Clear Channel Outdoor Holdings Inc. filed SEC Form 8-K: Regulation FD Disclosure
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 30, 2024, the Board of Directors (the “Board”) of Clear Channel Outdoor Holdings, Inc. (the “Company”) appointed Timothy P. Jones to the Board to serve as a director of the Company. The Board has determined that Mr. Jones is independent under the New York Stock Exchange listing standards and the Company’s independence standards and will serve on the Audit Committee and the Compensation Committee of the Board. In connection with Mr. Jones’s appointment, the Board increased the size of the Board to eleven members after receipt of a limited waiver to the Cooperation Agreement with Legion Partners Holdings, LLC and certain of its affiliates allowing such increase through December 31, 2024.
For his service as a non-employee director of the Company, Mr. Jones will receive compensation in accordance with the Company’s standard compensation program for its non-employee directors, which is described under the heading “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 29, 2024. Mr. Jones will also enter into the Company’s standard indemnification agreement with directors.
There are no related party transactions between the Company and Mr. Jones that would require disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On September 30, 2024, the Company issued a press release with respect to Mr. Jones’s appointment to the Board, and such press release is attached hereto and furnished as Exhibit 99.1.
The information contained in this Item 7.01 and Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated as of September 30, 2024 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 30, 2024
| CLEAR CHANNEL OUTDOOR HOLDINGS, INC. | ||
| By: | /s/ Lynn A. Feldman | |
| Name: | Lynn A. Feldman | |
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |