Current Report Filing (8-k)
February 28 2018 - 5:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2018
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-32663
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86-0812139
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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20880 Stone Oak Pkwy.
San Antonio, Texas 78258
(Address of principal executive offices)
Registrants telephone number, including area code: (210)
832-3700
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of
this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On February 23, 2018, the Compensation Committee (the Compensation Committee) of the Board of Directors of Clear Channel
Outdoor Holdings, Inc. (the Company), approved bonus payments for the following named executive officers of the Company as described below.
Robert W. Pittman
. The Compensation Committee approved a bonus opportunity for Robert W. Pittman, the Companys Chairman and Chief
Executive Officer, under a new 2018 Key Incentive Bonus Plan (the 2018 KEIP), pursuant to which Mr. Pittman will be eligible to earn a target bonus for each calendar quarter of 2018 (the Quarterly Bonus) of $2,325,000.
The Compensation Committee approved payment of Mr. Pittmans Quarterly Bonus for the period ending March 31, 2018; provided that Mr. Pittman is required to repay the
after-tax
value of the
Quarterly Bonus if he were to be terminated for cause or voluntarily resign without good reason before March 31, 2019. In addition, the Compensation Committee accelerated the payments of bonuses Mr. Pittman
previously earned during 2016 ($500,000) and 2017 ($500,000) under the iHeartMedia, Inc. 2015 Supplemental Incentive Plan (the SIP). Mr. Pittman is required to repay the
after-tax
value of the
relevant portion of these SIP payments upon any termination of his employment if he would have forfeited such portion if payment of these SIP payments had not been accelerated.
Richard J. Bressler
. The Compensation Committee approved a bonus opportunity for Richard J. Bressler, the Companys President,
Chief Operating Officer and Chief Financial Officer, under the 2018 KEIP, pursuant to which Mr. Bressler will be eligible to earn a Quarterly Bonus for each calendar quarter of 2018 of $1,325,000. The Compensation Committee approved payment of
Mr. Bresslers Quarterly Bonus for the period ending March 31, 2018; provided that Mr. Bressler is required to repay the
after-tax
value of the Quarterly Bonus if he were to be terminated
for cause or voluntarily resign without good reason before March 31, 2019. In addition, the Compensation Committee accelerated the payments of bonuses Mr. Bressler previously earned during 2016 ($500,000) and 2017
($500,000) under the SIP. Mr. Bressler is required to repay the
after-tax
value of the relevant portion of these SIP payments upon any termination of his employment if he would have forfeited such portion
if payment of these SIP payments had not been accelerated.
Steven J. Macri
. The Compensation Committee approved a bonus
opportunity for Steven J. Macri, the Companys Senior Vice President, Corporate Finance, under the 2018 KEIP, pursuant to which Mr. Macri will be eligible to earn a Quarterly Bonus for each calendar quarter of 2018 of $275,000. The
Compensation Committee approved payment of Mr. Macris Quarterly Bonus for the period ending March 31, 2018; provided that Mr. Macri is required to repay the
after-tax
value of the
Quarterly Bonus if he were to be terminated for cause or voluntarily resign without good reason before March 31, 2019. In addition, the Compensation Committee accelerated the payments of bonuses Mr. Macri previously
earned during 2016 ($400,000) and 2017 ($400,000) under the SIP. Mr. Macri is required to repay the
after-tax
value of the relevant portion of these SIP payments upon any termination of his employment if
he would have forfeited such portion if payment of these SIP payments had not been accelerated.
All of the payments described above are
in addition to the bonuses the named executive officers will earn for 2017 performance under the plans in effect for 2017, and any SIP payments earned during 2015, all of which were paid in accordance with the terms of the agreements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
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Date: February 28, 2018
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By:
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/s/ Lauren E. Dean
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Lauren E. Dean
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Vice President, Associate General Counsel and
Assistant Secretary
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