| 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 | |
