$1,796,452$1,796,452$3,722,495Christopher V. PolimeniSeverance(1)$500,000$—$500,000Total$500,000$—$500,000Eric S. KleeSeverance(1)$300,000$—$300,000Benefit values(2)$22,776$—$22,776Total$322,776$—$322,776Kevin HysonSeverance(1)$325,000$—$325,000Total$325,000$—$325,000David BonnettSeverance(1)$310,000$—$310,000Total$310,000$—$310,000





(1)Represents continuation of salary payments for the payout period provided under each Named Executive Officer's employment agreement or arrangement.(2)Represents the estimated value associated with the continuation of health, life insurance and disability benefits for the payout period provided under the applicable Named Executive Officers' employment agreement or arrangement, based on the cost to provide such coverage as of March 31, 2015.(3)Represents the estimated value associated with providing outplacement services for the payout period provided under Mr. Pecker’s employment agreement based on our estimate of the costs as of March 31, 2015 to provide such benefit.(4)Represents the additional tax-gross up payments to compensate for excise taxes imposed by Section 4999 of the Internal Revenue Code on the benefits provided. The assumptions used to calculate the excise tax gross-up include the following: an excise tax rate of 20%, a federal tax rate of 35%, New York state tax rate of 8.82% and a Medicare tax rate of 1.45%.





Employment Agreements or Arrangements





Certain terms used in the following paragraphs, such as termination without cause and change in control, are defined and discussed further in the section titled Potential Payments Upon Termination or Change in Control above. We have entered into employment agreements or arrangements with our Named Executive Officers.  Our Named Executive Officer’s employment agreements also contain certain confidentiality and non-compete and non-solicitation provisions as well as other provisions that are customary for an executive employment agreement.





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Mr. Pecker





In March 2009, the Company entered into an employment agreement with Mr. Pecker, pursuant to which Mr. Pecker serves as its Chairman, Chief Executive Officer and President. The initial term of the agreement was for two years, with an annual base salary of $1,500,000. After the initial term, the agreement was amended to, among other things, extend the terms of Mr. Pecker’s employment through March 31, 2013 and increase the annual base salary to $1,750,000.  In November 2013, the employment agreement was amended, to among other things, extend the term of Mr. Pecker’s employment through March 31, 2015.  In September 2014, the employment agreement was amended, to among other things, extend the term of Mr. Pecker's employment through March 31, 2017.  Mr. Pecker’s agreement will automatically renew for an unlimited number of one year periods (the “Subsequent Term”), unless either party provides 60 days prior written notice before the beginning of the Subsequent Term.





Mr. Pecker may from time to time be eligible to earn an annual discretionary bonus up to 50% of his base salary at the discretion of the Board.





Mr. Pecker is entitled to participate in all employee benefits and incentive compensation plans offered by the Company. In addition, Mr. Pecker may receive reimbursement for certain expenses, including but not limited to travel and travel related expenses, financial management services, certain membership fees and a “tax gross-up” payment for such items, if necessary.





In the event Mr. Pecker is terminated by the Company without cause or Mr. Pecker resigns for good reason, and if Mr. Pecker executes and delivers a release to the Company, he will be entitled to receive severance in the form of installment payments of his base salary plus continued benefits for a period of one year. In addition, Mr. Pecker is entitled to receive outplacement services for a period of one year.





If within 12 months after a change in control event Mr. Pecker is terminated by the Company without cause or he resigns for good reason, and if Mr. Pecker executes and delivers a release to the Company, he will be entitled to receive severance in the form of installment payments of his base salary for a period of two years. In addition, Mr. Pecker is entitled to continued benefits and outplacement services for a period of one year. Lastly, Mr. Pecker may receive a gross-up payment from the Company under certain circumstances, up to a maximum of $4.8 million .





In the event Mr. Pecker’s employment terminates for any other reason, he is not entitled to receive any severance under the terms of his employment agreement.





Mr. Polimeni





In March 2010, the Company entered into an employment agreement with Mr. Polimeni, pursuant to which Mr. Polimeni serves as its Executive Vice President, Chief Financial Officer and Treasurer.  In March 2012, the employment agreement was amended, to among other things, extend the term of Mr. Polimeni’s employment through March 31, 2013 and increase the annual salary from $335,000 to $350,000, effective April 1, 2012.  As of January 2013, the employment agreement was amended to, among other things, extend the terms of Mr. Polimeni's employment through March 31, 2014 and increase the annual salary from $350,000 to $400,000, effective April 1, 2013.  In January 2014, the employment agreement was amended, to among other things, extend the term of Mr. Polimeni's employment through March 31, 2015.  In September 2014, the employment agreement was amended, to among other things, extend the term of Mr. Polimeni's employment through March 31, 2017 and increase the annual salary from $400,000 to $500,000, effective September 24, 2014.





Mr. Polimeni is eligible to earn an annual discretionary bonus up to $175,000 at the discretion of the Chief Executive Officer and the Board. In addition, Mr. Polimeni is entitled to participate in all employee benefits and incentive compensation plans offered by the Company.





In the event Mr. Polimeni is terminated by the Company without cause, and if Mr. Polimeni executes and delivers a release to the Company, he will be entitled to receive severance in the form of installment payments of his base salary for a period of one year.  In the event Mr. Polimeni’s employment terminates for any other reason, he is not entitled to receive any severance under the terms of his employment agreement.





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Mr. Klee





In June 2012, the Company entered into an employment arrangement with Mr. Klee, pursuant to which Mr. Klee currently serves as its Senior Vice President, Secretary and General Counsel.  Mr. Klee's annual base salary is $300,000.  Mr. Klee is eligible to earn an annual discretionary bonus up to $75,000 at the discretion of the Chief Executive Officer and the Board.  In addition, Mr. Klee is entitled to participate in all employee benefits and incentive compensation plans offered by the Company.





In the event Mr. Klee is terminated by the Company without cause, and if Mr. Klee executes and delivers a release to the Company, he will be entitled to receive severance in the form of installment payments of his base salary for a period of one year.  In the event Mr. Klee’s employment terminates for any other reason, he is not entitled to receive any severance under the terms of his employment arrangement.





Mr. Hyson





In November 2004, the Company entered into an employment agreement with Mr. Hyson, pursuant to which Mr. Hyson serves as its Executive Vice President and Chief Marketing Officer. Mr. Hyson’s annual base salary is $325,000. In January 2012, the employment agreement was amended to extend the term of Mr. Hyson’s employment through March 31, 2013. As of January 2013, the employment agreement was amended to, among other things, extend the terms of Mr. Hyson's employment through March 31, 2014.  In January 2014, the employment agreement was amended, to among other things, extend the term of Mr. Hyson's employment through March 31, 2015.   In December 2014, the employment agreement was amended, to among other things, extend the term of Mr. Hyson's employment through March 31, 2016.  Mr. Hyson is eligible to earn an annual discretionary bonus of up to $175,000 at the discretion of the Chief Executive Officer and the Board. In addition, Mr. Hyson is entitled to participate in all employee benefits and incentive compensation plans offered by the Company.





In the event Mr. Hyson is terminated by the Company without cause, and if Mr. Hyson executes and delivers a release to the Company, he will be entitled to receive severance in the form of installment payments of his base salary for a period of one year.  In the event Mr. Hyson’s employment terminates for any other reason, he is not entitled to receive any severance under the terms of his employment agreement.





Mr. Bonnett





In April 2002, the Company entered into an employment agreement with Mr. Bonnett, pursuant to which Mr. Bonnett currently serves as its Executive Vice President and Chief Information Officer.  In January 2010, the employment agreement was amended, to among other things, extend the term of Mr. Bonnett’s employment through March 31, 2012.  In November 2011, the employment agreement was amended, to among other things, extend the term of Mr. Bonnett’s employment through March 31, 2014.  Mr. Bonnett's annual base salary is $310,000.  In January 2014, the employment agreement was amended, to among other things, extend the term of Mr. Bonnett's employment through March 31, 2015.  In January 2015, the employment agreement was amended, to among other things, extend the term of Mr. Bonnett's employment through March 31, 2017.





In the event Mr. Bonnett is terminated by the Company without cause, and if Mr. Bonnett executes and delivers a release to the Company, he will be entitled to receive severance in the form of installment payments of his base salary for a period of one year.  In the event Mr. Bonnett's employment terminates for any other reason, he is not entitled to receive any severance under the terms of his employment agreement.





Fiscal Year 2015 Director Compensation





Current Directors





Each Independent Director is entitled to be paid $85,000, in cash, as the annual Board retainer fee and reimbursed for travel expenses to attend Board and Committee meetings. Directors who also serve as a Committee Chairperson are entitled to be paid, in cash, an annual committee service retainer of $10,000 for the Audit Committee.  Upon certain terminations of the service of certain Independent Directors from the Board, such Directors shall be entitled to receive a lump-sum cash payment equal to $35,000 for each year or partial year such Director served on the Board.





In connection with the Merger, in August 2014, Parent, as the sole stockholder of the Company, elected Messrs. Ratner, Schwartz and Hughes to serve with Mr. Pecker as the Current Directors.  In addition, Parent appointed Messrs. Ratner, Schwartz and Hughes to the Audit Committee of the Board with Mr. Hughes serving as Chairman.  Mr. Hughes is the only Director who receives compensation for his services on the Board.





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The following table sets forth information regarding compensation paid to the Current Directors from August 2014 through March 2015.  Messrs. Pecker, Ratner and Schwartz did not receive any compensation for their service as a Director.





