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): October 28, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| 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).
☐ 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 October 28, 2024, iHeartMedia, Inc.’s (the “Company”) subsidiary, iHeart Management Services, Inc. (“iHeart Management”) entered into an amended and restated employment agreement (the “A&R Employment Agreement”) with Jordan R. Fasbender. The A&R Employment Agreement extends Ms. Fasbender’s employment term until September 30, 2026. On October 1, 2026, and each anniversary thereof, the A&R Employment Agreement will automatically renew for successive one year periods unless either iHeart Management or Ms. Fasbender elects not to extend such agreement. The other material changes under the A&R Employment Agreement include: (i) Ms. Fasbender’s title was changed to Executive Vice President, Chief Legal Officer and Corporate Secretary, (ii) her annual base salary was increased to $825,000 (effective October 1, 2024), and will increase to $850,000 on October 1, 2025, (iii) her target bonus was increased to 115% of her annual base salary and (iv) commencing with the Company's 2025 fiscal year, it is expected that the Company will grant to Ms. Fasbender an annual equity award with a target grant-date fair value equal to $1,000,000; provided, that any annual equity award (and the terms and amount of such award) will be subject to approval by the Compensation Committee of the Company’s Board of Directors.
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: November 1, 2024 | By: | /s/ Scott D. Hamilton | ||||||
| Scott D. Hamilton | ||||||||
| Senior Vice President, Chief Accounting Officer and Assistant Secretary | ||||||||