iHeartMedia 8K Submission of Matters to a Vote of Security Holders

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): May 17, 2011

_____________________________

CC MEDIA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_____________________________

Delaware	000-53354	26-0241222
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

200 East Basse Road

San Antonio, Texas 78209

(Address of principal executive offices)

Registrant’s telephone number, including area code: (210) 822-2828

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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 17, 2011, CC Media Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders. Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting of Stockholders.

1. The Company’s stockholders elected each of the twelve nominees for directors to serve until the next Annual Meeting of Stockholders or until his successor shall have been elected and qualified.

Proposal 1. Election of Directors	Votes For		Votes Withheld		Broker Non-Votes

Class A Common Stock
David C. Abrams		16,558,923		4,293,397		614,825
Irving L. Azoff		20,828,026		24,294		614,825
Steven W. Barnes		18,352,825		2,499,495		614,825
Richard J. Bressler		13,958,542		6,893,778		614,825
Charles A. Brizius		14,065,352		6,786,968		614,825
John P. Connaughton		14,065,634		6,786,686		614,825
Blair E. Hendrix		13,943,042		6,909,278		614,825
Jonathon S. Jacobson		16,540,505		4,311,815		614,825
Ian K. Loring		13,661,234		7,191,086		614,825
Mark P. Mays		18,422,532		2,429,788		614,825
Randall T. Mays		18,422,532		2,429,788		614,825
Scott M. Sperling		18,353,154		2,499,166		614,825

Class B Common Stock
David C. Abrams		59,523,048		0		0
Irving L. Azoff		59,523,048		0		0
Steven W. Barnes		59,523,048		0		0
Richard J. Bressler		59,523,048		0		0
Charles A. Brizius		59,523,048		0		0
John P. Connaughton		59,523,048		0		0
Blair E. Hendrix		59,523,048		0		0
Jonathon S. Jacobson		59,523,048		0		0
Ian K. Loring		59,523,048		0		0
Mark P. Mays		59,523,048		0		0
Randall T. Mays		59,523,048		0		0
Scott M. Sperling		59,523,048		0		0

Total
David C. Abrams		76,081,971		4,293,397		614,825
Irving L. Azoff		80,351,074		24,294		614,825
Steven W. Barnes		77,875,873		2,499,495		614,825
Richard J. Bressler		73,481,590		6,893,778		614,825
Charles A. Brizius		73,588,400		6,786,968		614,825
John P. Connaughton		73,588,682		6,786,686		614,825
Blair E. Hendrix		73,466,090		6,909,278		614,825
Jonathon S. Jacobson		76,063,553		4,311,815		614,825
Ian K. Loring		73,184,282		7,191,086		614,825
Mark P. Mays		77,945,580		2,429,788		614,825
Randall T. Mays		77,945,580		2,429,788		614,825
Scott M. Sperling		77,876,202		2,499,166		614,825

2. The advisory resolution on executive compensation was approved.

Proposal 2. Approval of the advisory (non-binding) resolution on executive compensation	Votes For		Votes Against		Abstentions		Broker Non-Votes

Class A Common Stock		13,858,548		6,985,324		8,448		614,825
Class B Common Stock		59,523,048		0		0		0

Total		73,381,596		6,985,324		8,448		614,825

3. In the advisory vote on the frequency of future advisory votes on executive compensation, votes were cast as set forth below. In light of the voting results, the Company’s Board of Directors has decided that the Company will include an advisory vote on executive compensation in its proxy materials once every three years until the next required advisory vote on the frequency of future advisory votes on executive compensation. In accordance with the rules and regulations of the Securities and Exchange Commission, the Company is required to hold an advisory vote on the frequency of future advisory votes on executive compensation at least once every six years.

Proposal 3. Advisory (non-binding) vote on the frequency of future advisory votes on executive compensation	1 year		2 years		3 years		Abstentions		Broker Non-Votes

Class A Common Stock		7,286,398		48,237		13,508,833		8,852		614,825
Class B Common Stock		0		0		59,523,048		0		0

Total		7,286,398		48,237		73,031,881		8,852		614,825

4. The selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2011 was ratified.

Proposal 4. Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2011	Votes For		Votes Against		Abstentions		Broker Non-Votes

Class A Common Stock		21,439,742		26,422		981		0
Class B Common Stock		59,523,048		0		0		0

Total		80,962,790		26,422		981		0

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.

	CC MEDIA HOLDINGS, INC.


Date: May 19, 2011	By:	/s/ Robert H. Walls, Jr.
		Robert H. Walls, Jr.
		Office of the Chief Executive Officer, and
		Executive Vice President, General Counsel and
		Secretary

iHeartMedia (IHRT) 8-KSubmission of Matters to a Vote of Security Holders