DIRECTOR COMPENSATION(1)Fees Earned or Paid in CashStock AwardsAll Other CompensationTotalName($)($)($)($)David J. Pecker$—$—$—$—Evan Ratner       (2)$—$—$—$—Barry Schwartz  (2)$—$—$—$—David Hughes    (3)$47,500$—$—$47,500


(1)Fees earned or paid in cash were as follows:


NameBoard RetainerCommittee ChairedCommittee Chair feesTotalDavid J. Pecker$——$—$—Evan Ratner$——$—$—Barry Schwartz$——$—$—David Hughes$42,500Audit$5,000$47,500


(2)Messrs. Ratner and Schwartz are affiliated with the Parent and do not receive compensation for their service on the Board.(3)During fiscal 2015, Mr. Hughes served on the Board and the Audit Committee and as the Chairperson of the Audit Committee since August 2014.





Former Directors





During fiscal 2015 , each Independent Director was paid $85,000, in cash, as the annual Board retainer fee and reimbursed for travel expenses to attend Board and Committee meetings. Directors who also serve as a Committee Chairperson were paid, in cash, an annual committee service retainer of $10,000 for the Audit Committee and $7,500 for the Compensation Committee.  Upon certain terminations of the service of Independent Directors from the Board, such Directors shall be entitled to receive a lump-sum cash payment equal to $35,000 for each year or partial year such Director served on the Board.  Each Independent Director was eligible to receive an annual grant of 5,000 shares of restricted stock under the Equity Incentive Plan.  These shares vested upon the consummation of the Merger.





In connection with the Merger, in August 2014, each director of the Company (other than David J. Pecker) resigned as a director of the Company pursuant to a letter of resignation delivered to the Parent and the Company, effective immediately prior to the closing of the Merger.





The following table sets forth information regarding compensation paid to the Former Directors from April 2014 through August 2014.  Messrs. Pecker and Baiera did not receive any compensation for their service as a Director.





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DIRECTOR COMPENSATION(1)(2)Fees Earned or Paid in CashStock AwardsAll Other CompensationTotalName($)($)($)($)David J. Pecker$—$—$—$—Philip L. Maslowe$47,500$898$—$48,398Charles Koones$42,500$898$—$43,398Susan Tolson  (3)$21,250$898$—$22,148Michael Elkins$46,250$898$50,000(4)$97,148David Licht$42,500$898$—$43,398David Hughes$53,700$898$—$54,598Gavin Baiera  (5)$—$—$—$—Andrew Russell  (6)$21,250$898$70,000(6)$92,148


(1)Fees earned or paid in cash were as follows:


NameBoard RetainerCommittee ChairedCommittee Chair feesTotalDavid J. Pecker$——$—$—Philip L. Maslowe$42,500Audit$5,000$47,500Charles Koones$42,500—$—$42,500Susan Tolson$21,250—$—$21,250Michael Elkins$42,500Compensation$3,750$46,250David Licht$42,500—$—$42,500David Hughes$53,700—$—$53,700Gavin Baiera$——$—$—Andrew Russell$21,250—$—$21,250





(2)The stock awards column reports the aggregate grant date fair value of the restricted common stock awards granted to the Independent Directors. The aggregate grant date fair value is computed in accordance with Accounting Standards Codification Topic 718, disregarding estimates for forfeitures, and is based on the estimated fair value of American Media, Inc.'s common stock on the date of grant, which management determined was $0.18 per share. See Note 14, “Capital Structure - Equity Incentive Plan” to our consolidated financial statements included in the Original Form 10-K.(3)On July 7, 2014, Ms. Tolson voluntarily resigned from the Board.(4)In January 2013, the Company and Roxbury Advisory, LLC, a company controlled by Mr. Elkins, entered into a consulting agreement to provide certain financial advisory services to the Company.  In August 2014, the consulting agreement was terminated.  The disclosed amount is for fees paid to Roxbury Advisory, LLC for financial advisory services provided by Mr. Elkins during fiscal 2015.(5)Mr. Baiera is affiliated with Angelo Gordon and does not receive compensation for his service on the Board.(6)On June 12, 2014, Mr. Russell voluntarily resigned from the Board and received severance for his years of service.





In May 2014, prior to the Merger, the Compensation Committee granted 35,000 shares of restricted stock to the Independent Directors for their fiscal 2015 service to the Board under the Equity Incentive Plan.  In connection with the Merger, the Company experienced a Liquidity Event and for each director who held shares of restricted stock and were serving on the Board on such date were entitled to accelerated vesting of all outstanding shares of restricted stock held by the director on such date.  The Parent acquired 100% of the issued and outstanding shares of common stock of AMI, including the restricted shares awarded under the Equity Incentive Plan.  In connection with the Merger, the Equity Incentive Plan was terminated.  As a result, there are no outstanding equity awards as of March 31, 2015 .





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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.





Securities authorized for issuance under equity compensation plans





In December 2010, as part of the 2010 Restructuring, we adopted the Equity Incentive Plan which provided for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonus awards and performance compensation awards to incentivize and retain directors, officers, employees, consultants and advisors.  Under the terms of the Equity Incentive Plan, the Compensation Committee administered the Equity Incentive Plan and had the authority to determine the recipients to whom awards will be made, the amount of the awards, the terms of the vesting and other terms as applicable.  Our previous equity incentive plans were terminated in accordance with the 2010 Restructuring, and all stock based compensation arrangements previously issued and outstanding were canceled.





In December 2010, the Compensation Committee was authorized to issue up to 1.1 million shares of common stock through the issuance of restricted stock awards.  In July 2013, the Compensation Committee was authorized to issue up to an additional 500,000 shares of the Company's common stock through the issuance of restricted awards.  The shares of restricted stock would fully vest upon the earlier to occur of a change in control or an initial public offering, each as defined in the Equity Incentive Plan.  The holders of the restricted stock were entitled to receive dividends, if and when declared by the Company, and exercised voting rights with respect to the common shares while the shares were restricted.





During fiscal 2015 , prior to the Merger, the Compensation Committee granted 35,000 shares of restricted stock to the Independent Directors for their fiscal 2015 service to the Board.  In addition, during fiscal 2015 , prior to the Merger, the Compensation Committee granted 40,600 shares of restricted stock to certain officers of the Company and 31,600 shares of restricted stock were forfeited by members of the Board and employees upon their resignation.





In connection with the Merger, the Company experienced a Liquidity Event and each holder of shares of restricted stock were entitled to accelerated vesting of all outstanding shares of restricted stock held by each holder on such date.  The Parent acquired 100% of the issued and outstanding shares of common stock of AMI, including the restricted shares awarded under the Equity Incentive Plan.   In connection with the Merger, the Equity Incentive Plan was terminated.  As a result, there are no outstanding equity awards as of March 31, 2015 .





Security Ownership of Certain Beneficial Owners





The table set forth below contains information as of June 30, 2015 , with respect to the beneficial ownership of our common stock held by: each current Director; each Named Executive Officer; all Directors and executive officers as a group; and any person who is known by us to beneficially own more than 5% of the outstanding shares of our common stock.





As of June 30, 2015 , there were 100 shares of American Media, Inc.'s common stock issued and outstanding.  Except as otherwise noted below, each person or entity named in the following table has sole voting and investment power with respect to all shares of the Company’s common stock that he, she or it beneficially owns. Except as otherwise noted below, the address of each person or entity named in the following table is c/o American Media, Inc., 1000 American Media Way, Boca Raton, Florida 33464.


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NameAmount of Beneficial OwnershipPercent of ClassAMI Parent Holdings, LLC26 Main Street, Suite 204, Chatham, NJ 07928100100%Chatham Asset Management, LLC26 Main Street, Suite 204, Chatham, NJ 07928—(1)—%Leon Coopermanc/o Omega Advisors810 7th Avenue, 33rd Floor, New York, NY 10019—(2)—%David J. Pecker—(3)—%Evan Ratner——%Barry Schwartz——%David R. Hughes——%Christopher V. Polimeni—(4)—%Eric S. Klee—(5)—%Kevin Hyson——%David Bonnett——%Directors and executive officers as a group (eleven persons)——%





(1)Chatham Asset Management, LLC (“Chatham”) is an investment advisor to Chatham Asset High Yield Offshore Fund, Ltd. (“Chatham High Yield Offshore”), Chatham Asset Partners High Yield Fund, LP (“Chatham High Yield”), Chatham Fund, LP (“Chatham Fund”) and Chatham Eureka Fund, L.P. (“Chatham Eureka”), all of which have membership interests in Parent.  Chatham Asset GP, LLC (“Chatham GP”) is the general partner of Chatham High Yield, Chatham Fund and Chatham Eureka.  Chatham High Yield Offshore, Chatham High Yield, Chatham Fund and Chatham Eureka have 15.83%, 14.66%, 13.60% and 34.14%, respectively, beneficial ownership interest in Parent based their voting rights as members of Parent.  As the Company is a wholly-owned subsidiary of Parent, Chatham, Chatham GP, Chatham High Yield Offshore, Chatham High Yield, Chatham Fund and Chatham Eureka may be deemed to be beneficial owners of the Company to the extent of their percentage membership interests in Parent.  Each of Chatham, Chatham GP, Chatham High Yield Offshore, Chatham High Yield, Chatham Fund and Chatham Eureka may be deemed to have voting and investment power over the shares and be beneficial owners of the Company’s shares. Chatham, Chatham GP, Chatham High Yield Offshore, Chatham High Yield, Chatham Fund and Chatham Eureka disclaim any beneficial ownership of the Company’s shares.  The information set forth in this footnote is based on information provided to us by Chatham.(2)Leon Cooperman has a 9.02% beneficial ownership interest in Parent based on his voting rights as a member of Parent.  As the Company is a wholly-owned subsidiary of Parent, Mr. Cooperman may be deemed to be a 9.02% beneficial owner of the Company’s shares of common stock due to his indirect voting and investment power over the Company’s shares.  Mr. Cooperman disclaims any direct beneficial ownership of the Company’s shares. The information set forth in this footnote is based on information provided to us by Mr. Cooperman.(3)David J. Pecker has a 9.75% beneficial ownership interest in Parent based on his voting rights as a member of Parent.  As the Company is a wholly-owned subsidiary of Parent, Mr. Pecker may be deemed to be a 9.75% beneficial owner of the Company’s shares of common stock due to his indirect voting and investment power over the Company’s shares.  Mr. Pecker disclaims any direct beneficial ownership of the Company’s shares.(4)Christopher V. Polimeni has a 1.50% beneficial ownership interest in Parent based on his voting rights as a member of Parent.  As the Company is a wholly-owned subsidiary of Parent, Mr. Polimeni may be deemed to be a 1.50% beneficial owner of the Company’s shares of common stock due to his indirect voting and investment power over the Company’s shares.  Mr. Polimeni disclaims any direct beneficial ownership of the Company’s shares.(5)Eric S. Klee has a 0.25% beneficial ownership interest in Parent based on his voting rights as a member of Parent.  As the Company is a wholly-owned subsidiary of Parent, Mr. Klee may be deemed to be a 0.25% beneficial owner of the Company’s shares of common stock due to his indirect voting and investment power over the Company’s shares.  Mr. Klee disclaims any direct beneficial ownership of the Company’s shares.





