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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 5, 2024, iHeartMedia, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Fifth Amended and Restated Certificate of Incorporation (the “Charter”). The Amendment amends Section 8.1 of the Company’s Charter to provide for the exculpation of officers of the Company to the extent permitted by the General Corporation Law of the State of Delaware. A description of the Amendment is included in the section titled “Proposal Four: Approval of an Amendment to Fifth Amended and Restated Certificate of Incorporation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2024 (the “Definitive Proxy Statement”), which description is incorporated herein by reference.
On June 5, 2024, the Company filed a Certificate of Amendment to the Charter (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which became effective upon filing.
The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
As noted above, the Annual Meeting was held on June 5, 2024. The following are the voting results on proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s Definitive Proxy Statement. Holders of the Company’s Class B common stock were entitled to vote on Proposal 4 only.
Proposal 1 — Election of Robert W. Pittman, James A. Rasulo, Richard J. Bressler, Samuel E. Englebardt, Brad Gerstner, Cheryl Mills, Graciela Monteagudo and Kamakshi Sivaramakrishnan to the Company’s Board of Directors, each for a one-year term ending at the 2025 Annual Meeting of Stockholders.
| NOMINEE | Votes FOR | Votes WITHHELD |
Broker Non-Votes |
|||||||||
| Robert W. Pittman |
91,716,459 | 2,108,891 | 13,940,901 | |||||||||
| James A. Rasulo |
87,596,214 | 6,229,136 | 13,940,901 | |||||||||
| Richard J. Bressler |
88,711,554 | 5,113,796 | 13,940,901 | |||||||||
| Samuel E. Englebardt |
89,671,473 | 4,153,877 | 13,940,901 | |||||||||
| Brad Gerstner |
91,912,633 | 1,912,717 | 13,940,901 | |||||||||
| Cheryl Mills |
87,436,723 | 6,388,627 | 13,940,901 | |||||||||
| Graciela Monteagudo |
91,894,648 | 1,930,702 | 13,940,901 | |||||||||
| Kamakshi Sivaramakrishnan |
87,561,094 | 6,264,256 | 13,940,901 | |||||||||
Proposal 2 — Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker | |||
| 106,525,187 | 315,050 | 926,014 | 0 |
Proposal 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
| Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker | |||
| 74,858,405 | 18,011,018 | 955,927 | 13,940,901 |
Proposal 4 — Approval of an amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation to provide for exculpation of officers from breaches of fiduciary duty to the extent permitted by the General Corporation Law of the State of Delaware.
Holders of all outstanding Class A common stock and Class B common stock voting together as a single class
| Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker | |||
| 108,971,838 | 5,093,622 | 967,118 | 13,940,901 |
Holders of all outstanding Class A common stock voting as a separate class
| Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker | |||
| 87,765,356 | 5,092,920 | 967,074 | 13,940,901 |
Based on the foregoing votes, Robert W. Pittman, James A. Rasulo, Richard J. Bressler, Samuel E. Englebardt, Brad Gerstner, Cheryl Mills, Graciela Monteagudo and Kamakshi Sivaramakrishnan were elected as directors and Proposals 2, 3 and 4 were approved.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of iHeartMedia, Inc., dated June 5, 2024. | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). | |
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.
| Date: June 5, 2024 | IHEARTMEDIA, INC. | |||||
| By: | /s/ Jordan R. Fasbender | |||||
| Name: | Jordan R. Fasbender | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||