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    SEC Form 8-K filed by Clear Channel Outdoor Holdings Inc.

    5/29/25 4:19:44 PM ET
    $CCO
    Advertising
    Consumer Discretionary
    Get the next $CCO alert in real time by email
    8-K
    false 0001334978 0001334978 2025-05-29 2025-05-29
     
     

    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 29, 2025

     

     

    CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   001-32663   88-0318078

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (I.R.S. Employer

    Identification No.)

     

    4830 North Loop 1604W, Suite 111
    San Antonio, Texas, 78249
    (Address of principal executive offices) (Zip Code)

    Registrant’s telephone number, including area code: (210) 547-8800

    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 (see General Instruction A.2. below):

     

    ☐

    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

    Common Stock, $0.01 par value per share    CCO    New York Stock Exchange

    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 5.07

    Submission of Matters to a Vote of Security Holders.

    On May 29, 2025, Clear Channel Outdoor Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting.

    1. The Company’s stockholders elected the following nominees to serve as directors for a one-year term expiring at the Annual Meeting of Stockholders to be held in 2026 and until her or his successor shall have been duly elected and qualified.

    Proposal 1: Election of Directors

     

    Name    Votes For    Votes Withheld    Broker Non-Votes

    John Dionne

       326,534,342    30,297,739    103,445,605

    Lisa Hammitt

       328,552,542    28,279,539    103,445,605

    Andrew Hobson

       328,847,126    27,984,955    103,445,605

    Timothy (Tim) P. Jones

       338,143,241    18,688,840    103,445,605

    Thomas C. King

       328,786,960    28,045,121    103,445,605

    Joe Marchese

       328,701,217    28,130,864    103,445,605

    W. Benjamin Moreland

       329,158,672    27,673,409    103,445,605

    Scott R. Wells

       328,765,927    28,066,154    103,445,605

    Raymond (Ted) T. White

       355,533,149    1,298,932    103,445,605

    Jinhy Yoon

       328,376,716    28,455,365    103,445,605


    2. The advisory resolution on executive compensation was approved.

    Proposal 2: Approval of the advisory (non-binding) resolution on executive compensation

     

    Votes For   Votes Against   Abstentions   Broker Non-Votes
    353,367,066   3,422,684   42,331   103,445,605

    3. The selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2025 was ratified.

    Proposal 3: Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2025

     

    Votes For   Votes Against   Abstentions   Broker Non-Votes
    451,659,193   8,236,122   382,371   N/A


    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.

     

        CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
    Date: May 29, 2025     By:  

    /s/ Lynn A. Feldman

          Lynn A. Feldman
          Executive Vice President, Chief Legal Officer and Corporate Secretary
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