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Item 13. Certain Relationships and Related Transactions, and Director Independence.





Related Party Transactions in General





The Charter of the Audit Committee requires the Audit Committee to review and approve all proposed transactions or dealings with related persons and to discuss such transactions and their appropriate disclosure in our financial statements with management and the Company’s independent registered public accounting firm. The Charter of the Audit Committee defines a related person as any executive officer, director, nominee for director, or security holder who is the beneficial owner of more than five percent of any class of the Company’s voting securities or any of their immediate family members.





The Board recognizes that related party transactions present a heightened risk of conflicts of interest, improper valuation and/or the perception thereof. Therefore, in January 2013, the Board adopted a policy to be followed in connection with all related party transactions involving the Company. The Audit Committee will annually review and assess the adequacy of this policy and recommend any appropriate changes to the Board.  Our Related Party Transactions Policy is available on our website, http://www.americanmediainc.com, under “About Us.”





2015 Related Party Transactions





In September 2014, the Company entered into a debt for equity exchange agreement with the Parent and the Investors pursuant to which the Investors exchanged approximately $121.1 million in aggregate principal amount of senior secured notes of the Company, plus accrued and unpaid interest of approximately $2.9 million, for equity interests in the Parent.





During fiscal 2015, the Company repurchased $56.1 million in aggregate principal amount of senior secured notes, plus accrued and unpaid interest, in the open market, from the Investors.  In January 2015, the Company exchanged approximately $32.0 million in aggregate principal amount of first lien notes, plus accrued and unpaid interest, held by the Investors for approximately $39.0 million aggregate principal amount of new second lien notes, which bear interest at a rate of 7.0% per annum and mature in July 2020, pursuant to the new second lien notes exchange agreement.





In March 2015, the Investors became a lending party to the Amended and Restated Revolving Credit Facility and the Company paid approximately $0.8 million in lender fees.





Subsequent to March 31, 2015, the Company repurchased approximately $2.0 million in aggregate principal amount of first lien notes, plus accrued and unpaid interest, in the open market, from the Investors.





Mr. Elkins, a former member of our Board of Directors provided certain financial advisory services to the Company through Roxbury Advisory, LLC ("Roxbury"), a company controlled by Mr. Elkins, while he was a member of our Board of Directors.  In August 2014, the consulting agreement between Roxbury and the Company was terminated.  Payments for the services received from Roxbury totaled $50,000, $120,000 and $20,000 during fiscal 2015, 2014 and 2013, respectively, and the Company had no outstanding payables to Roxbury at March 31, 2015 and 2014.





Stockholders Agreement





Pursuant to the Merger and the Merger Agreement, the Stockholders Agreement was automatically terminated upon consummation of the Merger.  Capitalized terms used but not defined herein shall have the meanings as ascribed thereto in the Stockholders' Agreement.





General . Upon the 2010 Restructuring, the Company entered into the Stockholders Agreement, containing certain customary rights and obligations, including director designation rights, right of first offer, registration rights, drag rights, tag rights, minority transfer rights and rights to receive certain information concerning the Company and its subsidiaries at a party’s option.





All stockholders of the Company (including the Committee Holders) are parties to the Stockholders Agreement. The “Committee Holders ” means: (a) the Avenue Stockholders, (b) the Angelo Gordon Stockholders, (c) the Capital Research Stockholders and (d) the Credit Suisse Stockholders (each as defined in the Stockholders Agreement).





