UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant   ☐

Check the appropriate box:

Clear Channel Outdoor Holdings, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Dear Fellow Stockholders:

On behalf of Clear Channel Outdoor Holdings, Inc.’s Board of Directors, it is our pleasure to invite you to our annual meeting of stockholders.

The past year brought unprecedented challenges to all of us as we adjusted to the many impacts of the COVID-19 pandemic. In response, we took a range of steps to protect and enhance our operations with the aim of maximizing our performance near-term, while continuing to position our organization for success well into the future. We strengthened our liquidity, addressed our cost base and adjusted our sales approaches, while continuing to invest in our digital platform and data analytics products.

As a result, we believe we are well-positioned to return to growth as the worldwide recovery takes hold and we emerge from the pandemic. With the support of our board of directors and talented and committed team of employees, we remain focused on pursuing our ongoing priorities of revenue expansion, debt reduction, free cash flow generation and investments in profitable growth.

Thank you for your continued support and confidence in Clear Channel Outdoor. We hope you will join us for our Annual Meeting webcast on May 5, 2021.

Sincerely,

2017 ANNUAL MEETING OF STOCKHOLDERS

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

TABLE OF CONTENTSTable of Contents

				Notice and Proxy Statement 2021

Proxy Statement Summary

This summary highlights information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before you vote.

2021 Annual Meeting Information

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEDate and Time: Wednesday, May 5, 2021 at 9:00 a.m. Eastern Time		Location: www.meetingcenter.io/241105734		Record Date: March 9, 2021		Proxy Mail Date: On or about March 24, 2021

HOW TO VOTE

ANNUAL MEETING AGENDA AND VOTE RECOMMENDATIONS

In this Proxy Statement, “we,” “our,” “us,” “Clear Channel Outdoor” and the “Company” refer to Clear Channel Outdoor Holdings, Inc. and the “Annual Meeting” refers to the 2021 Annual Meeting of Stockholders. We first made this Proxy Statement and form of proxy card available to stockholders on or about March 24, 2021.

2020 BUSINESS HIGHLIGHTS

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DIRECTOR NOMINEES

Below is information about each of our Director nominees:

AC = Audit Committee

CC = Compensation Committee

NCGC = Nominating and Corporate Governance Committee

CORPORATE GOVERNANCE HIGHLIGHTS

The Board of Directors (the “Board”) of Clear Channel Outdoor believes that good governance is key to achieving long-term stockholder value, and that the Company’s long-term success requires the Company’s commitment to a robust framework of guidelines and practices that serves the best interest of the Company and all of our stockholders. Below are some key highlights of our corporate governance framework:

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CORPORATE SOCIAL RESPONSIBILITY

Clear Channel Outdoor’s Board and management team are committed to the Company’s guiding principle of making a difference in the communities we serve. Clear Channel Outdoor strives to behave ethically and responsibly as a company, an employer and business partner, and we endeavor to use our resources and products to drive meaningful change. We believe addressing the challenges that affect people’s daily lives is critical for influencing greater societal change. In furtherance of our goal to drive change, we donate public service advertising (PSA) on an annual basis to nonprofit and governmental organizations for their use in communicating information that positively affects the lives of those within our communities. In addition, our support extends to both local and national organizations as they:

This collaboration works to inspire citizens to make a difference within their own communities, and helps us to meet our commitment to being a responsible business, which creates value for our clients, our communities, our people and, ultimately, our stockholders.

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Commitment to Environmental Sustainability

We are focused on operating our business in ways that minimize the potential for causing harm to the environment, and as part of our Global Environmental Program, we are committed to Carbon Net Zero by 2050 (with many of our business units on target to reach this goal by 2030) and are committed to employing ecologically friendly materials and operational procedures.

Ethics and Compliance

Clear Channel Outdoor is committed to maintaining the highest standards of compliance, ethics, honesty, openness and accountability in our business operations. We maintain a Code of Business Conduct & Ethics (the “Code”) that sets forth standards for our officers, directors, employees, interns, contractors and agents throughout our corporate structure. Training on the Code is mandatory upon employment, and we require completion of additional trainings covering certain topics contained in the Code on a periodic basis. Highlights from our Code, and its underlying policies and procedures, include:

In addition, we maintain a Compliance and Privacy Office which sets standards and controls across the Company relating to corporate social responsibility, financial and economic crime controls, transparency, integrity and the mitigation of compliance risk, and we require that our leaders regularly report fraud risk and adhere to the standards that we set. We reflect our understanding of compliance risk through regular risk assessment, audit and assurance processes.

We are also committed to safeguarding and maintaining the privacy of personal information (“PII”) and honor CCPA, GDPR, and data privacy rights requests. Our Privacy Office maintains policies, procedures and training to ensure we protect PII wherever we may process or control it, and our websites include Privacy & Cookie Notices describing how we collect, protect, store, use, anonymize, aggregate and/or dispose of personal information automatically collected and/or voluntarily provided, and offer those with privacy concerns the right to object to any processing, change their PII or to request that we do not sell their PII. We honor their requests within legally prescribed time frames. In addition, we subject our supply chain to data privacy impact assessments where appropriate.

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OUR PEOPLE

Advancing Diversity and Inclusion

Clear Channel Outdoor is an equal opportunity employer and is committed to providing a work environment that is free of discrimination and harassment. We respect and embrace diversity of thought and experience and believe that a diverse workforce produces more innovative insights and solutions, resulting in better products and services for our customers. As we bring brands face-to-face with people, we believe our teams need to be as diverse in their composition and outlook as the audiences we reach every day, and we work together to create an inclusive environment where everyone can bring their true selves to work.

We have an ongoing priority to enhance diversity of our workforce and have implemented diversity and inclusion strategies across our global business. Amidst calls for sociopolitical change we have seen play out in all corners of the world, we have reinforced our commitment to our people and to promoting diversity and inclusion, as well as the need to do more to continue improving and evolving as an organization. In an effort to further promote a diverse and inclusive environment, we have launched the Executive Diversity Advisory Council in the U.S., implemented the International Fairness program in Europe and Latin America, and surveyed employees globally to gather insights on diversity and inclusion preferences to help guide and prioritize our efforts.

Commitment to Safety and Wellness

Safety is one of our core values, and we are committed to providing our employees with a safe workplace and prioritizing the physical and mental health and well-being of our employees. One of the ways in which we do this is by offering an Employee Assistance Program (“EAP”), which gives employees access to licensed professional counselors and other specialists at no cost for help with balancing work and life issues. We have also implemented an Employee Relief Fund to help employees facing financial hardship immediately after a disaster or during unanticipated and unavoidable personal emergencies.

