UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| 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 | ||||||