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Drag Right . The Stockholders Agreement provides that if the Angelo Gordon Stockholders, the Avenue Stockholders and the Capital Research Stockholders (or in the alternative, the consent of (i) any two of the Angelo Gordon Stockholders, the Avenue Stockholders and the Capital Research Stockholders, and (ii) holders of at least 67% of the Total Ownership Percentage) propose to consummate a transaction constituting a Sale of the Company (as defined in the Stockholders Agreement), all of the other parties to the Stockholders Agreement shall be subject to certain customary drag provisions.





Tag Right . The Stockholders Agreement provides that the Committee Holders have the right to participate in any sale transaction involving more than 5% of the outstanding equity interests in the Company by any other party to the Stockholders Agreement (other than a sale to an affiliate of the transferor who agrees to become party to the Stockholders Agreement and to be bound thereby to the same extent as the transferor) on a pro rata basis, on the same price and the same terms as the transferor proposed to accept.





Right of First Offer . The Stockholders Agreement provides that the Committee Holders have a pro rata right of first offer on any sale of equity interests by any other party to the Stockholders Agreement to an unaffiliated third-party.





Minority Transfer Rights . The Stockholders Agreement provides that in the event that any person (collectively with its affiliates), upon a proposed transfer of equity interests from a stockholder of the Company, would control 50% or more of the combined voting power of the outstanding equity interests of the Company (such party, a “Majority Owner”), each of the other parties to the Stockholders Agreement has the option to require the Majority Owner to purchase all of their equity interests in the Company at a price equal to the greater of (x) the price paid by the Majority Owner in connection with the Majority Owner’s purchase of equity interests of the Company sufficient to give such Majority Owner control of 50% or more of the combined voting power of the outstanding equity interests of the Company and (y) the fair market value of such equity interests at such time. The proposed transfer to the Majority Owner cannot be consummated unless the Majority Owner purchases all of the shares of the stockholders of the Company who have exercised their transfer rights discussed in the immediately preceding sentence.





Consent Rights . The Stockholders Agreement prohibits the Company from issuing any additional equity securities to an existing stockholder, subject to certain exceptions, without first obtaining the consent of each of the Angelo Gordon Stockholders, the Avenue Stockholders and the Capital Research Stockholders, provided that (i) the consent of any of the Angelo Gordon Stockholders, the Avenue Stockholders or the Capital Research Stockholders shall not be required if such Stockholder does not own at least 10.0% of the Total Ownership Percentage and (ii) such consent shall not be required if a supermajority of the Board of Directors determines, in the exercise of its business judgment, that the failure to make such issuance will have a material adverse effect on the Company; provided further, however, that the issuance of equity to fund an acquisition or investment shall not be considered a material adverse effect.





Redemption Rights . The Stockholders Agreement requires the Company, if it determines not to issue a dividend of 75% of its free cash flow, to use at least 75% of its free cash flow to redeem, to the extent permitted by applicable law and not prohibited by the terms of indebtedness of the Company or its subsidiaries, on a pro rata basis, a portion of the then outstanding shares of the Company’s Common Stock utilizing at least 75% of its free cash flow, unless a supermajority of the Company’s Board of Directors determines (as evidenced, subject to adjustment, by a resolution approved by not less than 66% of the then current members of the Board of Directors), in the exercise of its business judgment, such redemption would reasonably be likely to have a material and adverse effect on the Company.





Affiliate Transactions . The Stockholders Agreement provides that transactions involving (a) the Company or any of its subsidiaries and (b) any stockholder, Committee Holder, director or any member of management or any of their respective affiliates, will require the approval of a majority of the disinterested directors of the Company’s Board and Committee Holders constituting a Majority Requisite Consent (or if not obtained, an Alternative Majority Consent), subject to certain exceptions.





Information Rights . The Stockholders’ Agreement provides that the Committee Holders have the right up to four times per year to inspect the properties, books and other records of the Company and its subsidiaries at reasonable times and upon reasonable notice and subject to certain limitations. In addition, each of the aforementioned parties to the Stockholders Agreement, subject to certain limitations, is entitled to have access to the same financial information as the holders of the notes. All such information shall be subject to a customary confidentiality obligation.