In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of our employees and the communities in which we operate and which comply with government regulations. This included transitioning the vast majority of our employees to work-from-home for a large portion of 2020, while implementing additional safety measures for employees continuing critical on-site work. In recent months, we have started to execute on our phased Return-to-Office plan on an office-by-office basis, ensuring compliance with applicable regulations as well as local health authority guidance and implementing robust safety procedures and protocols to protect our employees. Given the evolving-nature of COVID-19 developments, our Return-to-Office plan is nimble, allowing each office the flexibility to return to work-from-home directives as necessary based on local conditions.

In line with our priority of protecting the safety, health and well-being of our employees, we surveyed our employees in May 2020 to determine how we could more effectively provide support. This survey, administered by a third party, focused on the following areas: concern and connection; virtual work effectiveness; senior leadership response and communication; and employee wellness, health and safety. Utilizing the results of this survey, we developed an action plan to help our employees face the challenges of COVID-19 and remain engaged and productive, including communicating the availability of counseling under the EAP through company-wide notifications and HR portal updates, providing COVID-19 related resources on locating vaccines, work from home health tips and COVID-19 trainings, among other things, and regular communication of our progress through all-hands meetings, regional and departmental meetings and other forms of communication.

Compensation and Benefits Programs

Our compensation and benefits programs are designed to attract and reward talented individuals who possess the skills necessary to support our business objectives, assist in the achievement of our strategic goals and create long-term value for our stockholders. We provide employees with compensation packages that include base salary and annual incentive bonuses tied to Company and division performance, in line with our pay-for-performance philosophy. Our sales employees are incentivized through sales commission programs, with our highest performing individuals further awarded through formal recognition programs. Our executives and certain other employees receive long-term equity awards that vest based on our relative total shareholder return or over a defined period. We believe

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GENERAL

that a compensation program with both short-term and long-term awards provides fair and competitive compensation and aligns employee and stockholder interests.

We also provide our employees and their families with access to a variety of healthcare and insurance benefits, qualified spending accounts, retirement savings plans and various other benefits.

EXECUTIVE COMPENSATION HIGHLIGHTS

Our Compensation Committee, with support from our independent compensation consultant, periodically evaluates our compensation practices to ensure they support the objectives of our business, align with market practice and provide incentive to deliver key financial metrics that are explicitly linked with stockholder value creation. Certain highlights for 2020 include:

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PROXY STATEMENTClear Channel Outdoor Holdings, Inc.

2021 Proxy Statement

This proxy statement contains information related to the annual meeting of stockholders of Clear Channel Outdoor Holdings, Inc. (referred to herein as “Clear Channel Outdoor,” “CCOH,” “Company,” “we,” “our” or “us”) to be held on Friday,Wednesday, May 26, 2017,5, 2021, beginning at 9:00 a.m. local time, in the Texas A BallroomEastern Time, at the Hilton San Antonio Airport, located at 611 NW Loop 410, San Antonio, Texas 78216,www.meetingcenter.io/241105734, and at any postponements or adjournments thereof. ThisOn or about March 24, 2021, we will begin to mail to our stockholders either a notice containing instructions on how to access this proxy statement is first being sent to stockholders onand our annual report online, or about April 21, 2017.a printed copy of these proxy materials. The Company will bear the costs of preparing and mailing thisthe proxy statementmaterials and other costs of the proxy solicitation made by the Board of Directors of Clear Channel Outdoor (the “Board”).

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Q:	What is the difference between holding shares as a stockholder of record and as a beneficial owner? WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A STOCKHOLDER OF RECORD AND AS A BENEFICIAL OWNER?

				Notice and Proxy Statement 2021        1

Stockholder of Record:Record: If your shares are registered directly in your name with Clear Channel Outdoor’s transfer agent, Computershare, you are considered, with respect to those shares, the stockholder of record, and these proxy materials are being sent directly to you by Computershare on behalf of Clear Channel Outdoor. As the stockholder of record, you have the right to grant your voting proxy directly to Clear Channel Outdoor or to vote in person atduring the annual meeting. Clear Channel Outdoor has enclosed a proxy card for you to use. Please sign and return your proxy card.

Beneficial Owner:Owner: If your shares are held in a stock brokerage account or by a bankbroker or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker on how to vote and also are invited to attend the annual meeting.meeting webcast. However, since you are not the stockholder of record, you may not vote these shares in person atduring the annual meeting, unless you obtain and present at the meeting a signedlegal proxy from the record holderyour broker, bank or other nominee giving you the right to vote the shares. Your broker or nominee has enclosed a voting instruction cardshares and register for you to usethe meeting in directingaccordance with the broker or nominee regarding how to vote your shares. Please sign and return your voting instruction card.instructions set forth below.

As described above, if you do not provide your broker with voting instructions and the broker is not permitted to vote your shares on a proposal, a “broker non-vote” occurs. Broker non-votes will be counted for purposes of establishing a quorum at the annual meeting and will have no effect on the vote on any of the proposals at the annual meeting.

Clear Channel Outdoor recommends that you also submit your proxy as described below so that your vote will be counted if you later decide not in person. You are entitled to attend the annual meeting. You may request that your previously submitted proxy card not be used if you desire to voteparticipate in person when you attend the annual meeting. Shares held in “street name” may be voted in person by you at the annual meeting only if you obtain and present atwere a stockholder of record of Clear Channel Outdoor as of the meetingclose of business on the record date, or if you hold a signedlegal proxy from the record holder giving you the right to vote the shares. Your vote is important. Accordingly, you are urged to sign and return the accompanying proxy card whether or not you plan to attendfor the annual meeting.

Stockholder of Record: You will be able to listen to the annual meeting, submit questions and vote by going to www.meetingcenter.io/241105734 and clicking on “I have a Control Number.” The password for the meeting is CCO2021.

Beneficial Owner:If you planwish to attend the annual meeting, please note that space limitations make it necessaryyou must register in advance. See “HOW DO I REGISTER TO ATTEND THE ANNUAL MEETING?” below.

We encourage you to limit attendanceaccess the meeting website prior to stockholders and one guest per each stockholder. Admissionthe start time to theallow ample time for check in. The virtual annual meeting will be on a first-come, first-served basis. Registration and seating will begin promptly at 8:459:00 a.m. local time. Each stockholder may be asked to present valid picture identification, such as a driver’s license or passport. Stockholders holding stock in brokerage accounts (“street name” holders) will need to bring a copy of a brokerage statement reflecting stock ownership as of the Record Date. Cameras (including mobile telephones with photographic capabilities), recording devices and other electronic devices will not be permitted at the annual meeting.Eastern Time.

