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 26, 2017
IHEARTMEDIA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-53354 | 26-0241222 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
200 East Basse Road, Suite 100
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
| ☐ | Emerging growth company |
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 5.07 | Submission of Matters to a Vote of Security Holders |
On May 26, 2017, iHeartMedia, 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.
As previously disclosed, Irving L. Azoff, who previously served as a member of the Board of Directors, resigned from the Board of Directors effective May 3, 2017. The Board of Directors has yet to decide whether a new director will be appointed to fill the resulting vacancy or to reduce the size of the Board of Directors.
As disclosed in the Company’s proxy statement filed with the Securities and Exchange Commission on April 19, 2017, and as supplemented on May 5, 2017, holders of the Company’s Class A common stock, voting as a separate class, are entitled to elect two members of the Board of Directors (David C. Abrams and Jonathon S. Jacobson). For the election of the other members of the Board of Directors and all other matters submitted to a vote of the stockholders, the holders of Class A common stock and Class B common stock vote together as a single class.
1. The Company’s stockholders elected each of the following thirteen nominees for directors to serve until the next Annual Meeting of Stockholders or until his or her successor shall have been elected and qualified.
Proposal 1: Election of Directors
| For | Withheld | Broker Non-Vote | ||||||||||
Class A Common Stock | ||||||||||||
David C. Abrams | 20,729,239 | 945,627 | 5,031,061 | |||||||||
John N. Belitsos | 20,746,970 | 927,896 | 5,031,061 | |||||||||
Frederic F. Brace | 20,887,109 | 787,757 | 5,031,061 | |||||||||
Richard J. Bressler | 20,476,619 | 1,198,247 | 5,031,061 | |||||||||
James C. Carlisle | 20,195,553 | 1,479,313 | 5,031,061 | |||||||||
John P. Connaughton | 20,729,239 | 945,627 | 5,031,061 | |||||||||
Charles H. Cremens | 21,157,714 | 517,152 | 5,031,061 | |||||||||
Matthew J. Freeman | 20,746,726 | 928,140 | 5,031,061 | |||||||||
Laura A. Grattan | 20,746,688 | 928,178 | 5,031,061 | |||||||||
Blair E. Hendrix | 20,195,276 | 1,479,590 | 5,031,061 | |||||||||
Jonathon S. Jacobson | 20,465,632 | 1,209,234 | 5,031,061 | |||||||||
Robert W. Pittman | 20,714,907 | 959,959 | 5,031,061 | |||||||||
Scott M. Sperling | 20,458,878 | 1,215,988 | 5,031,061 | |||||||||
Class B Common Stock | ||||||||||||
David C. Abrams | — | — | — | |||||||||
John N. Belitsos | 59,522,270 | — | — | |||||||||
Frederic F. Brace | 59,522,270 | — | — | |||||||||
Richard J. Bressler | 59,522,270 | — | — | |||||||||
James C. Carlisle | 59,522,270 | — | — | |||||||||
John P. Connaughton | 59,522,270 | — | — | |||||||||
Charles H. Cremens | 59,522,270 | — | — | |||||||||
Matthew J. Freeman | 59,522,270 | — | — | |||||||||
Laura A. Grattan | 59,522,270 | — | — | |||||||||
Blair E. Hendrix | 59,522,270 | — | — | |||||||||
Jonathon S. Jacobson | — | — | — | |||||||||
Robert W. Pittman | 59,522,270 | — | — | |||||||||
Scott M. Sperling | 59,522,270 | — | — | |||||||||
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Total | ||||||||||||
David C. Abrams | 20,729,239 | 945,627 | 5,031,061 | |||||||||
John N. Belitsos | 80,269,240 | 927,896 | 5,031,061 | |||||||||
Frederic F. Brace | 80,409,379 | 787,757 | 5,031,061 | |||||||||
Richard J. Bressler | 79,998,889 | 1,198,247 | 5,031,061 | |||||||||
James C. Carlisle | 79,717,823 | 1,479,313 | 5,031,061 | |||||||||
John P. Connaughton | 80,251,509 | 945,627 | 5,031,061 | |||||||||
Charles H. Cremens | 80,679,984 | 517,152 | 5,031,061 | |||||||||
Matthew J. Freeman | 80,268,996 | 928,140 | 5,031,061 | |||||||||
Laura A. Grattan | 80,268,958 | 928,178 | 5,031,061 | |||||||||
Blair E. Hendrix | 79,717,546 | 1,479,590 | 5,031,061 | |||||||||
Jonathon S. Jacobson | 20,465,632 | 1,209,234 | 5,031,061 | |||||||||
Robert W. Pittman | 80,237,177 | 959,959 | 5,031,061 | |||||||||
Scott M. Sperling | 79,981,148 | 1,215,988 | 5,031,061 |
2. The advisory resolution on executive compensation was approved.
Proposal 2: Approval of the advisory (non-binding) resolution on executive compensation
| For | Against | Abstain | Broker Non-Vote | |||||||||||||
Class A Common Stock | 20,421,657 | 739,021 | 514,188 | 5,031,061 | ||||||||||||
Class B Common Stock | 59,522,270 | — | — | N/A | ||||||||||||
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Total | 79,943,927 | 739,021 | 514,188 | 5,031,061 | ||||||||||||
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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 | Abstain | Broker Non-Vote | ||||||||||||||||
Class A Common Stock | 1,416,463 | 23,024 | 19,646,188 | 589,191 | 5,031,061 | |||||||||||||||
Class B Common Stock | — | — | 59,522,270 | — | N/A | |||||||||||||||
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Total | 1,416,463 | 23,024 | 79,168,458 | 589,191 | 5,031,061 | |||||||||||||||
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4. The selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2017 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, 2017
| For | Against | Abstain | Broker Non-Vote | |||||||||||
Class A Common Stock | 26,023,325 | 132,145 | 550,457 | N/A | ||||||||||
Class B Common Stock | 59,522,270 | — | — | N/A | ||||||||||
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Total | 85,545,595 | 132,145 | 550,457 | N/A | ||||||||||
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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.
| IHEARTMEDIA, INC. | ||||||
| Date: June 1, 2017 | By: | /s/ Lauren E. Dean | ||||
| Lauren E. Dean | ||||||
| Vice President, Associate General Counsel and Assistant Secretary | ||||||
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