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): January 4, 2021
IHEARTMEDIA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38987 | 26-0241222 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
20880 Stone Oak Parkway
San Antonio, Texas 78258
(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)).
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Class A Common Stock, par value $0.001 per share | IHRT | Nasdaq Global Select Market | ||||||
| Series A Preferred Stock Purchase Rights | IHRT | Nasdaq Global Select Market | ||||||
Indicate by check mark whether the registrant is an emerging growth company 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 4, 2021, Michael McGuinness, Executive Vice President, Finance, Deputy Chief Financial Officer and Head of Investor Relations of iHeartMedia, Inc. (the “Company”), and the Company’s subsidiary, iHeartMedia Management Services, Inc., entered into an amendment, dated January 4, 2021 (the “First Amendment”) to Mr. McGuinness’s Employment Agreement, dated September 5, 2019 (the “Original Employment Agreement”), effective January 1, 2021, to extend Mr. McGuinness’s initial term of employment through December 31, 2024. The First Amendment also amends the Notice of Non-Renewal Period (as defined in the Original Employment Agreement) to be the period between June 1st and July 1st prior to the end of the then applicable employment period, increases Mr. McGuinness’s annual base salary to $725,000 and increases his target annual bonus to 110% of his annual base salary.
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: January 4, 2021 | By: | /s/ Scott D. Hamilton | ||||||
| Name: | Scott D. Hamilton | |||||||
| Title: | Senior Vice President, Chief Accounting Officer and Assistant Secretary | |||||||