For participants

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Beneficial Owner: If you wish to register to attend the annual meeting, you must provide our transfer agent, Computershare Trust Company, N.A. (“Computershare”) with your name, email address and a copy of a legal proxy from your broker, bank or other nominee reflecting your beneficial stock ownership in the 401(k) plan who own shares of Clear Channel Outdoor through the plan, the plan permits you to direct the plan trustee on how to vote the Clear Channel Outdoor shares allocated to your account. Your instructions to the plan trustee regarding how to vote your shares will be delivered via the enclosed proxy card. Your proxy card for shares held in the 401(k)Outdoor. Registration requests must be in writing and be mailed to:

By Regular Mail

PO BOX 505000

Louisville, KY 40233-5000

UNITED STATES

By Overnight Delivery

462 South 4th Street

Suite 1600

Louisville, KY 40233-5000

UNITED STATES

Requests for registration must be labeled “Legal Proxy” and be received by 11:59no later than 5:00 p.m., Eastern Time, on May 23, 2017. The trusteeApril 30, 2021. You will vote shares as to which no instructions are received in proportion to voting directions received by the trusteereceive an email from all plan participants who vote.Computershare acknowledging your registration along with a Control Number.

If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your broker, bank, or other nominee on how to submit voting instructions.

If you abstain from voting on the advisory vote on the frequency of future advisory votes on executive compensation, it will have no effect on the outcome of the vote on that proposal.

If you abstain from voting on (1)(i) the approval of an advisory resolution on executive compensation, (2)(ii) the approval of the adoption of the Clear Channel Outdoor Holdings, Inc. 2012 Second Amended and Restated StockEquity Incentive Plan, and (3)or (iii) the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2017,2021, it will have the same effect as a vote “against” these proposals.this proposal.

Abstentions are counted as present for purposes of determining a quorum.

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THE BOARD OF DIRECTORSThe Board of Directors and Corporate Governance

Our Board which currently consists of eight members, is responsible for overseeing the direction of Clear Channel Outdoor and for establishing broad corporate policies. However, in accordance with corporate legal

principles, it is not involved in day-to-day operating details. Members of the Board are kept informed of Clear Channel Outdoor’s business through discussions with the Chairman and Chief Executive Officer, the Chief Financial Officer and other executive officers, by reviewing analyses and reports sent to them, by receiving updates from Board committees and by otherwise participating in Board and committee meetings.

Our director, Christopher M. Temple, has not been nominated for re-election toBoard is currently comprised of nine directors, including C. William Eccleshare, our Board at the annual meeting but will continue to serve until the annual meeting. Clear Channel Outdoor has not identified a successor to fill Mr. Temple’s Board seat, but intends to nominate a successor as promptly as practicable after it identifies an appropriate candidate for the BoardChief Executive Officer, John Dionne, Lisa Hammitt, Andrew Hobson, Thomas C. King, Joe Marchese, W. Benjamin Moreland, Mary Teresa Rainey and the Audit Committee. If Clear Channel Outdoor identifies an appropriate candidate prior to the annual meeting, Clear Channel Outdoor intends to supplement this proxy statement with an additional proposal to consider the new nominee and mail the supplement and an amended proxy card to stockholders to vote on the election of the new nominee at the annual meeting. If Clear Channel Outdoor does not identify an appropriate candidate prior to the annual meeting, our Board intends to fill the vacancy on the Board and the Audit Committee as promptly as practicable after the annual meeting. If Mr. Temple’s successor is not elected at the annual meeting, the Audit Committee will consist of the two remaining members, and Clear Channel Outdoor will cease to be in compliance with Section 303A.07(a) of the NYSE listing standards after the annual meeting because the Audit Committee will not consist of three members until a third independent director is appointed to fill the vacancy on the Board and the Audit Committee.Jinhy Yoon.

COMPOSITION OF THE BOARD OF DIRECTORS

Our Board is currently divided into three classes serving staggered three-yearthree year terms. At eachOur amended certificate of incorporation provides for a phase out of the classification of the Board. Directors elected at this annual meeting will be elected for a two-year term expiring at our 2023 annual meeting of stockholders. Directors elected at our 2022 annual meeting of stockholders directors will be elected for a one-year term expiring at our 2023 annual meeting of stockholders.

From and after our 2023 annual meeting of the stockholders, the Board will no longer be classified and each director will be elected for a one-year term. In case of any increase or decrease, from time to succeedtime, in the classnumber of directors whose terms have expired. As longprior to our 2023 annual meeting of stockholders, other than those who may be elected by the holders of any series of preferred stock under specified circumstances, the number of directors added to or eliminated from each class will be apportioned so that the number of directors in each class thereafter shall be as iHeartMedia continues to indirectly own sharesnearly equal as possible, but in no case will a decrease in the number of our common stock representing more than 50%directors constituting the Board shorten the term of the total voting power of our common stock, it will have the ability to direct the election of all the members of our Board, the composition of our Board committees and the size of the Board.any incumbent director.

Because iHeartMedia controls more than 50% of the voting power of Clear Channel Outdoor, we have elected to be treated as a “controlled company” under the NYSE’s Corporate Governance Standards. Accordingly, we are exempt from the provisions of the Corporate Governance Standards requiring that: (1) a majority of our Board consists of independent directors; (2) we have a nominating and governance committee composed entirely of independent directors and governed by a written charter addressing the nominating and governance committee’s purpose and responsibilities; and (3) we have a compensation committee composed entirely of independent directors with a written charter addressing the compensation committee’s purpose and responsibilities. However, notwithstanding this exemption, as described more fully below, we have a Compensation Committee composed entirely of independent directors with a written charter addressing the Compensation Committee’s purpose and responsibilities.

BOARD MEETINGS

During 2016,In 2020, the Board held sixteen meetings.15 meetings and also acted by written consent. All of Clear Channel Outdoor’sour incumbent directors attended at least 75% of the aggregate of all meetings of the Board held during the periods in which they served during 2016.2020. All of Clear Channel Outdoor’sour incumbent directors also attended at least 75% of the aggregate of all meetings of the Board committees on which they served during 2016.2020.

STOCKHOLDER MEETING ATTENDANCE

Clear Channel Outdoor encourages, but does not require, directors to attend the annual meeting of stockholders. NoneAll of theour directors attended the annual meeting of stockholders in 2016.

INDEPENDENCE OF DIRECTORS

TheOur Board currently consists of nine directors, one of whom currently serves as our Chief Executive Officer. For a director to be independent, the Board must determine that such director does not have any direct or indirect material relationship with Clear Channel Outdoor. Pursuant to our governance guidelines (the “Governance Guidelines”), the Board has adopted a setundertaken its annual review of Governance Guidelines addressing, among other things, standards for evaluating the independence of Clear Channel Outdoor’s directors. The full text of the Governance Guidelines can be found on the investor relations section of Clear Channel Outdoor’s website at www.clearchanneloutdoor.com.director independence.