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Appointment of Directors . The Stockholders Agreement provides that Board of Directors of the Company shall be composed of nine members. The Stockholders Agreement provides that eight of such directors shall be designated by the Committee Holders and the other shall be the Chief Executive Officer of the Company. Under the terms of the Stockholders Agreement, the Committee Holders have the following designation rights: (a) the Avenue Stockholders will have the right to designate four directors; provided that one such individual shall be acceptable to the Capital Research Stockholders and the Angelo Gordon Stockholders and so long as each stockholder has a Total Ownership Percentage of at least 10%, (b) the Angelo Gordon Stockholders will have the right to designate two directors, and (c) the Capital Research Stockholders will have the right, but not the obligation, to designate two directors; provided, however, (i) if the Avenue Stockholders have a Total Ownership Percentage of less than 20%, then the number of directors to which the Avenue Stockholders are entitled to designate shall be reduced to two, (ii) if the Total Ownership Percentage of the Avenue Stockholders, the Angelo Gordon Stockholders or the Capital Research Stockholders is less than 10%, but more than 5%, then such stockholder shall be entitled to designate one director, and (iii) if the Total Ownership Percentage of the Avenue Stockholders, the Angelo Gordon Stockholders, and the Capital Reserve Stockholders is less than 5%, then such stockholder shall no longer be entitled to designate directors. If any Committee Holder loses the right to designate a director, such vacancy shall be filled by Committee Holders constituting a Majority Requisite Consent, subject to certain exceptions. The parties to the Stockholders Agreement are obligated to vote for the directors designated in accordance with the foregoing terms.





Registration Rights . The Stockholders Agreement provides for certain customary registration rights, including but not limited to, the Angelo Gordon Stockholders, the Avenue Stockholders and the Capital Research Stockholders, having up to 5 demand rights to require the Company to use commercially reasonable efforts to register their common stock on Form S-1 with the Securities and Exchange Commission (the “SEC”) for resale, subject to certain exceptions. Thereafter, any stockholder holding at least 1% of the outstanding shares of the Company registrable pursuant to the Stockholders Agreement has unlimited demand rights to require the Company to use commercially reasonable efforts to register its common stock on Form S-3 with the SEC for resale, subject to certain exceptions. All stockholders party to the Stockholders Agreement have piggyback registration rights.





Furthermore, shares of common stock subject to the Stockholders Agreement shall also be restricted by the terms and conditions of the Stockholders Agreement which, among other transfer restrictions, prohibit any transfer or series of related transfers that results in a “change of control” (as such term is defined under the indenture governing the notes).





Item 14. Principal Accounting Fees and Services.





The following table sets forth fees for professional services provided by Deloitte & Touche LLP, the Company's independent registered public accounting firm, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates (collectively, “Deloitte”) for the audit of the Company’s financial statements for fiscal 2015 and 2014 and fees billed for audit related services, tax services and all other services rendered by Deloitte during fiscal 2015 and 2014 :





20152014Audit Fees (1)$1,252,106$944,806Audit Related Fees (2)$—$75,000Tax Fees (3)$47,693$53,981All Other Fees$2,000$7,000Total Fees$1,301,799$1,080,787





(1)Represents aggregate fees for professional services provided in connection with the audit of our annual financial statements, reviews of our quarterly financial statements and audit services provided in connection with other statutory or regulatory filings.(2)Represents aggregate fees for professional services provided in connection with the preparation of certain SEC filings.(3)Represents aggregate fees for professional services provided in connection with tax compliance, tax return review and tax advice related to an Internal Revenue Service examination and a voluntary disclosure extension.





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All audit-related services, tax services and other services were pre-approved by our Audit Committee, which concluded that the provision of such services by Deloitte was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The Audit Committee’s pre-approval policy is to review Deloitte's audit-related, tax and other services and pre-approve such services specifically described to the Audit Committee. The policy authorizes the Audit Committee to delegate to one or more designated members of the Audit Committee pre-approval authority with respect to any such pre-approval reported to the Audit Committee at its next regularly scheduled meeting. The Audit Committee did not approve any services pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X promulgated by the SEC.





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PART IV





Item 15. Exhibits and Financial Statement Schedules.





