IHRTB iHeartMedia Inc (PK)

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 18, 2023, iHeartMedia, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s 2021 Long-Term Incentive Award Plan (the “2021 Plan”). The Amendment was adopted by the Board of Directors (the “Board”) on February 23, 2023, and became effective upon stockholder approval at the Annual Meeting.

The Amendment amends the 2021 Plan and makes the following changes to the 2021 Plan (as amended, the “Amended Plan”):

 

(i)

Increases the number of shares of the Company’s Class A common stock available by 13,000,000 shares, such that an aggregate of 19,000,000 shares of the Company’s Class A common stock are reserved for issuance under the Amended Plan;

 

(ii)

Increases the number of shares of the Company’s Class A common stock that may be granted as incentive stock options under the Amended Plan by 13,000,000 shares, such that an aggregate of 19,000,000 shares of the Company’s Class A common stock may be granted as incentive stock options under the Amended Plan; and

 

(iii)

Extends the right to grant awards under the Amended Plan through May 18, 2033; provided that incentive stock options may not be granted under the Amended Plan after March 28, 2033.

The terms and conditions of the Amended Plan are described in the section entitled “Proposal Five – Approval of an Amendment to the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2023. The foregoing description of the Amended Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders

As noted above, the Annual Meeting was held on May 18, 2023. A total of 90,840,867 shares of the Company’s Class A common stock were present electronically or represented by proxy at Annual Meeting, representing approximately 74.59% percent of the 121,780,024 shares of Class A common stock that were outstanding and entitled to vote at the Company’s Annual Meeting. The following are the voting results on proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 5, 2023.

Proposal 1 — Election of Robert W. Pittman, James A. Rasulo, Richard J. Bressler, Samuel E. Englebardt, Brad Gerstner, Cheryl Mills, Graciela Monteagudo and Kamakshi Sivaramakrishnan to the Company’s Board of Directors, each for a one-year term ending at the 2024 Annual Meeting of Stockholders.

 

NOMINEE		Votes FOR				Votes WITHHELD				Broker Non-Votes
Robert W. Pittman			80,250,956				1,662,554				8,927,357
James A. Rasulo			81,004,200				909,310				8,927,357
Richard J. Bressler			77,704,364				4,209,146				8,927,357
Samuel E. Englebardt			81,062,862				850,648				8,927,357
Brad Gerstner			81,639,604				273,906				8,927,357
Cheryl Mills			79,835,160				2,078,350				8,927,357
Graciela Monteagudo			81,164,494				749,016				8,927,357
Kamakshi Sivaramakrishnan			81,012,117				901,393				8,927,357

Proposal 2 — Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

 

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
90,315,906		502,987		21,974		0

Proposal 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

 

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
79,621,174		2,267,733		24,603		8,927,357

Proposal 4 — Approval, on an advisory (non-binding) basis, of the frequency of future advisory (non-binding) votes on the compensation of our named executive officers.

 

1 YEAR		2 YEARS		3 YEARS		Votes ABSTAINED		Broker Non-Votes
80,887,441		35,691		977,026		13,352		8,927,357

Proposal 5 — Approval of an amendment to the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan.

 

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
74,388,257		5,567,536		1,957,717		8,927,357

Based on the foregoing votes, Robert W. Pittman, James A. Rasulo, Richard J. Bressler, Samuel E. Englebardt, Brad Gerstner, Cheryl Mills, Graciela Monteagudo and Kamakshi Sivaramakrishnan were elected as directors, Proposals 2, 3 and 5 were approved, and “1 YEAR” was approved as the frequency of future advisory votes on the compensation of the Company’s named executive officers.

In light of this result for Proposal 4, which is consistent with the Board’s recommendation, the Company has determined to hold an advisory (non-binding) vote on executive compensation each year until such time as the next advisory (non-binding) vote regarding the frequency of advisory votes on executive compensation is submitted to the Company’s stockholders.

 

Item 9.01

Financial Statements and Exhibits

 

Exhibit     No.		Description
10.1		Amendment to the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan, effective May 18, 2023.
104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

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