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The Board has adopted the following standards for determining the independence of its members:

The above independence standards conform to, or are more exacting than, the director independence requirements of the NYSE applicable to Clear Channel Outdoor. The above independence standards are set forth on Appendix A of the Governance Guidelines.

Our Board currently consists of eight directors, one of whom currently serves as our Chairman and Chief Executive Officer. For a director to be independent, the Board must determine that such director does not have any direct or indirect material relationship with Clear Channel Outdoor. Pursuant to the Governance Guidelines, the Board has undertaken its annual review of director independence.

OurThe Board has affirmatively determined that Douglas L. Jacobs, Christopher M. Temple,all current directors (other than Mr. Eccleshare and Dale W. TremblayMs. Yoon) are independent under the listing standards of the NYSE, as well as Clear Channel Outdoor’s independence standards set forth above. In addition, the Board has determined that each member ofcurrently serving on the Compensation Committee is independent under the heightened independence standards for compensation committee members under the listing standards of the NYSE and the rules and regulations of the SEC, and that each member ofcurrently serving on the Audit Committee is independent under the heightened independence standards required for audit committee members by the listing standards of the NYSE and the rules and regulations of the SEC. In making these determinations, ourthe Board reviewed information provided by the directors and by Clear Channel Outdoor with regard to the directors’ business and personal activities as they relate to Clear Channel Outdoor and its affiliates. In the ordinary course of business during 2016, we2020, Clear Channel Outdoor entered into purchase and sale transactions for

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products and services with certain entities affiliated with members of ourthe Board, as described below, and the following transactions were considered by ourthe Board in making their independence determinations with respect to Messrs. Jacobs, TempleMr. Dionne, Mr. Marchese, Mr. Hobson and Tremblay:Mr. Moreland:

All of the payments described above are for arms-length, ordinary course of business transactions and we generally expect transactions of a similar nature to occur during 2017. Our2021. The Board has concluded that such transactions or relationships do not impair the independence of the director.directors.

The rules of the NYSE require that non-management or independent directors of a listed company meet periodically in executive sessions. In addition, the rules of the NYSE require listed companies to schedule an executive session including only independent directors at least once a year. Clear Channel Outdoor’s independent directors met separately in executive session at least one time during 2016.2020.

The Board has created the office of Presiding Director to serve as the lead non-management director of the Board. The office of the Presiding Director at all times will be held by an “independent” director, as that term is defined from time to time by the listing standards of the NYSE and as determined by the Board in accordance with the Board’s Governance Guidelines. The Presiding Director has the power and authority to do the following:

The Presiding Director position is rotated among the independent directors, in alphabetical order of last name, effective the first day of each calendar quarter. As of the date of this proxy statement, Christopher M. Temple is serving as the Presiding Director. We currently expect that Dale W. Tremblay will replace Mr. Temple as the Presiding Director as of the date of the annual meeting.

COMMITTEES OF THE BOARD

The Board historically has had twothree standing committees: (i) the Audit Committee, and(ii) the Compensation Committee and (iii) the Nominating and Corporate Governance Committee. Each committee hasconsists solely of independent directors and is governed by a written charter, which guides its operations.charter. The writtencommittee charters of the Audit Committee and the Compensation Committee are available on Clear Channel Outdoor’sour website at www.clearchanneloutdoor.com.

On October 19, 2013, in accordance with the terms of the settlement of certain derivative litigation relating to a promissory note (the “Due from iHeartCommunications Note”) between iHeartCommunications, Inc., our indirect parent entity (“iHeartCommunications”), as maker, and Clear Channel Outdoor, as payee, our Board established an Intercompany Note Committee of the Board for the specific purpose of monitoring the Due from iHeartCommunications Note. The Intercompany Note Committee has the non-exclusive authority pursuant to the committee’s charter approved as part of the settlement to demand repayment under the Due from iHeartCommunications Note under certain circumstances related to iHeartCommunications’ liquidity or the amount outstanding under the Due from iHeartCommunications Note as long as the committee declares a simultaneous dividend equal to the amount so demanded. The Intercompany Note Committee receives monthly and annual reports from management pursuant to the committee’s charter and the Intercompany Note Committee has the authority to retain, at Clear Channel Outdoor’s expense, independent counsel and an independent financial advisor as the Intercompany Note Committee deems appropriate in order to perform its responsibilities.www.investor.clearchannel.com.

The table below sets forthprovides membership information for each committee of the current membersBoard as of each of these committees.December 31, 2020:

Board Committee Membership

Director Name

Audit Committee

Compensation   Committee

Nominating and Corporate Governance Committee

C. William Eccleshare

John Dionne

Lisa Hammitt

Andrew Hobson

Thomas C. King

Joe Marchese

W. Benjamin Moreland

«

Mary Teresa Rainey

Jinhy Yoon

2020 Meetings Held

8

7

4

« = Chair of the Board                 = Committee Chair                 = Committee member

Name		Audit         Committee		Compensation         Committee		Intercompany     Note Committee
Douglas L. Jacobs		*X		X		X
Christopher M. Temple(1)		X				*X
Dale W. Tremblay		X		*X		X

* = Chairman

X = Committee member

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The Audit Committee

The Audit Committee

consists of Andrew Hobson, Mary Teresa Rainey and John Dionne, each of whom is independent as defined under the rules of the NYSE and Rule 10A-3 of the Exchange Act. Andrew Hobson has been designated as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.The Audit Committee assists the Board in its oversight of the quality and integrity of the accounting, auditing and financial reporting practices of Clear Channel Outdoor. Douglas L. Jacobs has been designated by our Board as an “Audit Committee Financial Expert,” as defined by the SEC. Mr. Jacobs also serves on the audit committees of three other public companies. Our Board has determined that such simultaneous service on these other audit committees and on our Audit Committee would not impair the ability of Mr. Jacobs to serve effectively on our Audit Committee. The Audit Committee met four times during 2016. All current members of the Audit Committee are independent as defined by the listing standards of the NYSE and Clear Channel Outdoor’s independence standards and satisfy the other requirements for audit committee membership, including the heightened independence standards, of the NYSE and the SEC.

The Audit Committee’s primary responsibilities, which are discussed in detail within its charter, include the following, subject to the consent of our corporate parent:following:

The full text of the Audit Committee’s charter can be found on our website at www.clearchanneloutdoor.com.www.investor.clearchannel.com.

