Current Report Filing (8-k)
October 21 2019 - 4:18PM
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): October 15, 2019
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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88-0318078
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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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4830 North Loop 1604W, Suite 111
San Antonio, Texas 78249
(Address of principal executive offices)
Registrants telephone number, including area code: (210) 547-8800
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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock
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CCO
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New York Stock Exchange
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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 October 15, 2019, the Compensation Committee of the Board of
Directors of Clear Channel Outdoor Holdings, Inc. (the Company) approved grants of restricted stock units (RSUs) and performance stock units (PSUs) to certain of its employees, including to the named executive
officers as follows:
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Name
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Number of RSUs
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Number of PSUs (at target)
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Brian D. Coleman
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168,750
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170,168
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Jason A. Dilger
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28,125
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28,361
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C. William Eccleshare
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312,500
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315,126
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Lynn A. Feldman
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131,250
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132,352
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Scott Wells
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250,000
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252,100
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The RSUs vest in three equal annual installments on each of April 1, 2020, April 1, 2021 and
April 1, 2022, provided that the recipient is still employed by or providing services to the Company on each vesting date. If the recipients employment or service is terminated due to death or disability, the RSUs will automatically vest
in full. If the recipients employment or service is terminated due to retirement, any RSUs which would have vested in the ordinary course during the 12-month period following such retirement will vest immediately. If the recipients
employment or service is terminated for any other reason, the unvested portion of the RSUs will be immediately forfeited without consideration. If the recipients employment or service is terminated without cause within 12 months following
a change in control, then 100% of the unvested portion of the RSUs will become immediately vested.
The RSUs were granted pursuant to the
form of RSU award agreement attached as Exhibit 10.1 to this Current Report on Form 8-K.
The
PSUs will vest and become earned based on the achievement of the Companys total shareholder return relative to the Companys peer group (the Relative TSR) over a performance period commencing on October 1, 2019 and ending
on March 31, 2022 (the Performance Period). If the Company achieves Relative TSR at the 90th percentile or higher, the PSUs will be earned at 150% of the target number of shares. If the Company achieves Relative TSR at the 60th
percentile, the PSU will be earned at 100% of the target number of shares. If the Company achieves Relative TSR at the 30th percentile, the PSUs will be earned at 50% of the target number of shares. To the extent Relative TSR is between vesting
levels, the portion of the PSUs that become vested will be determined using straight line interpolation.
If the recipients
employment or service is terminated due to death or disability, the PSUs will vest at the target number of shares. If the recipients employment or service is terminated due to retirement, a pro rata portion of the target number of shares will
remain eligible to vest and become earned based on the achievement of the performance condition over the Performance Period. If the recipients employment or service is terminated for any other reason, the unvested portion of the PSUs will be
immediately forfeited without consideration. If the recipients employment or service relationship with the Company is terminating without cause within 12 months following a change in control, then 100% of the unvested portion of the RSU
will become immediately vested at the target number of shares.
The PSUs were granted pursuant to the form of PSU award agreement attached
as Exhibit 10.2 to this Current Report on Form 8-K.
Item 9.01
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Financial Statements and Exhibits.
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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: October 21, 2019
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By:
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/s/ Brian D. Coleman
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Brian D. Coleman
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Chief Financial Officer and Treasurer
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