(b) Exhibits





Exhibit NumberDescription10.1Employment Agreement of David J. Pecker dated March 2, 2009 (incorporated herein by reference to Exhibit 10.9 to the Registration Statement on Form S-4/A filed with the SEC on September 28, 2012).10.2Amendment No.1 to Employment Agreement of David J. Pecker dated July 9, 2010 (incorporated herein by reference to Exhibit 10.10 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.3Amendment No. 2 to Employment Agreement of David J. Pecker dated November 14, 2013 (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2013).10.4*Amendment No. 3 to Employment Agreement of David J. Pecker dated September 22, 2014.10.5Employment Agreement of Christopher Polimeni dated March 8, 2010 (incorporated herein by reference to Exhibit 10.11 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.6Amendment No. 1 to Employment Agreement of Christopher Polimeni dated January 17, 2011 (incorporated herein by reference to Exhibit 10.12 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.7Amendment No. 2 to Employment Agreement of Christopher Polimeni dated March 13, 2012 (incorporated herein by reference to Exhibit 10.13 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.8Amendment No. 3 to Employment Agreement of Christopher Polimeni dated January 20, 2013 (incorporated herein by reference to Exhibit 10.4 to the Registrant's Annual Report on Form 10-K filed with the SEC on June 24, 2013).10.9Amendment No. 4 to Employment Agreement of Christopher Polimeni dated January 2, 2014 (incorporated herein by reference to Exhibit 10.15 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.10Amendment No. 5 to Employment Agreement of Christopher Polimeni dated September 24, 2014 (incorporated herein by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on February 23, 2015).10.11*Employment letter for Eric Klee dated June 15, 2012.10.12Employment Agreement of Kevin Hyson dated November 1, 2004 (incorporated herein by reference to Exhibit 10.24 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.13Amendment No. 1 to Employment Agreement of Kevin Hyson dated September 12, 2006 (incorporated herein by reference to Exhibit 10.25 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.14Amendment No. 2 to Employment Agreement of Kevin Hyson dated December 15, 2007 (incorporated herein by reference to Exhibit 10.26 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.15Amendment No. 3 to Employment Agreement of Kevin Hyson dated September 20, 2008 (incorporated herein by reference to Exhibit 10.27 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.16Amendment No. 4 to Employment Agreement of Kevin Hyson dated March 19, 2009 (incorporated herein by reference to Exhibit 10.28 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.17Amendment No. 5 to Employment Agreement of Kevin Hyson dated October 18, 2009 (incorporated herein by reference to Exhibit 10.29 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.18Amendment No. 6 to Employment Agreement of Kevin Hyson dated January 17, 2011 (incorporated herein by reference to Exhibit 10.30 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.19Amendment No. 7 to Employment Agreement of Kevin Hyson dated January 2, 2012 (incorporated herein by reference to Exhibit 10.31 to the Registration Statement on Form S-4 filed with the SEC on August 22, 2012).10.20Amendment No. 8 to Employment Agreement of Kevin Hyson dated as of January 20, 2013 (incorporated by reference to Exhibit 10.33 to the Registrant's Annual Report on Form 10-K, filed with the SEC on June 24, 2013).10.21Amendment No. 9 to Employment Agreement of Kevin Hyson dated as of January 2, 2014 (incorporated herein by reference to Exhibit 10.26 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.22*Amendment No. 10 to Employment Agreement of Kevin Hyson dated as of December 8, 2014.10.23Employment Agreement of David Bonnett dated April 1, 2002 (incorporated herein by reference to Exhibit 10.27 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.24Amendment No. 1 to Employment Agreement of David Bonnett dated April 1, 2005 (incorporated herein by reference to Exhibit 10.28 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).


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10.25Amendment No. 2 to Employment Agreement of David Bonnett dated August 1, 2005 (incorporated herein by reference to Exhibit 10.29 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.26Amendment No. 3 to Employment Agreement of David Bonnett dated February 23, 2006 (incorporated herein by reference to Exhibit 10.30 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.27Amendment No. 4 to Employment Agreement of David Bonnett dated April 4, 2006 (incorporated herein by reference to Exhibit 10.31 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.28Amendment No. 5 to Employment Agreement of David Bonnett dated April 1, 2007 (incorporated herein by reference to Exhibit 10.32 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.29Amendment No. 6 to Employment Agreement of David Bonnett dated November 27, 2007 (incorporated herein by reference to Exhibit 10.33 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.30Amendment No. 7 to Employment Agreement of David Bonnett dated March 19, 2009 (incorporated herein by reference to Exhibit 10.34 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.31Amendment No. 8 to Employment Agreement of David Bonnett dated October 18, 2009 (incorporated herein by reference to Exhibit 10.35 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.32Amendment No. 9 to Employment Agreement of David Bonnett dated January 10, 2010 (incorporated herein by reference to Exhibit 10.36 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.33Amendment No. 10 to Employment Agreement of David Bonnett dated January 10, 2010 (incorporated herein by reference to Exhibit 10.37 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.34Amendment No. 11 to Employment Agreement of David Bonnett dated November 1, 2011 (incorporated herein by reference to Exhibit 10.38 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.35Amendment No. 12 to Employment Agreement of David Bonnett dated January 2, 2014 (incorporated herein by reference to Exhibit 10.39 to the Registrant's Annual Report on Form 10-K filed with the SEC on August 15, 2014).10.36*Amendment No. 13 to Employment Agreement of David Bonnett dated January 2, 2015.31.1*Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.31.2*Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.32**Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).*Filed herewith.**Furnished herewith.





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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) 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.





AMERICAN MEDIA, INC.Dated:July 29, 2015by:/s/ David J. PeckerDavid J. PeckerChairman, Chief Executive Officer and President(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 date indicated.





SignatureTitleDate/s/ David J. PeckerChairman, Director, Chief Executive Officer and PresidentJuly 29, 2015David J. Pecker(Principal Executive Officer)/s/ Christopher V. PolimeniExecutive Vice President, Chief Financial Officer and TreasurerJuly 29, 2015Christopher V. Polimeni(Principal Financial and Accounting Officer)/s/ Evan RatnerDirectorJuly 29, 2015Evan Ratner/s/ Barry SchwartzDirectorJuly 29, 2015Barry Schwartz/s/ David R. HughesDirectorJuly 29, 2015David R. Hughes


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