The Compensation Committee

The Compensation Committee

consists of Thomas C. King, Lisa Hammitt and Joe Marchese, each of whom is independent under the rules of the NYSE and further qualifies as a non-employee director for purposes of Rule 16b-3 under the Exchange Act. The members of the Compensation Committee are not current or former employees of Clear Channel Outdoor, are not eligible to participate in any of Clear Channel Outdoor’s executive compensation programs, do not receive compensation that would impair their ability to make independent judgments about executive compensation, and are not “affiliates” of the Company, as defined under Rule 10c-1 under the Exchange Act. The Compensation Committee administers Clear Channel Outdoor’s incentive-compensation plans and equity-based plans, determines compensation arrangements for all executive officers other than our current Chairman and Chief Executive Officer (our former Executive Chairman), Chief Financial Officer, Senior Vice President—Corporate Finance, General Counsel and Chief Accounting Officer, and makes recommendations to the Board concerning compensation for directors of Clear Channel Outdoor and its subsidiaries.our directors. The Compensation Discussion and Analysis section of this proxy statement provides additional details regarding the basis on which the Compensation Committee determines executive compensation.

The Compensation Committee’s primary purposes, which are discussed in detail within its charter, are to:

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The Compensation Committee has the ability, under its charter, to select and retain, at the expense of Clear Channel Outdoor, independent legal and financial counsel and other consultants necessary to assist the Compensation Committee as the Compensation Committee may deem appropriate, in its sole discretion. The Compensation Committee also has the authority to select and retain any compensation consultant to be used to survey the compensation practices in Clear Channel Outdoor’s industry and to provide advice so that Clear Channel Outdoor can maintain its competitive ability to recruit and retain highly qualified personnel. The Compensation Committee has the sole authority to approve related fees and retention terms for any of its counsel and consultants.

The Compensation Committee’s primary purposes, which are discussed in detail within its charter, are to:

Our current Chairman and Chief Executive Officer (our former Executive Chairman), Chief Financial Officer, General Counsel, Chief Accounting Officer and Senior Vice President—Corporate Finance simultaneously hold the same positions at iHeartCommunications and iHeartMedia, our indirect parent entities. The compensation of those officers is set by the board of directors and the Compensation Committee of the board of directors of iHeartMedia, and we are allocated a portion of the cost of the services of certain of those officers pursuant to the Corporate Services Agreement, dated November 16, 2005, by and between iHeartMedia Management Services, Inc.consultant, Willis Towers Watson (“iHMMS”Willis”), an indirect subsidiary of iHeartMediato provide executive compensation benchmarking data, and us (the “Corporate Services Agreement”). Accordingly, our Compensation Committee charter does not govern theincentive and retention compensation arrangements, policies and practices of our current Chairman and Chief Executive Officer (our former Executive Chairman), Chief Financial Officer, General Counsel, Chief Accounting Officer and Senior Vice President—Corporate Finance. The term “executive officer” used above in the description of the Compensation Committee’s purposes refers to our employees (other than our current Chairman and Chief Executive Officer (our former Executive Chairman), Chief Financial Officer, General Counsel, Chief Accounting Officer and Senior Vice President—Corporate Finance) who are (1) subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), governing insider trading reporting or (2) covered by the regulations under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), governing qualified performance-based compensation. See the Compensation Discussion and Analysis section of this proxy statement.design advice. The Compensation Committee has the authority to delegaterequested and evaluated responses from Willis addressing its responsibilities to subcommittees if the Compensation Committee determines such delegation would beindependence in the bestaccordance with applicable NYSE rules and concluded that Willis’ work does not raise any conflict of interest of Clear Channel Outdoor.or independence concerns.

The full text of the Compensation Committee’s charter can be found on our website at www.clearchanneloutdoor.com.

The Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of Mary Teresa Rainey, Joe Marchese, Lisa Hammitt and John Dionne, each of whom is independent under the rules of the NYSE. The Nominating and Corporate Governance Committee’s primary responsibilities, which are discussed in detail within its charter, include the following:

The full text of the Nominating and Corporate Governance Committee’s charter can be found on our website at www.investor.clearchannel.com.

DIRECTOR NOMINATING PROCEDURES

The Board oversees the identificationNominating and consideration of candidates for membership on the Board, and each member of the Board participates in this process. It is the view of the Board that this function has been performed effectively by the Board, and that it is appropriate for Clear Channel Outdoor not to have a separate nominating committee or charter for this purpose.

The BoardCorporate Governance Committee is responsible for identifying individuals qualified to become Board members, developing qualification standards and other criteria for selecting nominees and reviewing background information for candidates for the Board, including those recommended by stockholders. OurThe Nominating and Corporate Governance Committee believes that all directors playmust, at a critical roleminimum, meet the criteria set forth in guiding Clear Channel Outdoor’s strategic directionthe Corporate Governance Guidelines, which specify, among other things, that the Board of the Company seeks members from diverse professional backgrounds who combine a broad spectrum of experience and overseeing the management of Clear Channel Outdoor. Clear Channel Outdoor does not haveexpertise with a formal policy with regard to the consideration of diversity in identifying director nominees, but thereputation for integrity. The Board strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess the appropriate mix of experience, skills and expertise to oversee Clear Channel Outdoor’sthe Company’s businesses. Director candidates shouldDirectors should: (i) have experience in positions with a high degree of responsibility,responsibility; (ii) be leaders in the organizations with which they are affiliated andaffiliated; (iii) have the time, energy, interest and willingness to serve as a member of the Board.Board; and (iv) be selected based upon contributions they can make to the Board and management. Our directors play a critical role in guiding our strategic direction and overseeing our management. The BoardNominating and Corporate Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of our business and represent stockholder interests through the exercise of sound judgment using its

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diversity of experience. The BoardNominating and Corporate Governance Committee evaluates each incumbent director to determine whether he or she should be nominated to stand for re-election, based on the types of criteria outlined above as well as the director’s contributions to the Board during their current term.

The BoardNominating and Corporate Governance Committee will consider as potential nominees individuals properly recommended by stockholders. Recommendations concerning individuals proposed for consideration should be addressed to the Board, c/o Secretary, Clear Channel Outdoor Holdings, Inc., 200 East Basse Road,4830 North Loop 1604W, Suite 100,111, San Antonio, Texas 78209.78249. Each recommendation should include a personal biography of the suggested nominee, an indication of the background or experience that qualifies the person for consideration and a statement that the person has agreed to serve if nominated and elected. The Board evaluates candidates recommended by stockholders in the same manner in which it evaluates other nominees. Stockholders who themselves wish to effectively nominate a person for election to the Board, as contrasted with recommending a potential nominee to the Board for its consideration, are required to comply with the advance notice and other requirements set forth in our bylaws, as described below under “Stockholder Proposals for 2018 Annual Meeting and Advance Notice Procedures.”bylaws.

