Summary of EMMIS COMMUNICATIONS CORP

ITEM 1.01. Entry into a Material Definitive Agreement.

On November 2, 2012, Emmis Communications Corporation and certain of its subsidiaries (collectively, "Emmis") entered into an eighth amendment to its senior secured credit facility and a fourth amendment to its note purchase agreement. The amendments permit Emmis to acquire certain FM translators for up to $437,000 in the aggregate.

ITEM 5.07. Submission of Matters to a Vote of Security Holders

At the Annual Meeting of shareholders of Emmis Communications Corporation held on November 5, 2012, the following directors were elected, and the following additional proposals were voted upon and adopted:

Election of Directors by Common Shareholders:



                                     Shareholder Votes              Broker
            Director                For           Withheld        Non-Votes
            Susan B. Bayh*         8,930,184       3,045,894       15,314,119
            Gary L. Kaseff        56,543,181       2,659,737       15,314,119
            Patrick M. Walsh      56,431,960       2,770,958       15,314,119
            James M. Dubin        56,572,761       2,630,157       15,314,119

            *Class A Director




                                                          Shareholder Votes                    Broker
Proposal                                          For            Against       Abstain       Non-Votes
Proposal to approve the 2012 Equity
Compensation Plan.                              50,627,490       8,561,932       13,496       15,314,119




                                                           Shareholder Votes                  Broker
Proposal                                            For           Against      Abstain      Non-Votes
Proposal to ratify the selection of Ernst &
Young LLP as Emmis Communications
Corporation's independent registered public
accountants for the fiscal year ending

February 28, 2013 73,909,260 540,736 67,041 -