Our director, Christopher M. Temple, has not been nominated for re-election to our Board at the annual meeting but will continue to serve until the annual meeting.

BOARD LEADERSHIP STRUCTURE

On October 2, 2011, Robert W. Pittman was appointedThe Board exercises its discretion in combining or separating the position of chair and CEO as it deems appropriate in light of prevailing circumstances. Mr. Eccleshare currently serves as our Executive ChairmanCEO and Mr. Moreland currently serves as our independent Chair of the Board. The CEO is responsible for the strategic direction, day-to-day leadership and performance of the Company, while the Chair of the Board provides overall leadership to our Board. The leadership structure allows the CEO to focus on his operational responsibilities, while keeping a membermeasure of independence between the oversight function of our Board and on March 2, 2015, Mr. Pittman was appointed as our Chairman and Chief Executive Officer. The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as thethose operating decisions. Our Board believes itthat this leadership structure provides an appropriate allocation of roles and responsibilities and is in the best interests of Clear Channel Outdoor to make that determination based on the position and direction of Clear Channel Outdoor, the membership of the Board and the individuals who occupy those roles. Mr. Pittman provides our Board with insight into our operations and help facilitate the flow of information between management and the Board. In addition, the position of Presiding Director of our Board rotates quarterly among our independent directors, providing an additional layer of independent director oversight, as described above under “—Independence of Directors.” For the reasons described above, our Board believes that this leadership structure is appropriate for usstockholders at this time.

SELF-EVALUATION

Our Board conducts an annual self-evaluation process to determine whether the Board, its committees and the directors are functioning effectively. This includes survey materials as well as individual, private conversations between directors and the Chair, as needed, and a report to, and discussion of survey results with, the Nominating and Corporate Governance Committee and the full Board. The survey materials solicit feedback on organizational issues, business strategy and financial matters, board structure and meeting administration. The directors use discussions with the Chair and the Board to provide feedback, identify themes for the Board to consider, suggest specific action steps and review Board agendas. In addition, focus areas identified through the evaluation are incorporated into the Board’s agenda for the following year to monitor progress. Annually, the Nominating and Corporate Governance Committee reviews progress against focus areas identified in the self-evaluation. Each committee also conducts its own annual self-evaluation to assess the functioning of the committee and the effectiveness of the committee members, including the committee chair.

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RISK MANAGEMENT

Our Board has overall responsibility for the oversight of our enterprise risk management process, which is guided by the COSO Enterprise Risk Management Framework three lines of defense model, including operational management as the First Line of Defense, Compliance and Information Security as the Second Line of Defense, and Internal and External Audit as the Third Line of Defense. The Board encourages management to promote a corporate culture that incorporates risk management into our corporate strategy and day-to-day operations. Our risk management philosophy strives to:

implement appropriate and responsive risk management strategies consistent with Clear Channel Outdoor’sour risk profile; and

integrate risk management into Clear Channel Outdoor’sour decision-making.

The Board has designated the Audit Committee to broadly oversee risk management.management in accordance with our Audit Committee Charter. Under the oversight of the Audit Committee, and with the support of the compliance function and the internal and external audit functions, we operate an enterprise-wide risk management governance framework that sets standards and provides guidance for the identification, assessment, monitoring and control of the most significant risks facing the Company and that have the potential to affect stockholder value, our customers and colleagues, the communities in which we operate and the safety and soundness of the Company. The Audit Committee reports to the Board regarding briefings provided by management and advisors, as well as the Audit Committee’s own analysis and conclusions regarding the adequacy of Clear Channel Outdoor’sour risk management processes. In addition, Mr. Pittman (as our Chairman

The Board also exercises its oversight with support from the Compensation Committee and the Nominating and Corporate Governance Committee, each of which has oversight responsibilities for risks that may fall within their area of responsibility and expertise. The Board receives independent reports from each committee at its meetings.

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The Board’s oversight of risk management requires close interaction between the full Board, each of the committees and executive management. The Company’s risk oversight framework and key areas of responsibility are illustrated below:

SUCCESSION PLANNING

At least annually, the Compensation Committee reviews the Company’s talent management and succession plan, including with respect to Chief Executive Officer)Officer and other executive positions. This includes the review and evaluation of development plans for potential successors to the Chief Executive Officer role and other key positions. Developing talent at all levels is able to provide oura priority for the Company. We are focused on providing the Board with valuable insight intoadditional opportunities to interact with senior management, including providing informal feedback sessions where directors meet with groups of senior management below the executive level, which gives management unique access to the Board and also facilitates a deeper understanding of the organization by the Board. The Company also offers various talent development programs throughout the organization focused on building leadership and management skills, career development and other areas.

CORPORATE GOVERNANCE

Our corporate governance practices are established and monitored by the Board. The Board, with assistance from its Nominating and Corporate Governance Committee, periodically assesses our risk profilegovernance practices in light of legal requirements and governance best practices.

Our primary governing documents include:

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These documents are available on our website at www.investor.clearchannel.com. We encourage our stockholders to read these documents, as we believe they illustrate our commitment to good governance practices. Certain key provisions of these documents are summarized below.

GOVERNANCE GUIDELINES

We operate under Governance Guidelines that set forth our corporate governance principles and practices on a variety of topics, including director qualifications, the responsibilities of the Board, independence requirements and the optionscomposition and functioning of the Board. Our Governance Guidelines are designed to mitigatemaximize long-term stockholder value, align the interests of the Board and addressmanagement with those of our risks basedstockholders and promote high ethical conduct among our directors. The Governance Guidelines include the following key practices to assist the Board in carrying out its responsibility for the business and affairs of Clear Channel Outdoor:

1.		Director Responsibilities
		The basic responsibility of a director is to exercise his or her business judgment and act in what he or she reasonably believes to be in the best interests of Clear Channel Outdoor and its stockholders. Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities.
2.		Self-Evaluation Process
		The Board and each standing committee of the Board will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively. The Nominating and Corporate Governance Committee is responsible for overseeing the self-evaluation process and for proposing any modification or alterations in Board or committee practices or procedures.
3.		Executive Sessions of Non-Management Directors
		The non-management directors and/or the independent directors meet periodically in executive session without management participation.
4.		Board Access to Senior Management
		Directors have complete access to Clear Channel Outdoor’s management, employees and its independent advisors and can initiate contact or meetings through the CEO or any other executive officer.
5.		Board Access to Independent Advisors
		The Board and each Board committee have the power to retain independent legal, financial or other advisors as they may deem necessary, at our expense.
6.		Board Tenure
		The Board believes that term limits on director service and a predetermined retirement age impose arbitrary restrictions on Board membership. Instead, the Board believes directors who, over a period of time, develop an insight into Clear Channel Outdoor and its operations provide an increasing contribution to Clear Channel Outdoor as a whole. The annual board performance evaluation is a primary determinant for Board tenure.
7.		Directors Who Change Their Current Job Responsibilities
		A director who changes the nature of the job he or she held when he or she was elected to the Board shall promptly notify the Board of the change. This does not mean that such director should necessarily leave the Board. There should, however, be an opportunity for the Board to review the continued appropriateness of Board membership under these circumstances.
8.		Service on Multiple Boards
		To enable the Board to assess a director’s effectiveness and any potential conflicts of interest, any director who serves on more than three other public company boards must advise the Chair in advance of accepting an invitation to serve as a member of another public company board.
9.		Management Development and Succession Planning
		The Board or a committee of the Board will periodically consider management development and succession planning, including short-term succession planning for certain of Clear Channel Outdoor’s most senior management positions.

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BOARD COMMITTEE CHARTERS

Each standing committee of the Board operates under a written charter that has been adopted by the Board. We have three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The committee charters set forth the purpose, responsibilities of the respective committee and discuss matters such as committee membership requirements, number of meetings and the setting of meeting agendas. The charters are assessed at least every other year, or more frequently as the applicable committee may determine, and are updated as needed. More information on the committees, their respective experiences withroles and responsibilities and their charters can be found under “The Board of Directors and Corporate Governance—Committees of the daily managementBoard.”

CODE OF BUSINESS CONDUCT AND ETHICS

Business Conduct and Ethics (the “Code of Conduct”) applies to all of our business. The Board encourages managementofficers, directors and employees, including our principal executive officer, principal financial officer and principal accounting officer. Our Code of Conduct constitutes a “code of ethics” as defined by Item 406(b) of Regulation S-K. Our Code of Conduct is publicly available on our website at www.investor.clearchannel.com. We intend to promotesatisfy the disclosure requirements of Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a corporate cultureprovision of the Code of Conduct that incorporates risk management into Clear Channel Outdoor’s corporate strategyapplies to our principal executive officer, principal financial officer or principal accounting officer and day-to-day operations.relates to any element of the definition of code of ethics set forth in Item 406(b) of Regulation S-K by posting such information on our website, www.investor.clearchannel.com.

STOCKHOLDER AND INTERESTED PARTY COMMUNICATION WITH THE BOARD

Stockholders and other interested parties may contact an individual director, the Presiding Director,Chair, the Board as a group or a specified Board committee or group, including the non-management directors as a group, by sending regular mail to the following address:

Board of Directors

c/o Secretary

Clear Channel Outdoor Holdings, Inc.

200 E. Basse Road,4830 North Loop 1604W, Suite 100111

San Antonio, Texas 7820978249

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CODE OF BUSINESS CONDUCT AND ETHICS

Our CodeSecurity Ownership of Business ConductCertain Beneficial Owners and Ethics (the “Code of Conduct”) applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer and principal accounting officer. Our Code of Conduct constitutes a “code of ethics” as defined by Item 406(b) of Regulation S-K. Our Code of Conduct is publicly available on our Internet website atwww.clearchanneloutdoor.com. We intend to satisfy the disclosure requirements of Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of the Code of Conduct that applies to our principal executive officer, principal financial officer or principal accounting officer and relates to any element of the definition of code of ethics set forth in Item 406(b) of Regulation S-K by posting such information on our website,www.clearchanneloutdoor.com.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTManagement

Except as otherwise stated, the table below sets forth information concerning the beneficial ownership of Clear Channel Outdoor’s common stock as of April 6, 2017March 9, 2021 for: (1) each director currently serving on our Board and each of the nominees for director; (2) each of our named executive officers; (3) our directors and executive officers as a group; and (4) each person known to Clear Channel Outdoor to beneficially own more than 5% of any class of Clear Channel Outdoor’s outstanding shares of common stock. At the close of business on April 6, 2017,March 9, 2021, there were 47,460,790467,859,064 shares of Clear Channel Outdoor’s Class A common stock outstanding and 315,000,000 shares of Clear Channel Outdoor’s Class B common stock outstanding. In addition, information concerning the beneficial ownership of common stock of iHeartMedia, our indirect parent entity, by: (1) each director currently serving on our Board and each of the nominees for director; (2) each of our named executive officers; and (3) our directors and executive officers as a group is set forth in the footnotes to the table below. At the close of business on April 6, 2017, there were 31,182,218 shares of iHeartMedia’s Class A common stock, 555,556 shares of iHeartMedia’s Class B common stock, 58,967,502 shares of iHeartMedia’s Class C common stock outstanding and no shares of iHeartMedia’s Class D common stock outstanding. Except as otherwise noted, each stockholder has sole voting and investment power with respect to the shares beneficially owned.

Each share of Clear Channel Outdoor Class A common stock is entitled to one vote on matters submitted to a vote of the stockholders and each share of Clear Channel Outdoor Class B common stock is entitled to 20 votes on matters submitted to a vote of the stockholders. Each share of our Class B common stock is convertible at the option of the holder thereof into one share of Class A common stock. Each share of our common stock is entitled to share equally on a per share basis in any dividends and distributions by us.

* Means less than 1%.

common stock held by Clear Channel Holdings, Inc., a wholly owned subsidiary of iHeartCommunications and 100,000,000 shares of Clear Channel Outdoor’s Class B common stock held by Broader Media, LLC, a wholly owned subsidiary of iHeartCommunications. Shares of Class B common stock are convertible on a one-for-one basis into shares of Class A common stock and entitle the holder to 20 votes per share upon all matters on which stockholders are entitled to vote. The business address of CC Finco, LLC, Clear Channel Holdings, Inc., Broader Media, LLC and iHeartCommunications is 200 East Basse Road, Suite 100, San Antonio, Texas 78209.

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shares beneficially owned by ACP II and other private investment funds for which Abrams Capital serves as general partner. Shares reported in the Schedule 13G/A for Abrams Capital Management, L.P. (“Abrams CM LP”) and Abrams Capital Management, LLC (“Abrams CM LLC”) represent the above-referenced shares beneficially owned by Abrams Capital and shares beneficially owned by another private investment fund for which Abrams CM LP serves as investment manager. Abrams CM LLC is the general partner of Abrams CM LP. Shares reported in the Schedule 13G/A for Mr. Abrams represent the above-referenced shares reported for Abrams Capital and Abrams CM LLC. Mr. Abrams is the managing member of Abrams Capital and Abrams CM LLC. Each disclaims beneficial ownership of the shares reported except to the extent of its or his pecuniary interest therein. The business address of each reporting person is c/o Abrams Capital Management, L.P., 222 Berkley Street, 22nd Floor, Boston, Massachusetts 02116.

(j)

As reported on a Schedule 13G/A filed with respect to Clear Channel Outdoor’s Class A common stock on February 10, 2017. The shares of Clear Channel Outdoor’s Class A common stock reported in the Schedule 13G/A may be deemed to be owned by one or more of The Vanguard Group, Inc. and its wholly owned subsidiaries, Vanguard Asset Management, Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisors, LLC, Vanguard Group (Ireland) Limited, Vanguard Investments Australia Ltd, Vanguard Investments Canada Inc., Vanguard Investments Hong Kong Limited and Vanguard Investments Australia, Ltd.UK, Limited. The business address of each reporting person is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(s)

Represents vested stock options and stock optionsRSUs that will vest within 60 days after April 6, 2017, collectively representing 79,440 shares of Clear Channel Outdoor’s Class A common stock, if exercised, 41,114 shares of Clear Channel Outdoor’s Class A common stock and 15,946 unvested restricted shares of Clear Channel Outdoor’s Class A common stockMarch 9, 2021 held by Mr. Tremblay.Ms. Feldman as of March 9, 2021.

	As of April 6, 2017, all of our directors
16        Notice and executive officers as a group were the beneficial owners of iHeartMedia’s Class A common stock as follows: (1) 441,063 shares of iHeartMedia’s Class A common stock held by such persons; (2) 1,489,500 unvested restricted shares of iHeartMedia’s Class A common stock held by such persons; (3) vested stock options to purchase 630,000 shares of iHeartMedia’s Class A common stock; and (4) 706,215 shares of iHeartMedia’s Class A common stock held indirectly. As of April 6, 2017, these holdings collectively represented 10.3% of iHeartMedia’s outstanding Class A common stock and 3.6% of iHeartMedia’s outstanding Class A common stock assuming all shares of iHeartMedia’s Class B common stock and iHeartMedia’s Class C common stock are converted to shares of iHeartMedia’s Class A common stock.Proxy Statement 2021

PROPOSAL 1: ELECTION OF DIRECTORDIRECTORS

The Board has nominated the personpersons listed as nomineenominees below for election as a directordirectors at the annual meeting of stockholders. Ms. Sabine isMr. Eccleshare and Mses. Hammitt and Rainey are currently a directordirectors and isare standing for re-election. Mr. Temple has not been nominated for re-election to our Board at the annual meeting but will continue to serve until the annual meeting. Our Board has not made a nomination for a second Class II director as of the date of this proxy statement. If Clear Channel Outdoor identifies an appropriate candidate prior to the annual meeting, Clear Channel Outdoor intends to supplement this proxy statement with an additional proposal to consider the new nominee and mail the supplement and an amended proxy card to stockholders to vote on the election of the new nominee at the annual meeting. If Clear Channel Outdoor does not identify an appropriate candidate prior to the annual meeting, our Board intends to fill the vacancy on the Board and the Audit Committee as promptly as practicable after the annual meeting. The directordirectors elected at the annual meeting will serve a three yeartwo-year term or until his or her successor shall have been elected and qualified, subject to earlier death, resignation or removal. The director isdirectors are to be elected by a plurality of the votes cast at the annual meeting. TheEach nominee has indicated a willingness to serve as directordirectors if elected. Should theany nominee become unavailable for election, discretionary authority is conferred on the proxies to vote for a substitute. Management has no reason to believe that theany nominee will be unable or unwilling to serve if elected.

Our directors, including our director nominees, are from diverse professional backgrounds and possess the relevant combination of experience, skills and qualifications that contribute to a well-functioning board that is equipped to oversee the Company’s business and represent stockholder interests through sound judgment and utilizing the group’s varied experience. The diversity of characteristics and expertise, skill and experience, that the Nominating and Corporate Governance Committee and the Board seek in the composition of the Board, as well as the individual experiences, skills and characteristics of our Board members are highlighted in the following charts and director qualifications matrix.

DIRECTOR EXPERIENCE AND CORE COMPENTENCIES

		Accounting and Financial Reporting														6
		Senior Executive Management																				9
		Business Development and Investments												5
		Media Industry														6
		Technology Executive								3
		Advertising and Research												5
		Banking and Financial Services								3
		Risk Management														6
		Accounting and Financial Reporting														6
		Public Company Governance										4
		International								3

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The following information, which is as of April 6, 2017,March 17, 2021, is furnished with respect to each of the nomineenominees for election at our annual meeting and each of the other continuing members of our Board.

The Board recommends that you vote “For”“FOR” the Class II director nomineenominees named below. Properly submitted proxies will be so voted unless stockholders specify otherwise.

NOMINEES FOR DIRECTORDIRECTORS FOR TERMS EXPIRING IN 20202023 (CLASS II)

Olivia Sabine, age 38, Ms. Sabine is an Executive Vice President at Bain Capital. Prior to joining Bain Capital in 2006, Ms. Sabine was an Engagement Manager at McKinsey & Co., where she consulted in the healthcare, media and entertainment and consumer products industries. Ms. Sabine has been a member of our Board since March 2015. Ms. Sabine received a B.A.,magnacum laude, from Columbia College. In addition to the Clear Channel Outdoor Board, Ms. Sabine also sits on the Board of Trustees at Williamstown Theatre Festival as well as Concord Academy. Ms. Sabine was selected to serve as a member of our Board for her experience in operations gained through her work as a consultant and for her experience in acquisitions and financings gained through her work in private equity at Bain Capital.

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DIRECTORS WHOSE TERMS WILL EXPIRE IN 20182022 (CLASS III)

Vicente Piedrahita, age 35, joined THL in March 2012 and is currently a Principal in the firm’s Strategic Resources Group. Prior to joining THL, Mr. Piedrahita worked at Clear Channel Outdoor as Director of Strategic Projects and Initiatives from August 2010 until March 2012 and Monitor Group, a global strategic advisory firm (“Monitor Group”), as a consultant / case team leader from September 2004 until August 2008. Mr. Piedrahita has been a member of our Board since January 2014. Mr. Piedrahita holds a B.A.,cum laude, in Sociology from Princeton University and an M.B.A. from Harvard Business School. Mr. Piedrahita was selected to serve as a member of our Board because of his strategic and operational knowledge gained through his experience working at Clear Channel Outdoor, as well as Monitor Group and THL.

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DIRECTORS WHOSE TERMS WILL EXPIRE IN 20192023 (CLASS I)

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A Message from our Compensation Committee