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 18, 2023
iHeartMedia, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-38987 | 26-0241222 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
20880 Stone Oak Parkway
San Antonio, Texas 78258
(Address of Principal Executive Offices) (Zip Code)
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:
| ☐ | 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 | ||
| Class A Common Stock, $0.001 par value per share | 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).
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 18, 2023, iHeartMedia, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s 2021 Long-Term Incentive Award Plan (the “2021 Plan”). The Amendment was adopted by the Board of Directors (the “Board”) on February 23, 2023, and became effective upon stockholder approval at the Annual Meeting.
The Amendment amends the 2021 Plan and makes the following changes to the 2021 Plan (as amended, the “Amended Plan”):
| (i) | Increases the number of shares of the Company’s Class A common stock available by 13,000,000 shares, such that an aggregate of 19,000,000 shares of the Company’s Class A common stock are reserved for issuance under the Amended Plan; |
| (ii) | Increases the number of shares of the Company’s Class A common stock that may be granted as incentive stock options under the Amended Plan by 13,000,000 shares, such that an aggregate of 19,000,000 shares of the Company’s Class A common stock may be granted as incentive stock options under the Amended Plan; and |
| (iii) | Extends the right to grant awards under the Amended Plan through May 18, 2033; provided that incentive stock options may not be granted under the Amended Plan after March 28, 2033. |
The terms and conditions of the Amended Plan are described in the section entitled “Proposal Five – Approval of an Amendment to the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2023. The foregoing description of the Amended Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Plan, which is filed as Exhibit 10.1 hereto and 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 May 18, 2023. A total of 90,840,867 shares of the Company’s Class A common stock were present electronically or represented by proxy at Annual Meeting, representing approximately 74.59% percent of the 121,780,024 shares of Class A common stock that were outstanding and entitled to vote at the Company’s Annual Meeting. 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 filed with the Securities and Exchange Commission on April 5, 2023.
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 2024 Annual Meeting of Stockholders.
| NOMINEE | Votes FOR | Votes WITHHELD |
Broker Non-Votes |
|||||||||
| Robert W. Pittman |
80,250,956 | 1,662,554 | 8,927,357 | |||||||||
| James A. Rasulo |
81,004,200 | 909,310 | 8,927,357 | |||||||||
| Richard J. Bressler |
77,704,364 | 4,209,146 | 8,927,357 | |||||||||
| Samuel E. Englebardt |
81,062,862 | 850,648 | 8,927,357 | |||||||||
| Brad Gerstner |
81,639,604 | 273,906 | 8,927,357 | |||||||||
| Cheryl Mills |
79,835,160 | 2,078,350 | 8,927,357 | |||||||||
| Graciela Monteagudo |
81,164,494 | 749,016 | 8,927,357 | |||||||||
| Kamakshi Sivaramakrishnan |
81,012,117 | 901,393 | 8,927,357 | |||||||||
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, 2023.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 90,315,906 | 502,987 | 21,974 | 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 Non-Votes | |||
| 79,621,174 | 2,267,733 | 24,603 | 8,927,357 |
Proposal 4 — Approval, on an advisory (non-binding) basis, of the frequency of future advisory (non-binding) votes on the compensation of our named executive officers.
| 1 YEAR | 2 YEARS | 3 YEARS | Votes ABSTAINED | Broker Non-Votes | ||||
| 80,887,441 | 35,691 | 977,026 | 13,352 | 8,927,357 |
Proposal 5 — Approval of an amendment to the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 74,388,257 | 5,567,536 | 1,957,717 | 8,927,357 |
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, Proposals 2, 3 and 5 were approved, and “1 YEAR” was approved as the frequency of future advisory votes on the compensation of the Company’s named executive officers.
In light of this result for Proposal 4, which is consistent with the Board’s recommendation, the Company has determined to hold an advisory (non-binding) vote on executive compensation each year until such time as the next advisory (non-binding) vote regarding the frequency of advisory votes on executive compensation is submitted to the Company’s stockholders.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. |
Description | |
| 10.1 | Amendment to the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan, effective May 18, 2023. | |
| 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: May 19, 2023 | IHEARTMEDIA, INC. | |||||
| By: | /s/ Jordan R. Fasbender | |||||
| Name: | Jordan R. Fasbender | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
Exhibit 10.1
AMENDMENT TO THE
IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN
THIS AMENDMENT TO THE IHEARTMEDIA, INC. LONG-TERM INCENTIVE AWARD PLAN (this “Amendment”) is made and adopted by iHeartMedia, a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan (as defined below).
RECITALS
WHEREAS, the Company maintains the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan (as amended from time to time, the “Plan”);
WHEREAS, the Board of Directors of the Company (the “Board”) has delegated authority to its Compensation Committee to serve as the “Administrator” of the Plan (as defined in and within the meaning of the Plan) and, pursuant to Section 3.2 of the Plan, the Board may re-vest in itself the authority to serve as the Administrator of the Plan at any time;
WHEREAS, pursuant to Section 10.4 of the Plan, the Plan may be amended by the Administrator at any time and for any reason, subject to the terms of the Plan; and
WHEREAS, the Board has adopted this Amendment, subject to approval by the stockholders of the Company within twelve months following the date of such action.
NOW, THEREFORE, in consideration of the foregoing, the Company hereby amends the Plan as follows, subject to approval by the stockholders of the Company within twelve months following the date of Board adoption of this Amendment:
| 1. | Section 4.3 of the Plan is hereby amended and restated in its entirety to read as follows: |
“4.3 Incentive Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than 19,000,000 Shares may be issued pursuant to the exercise of Incentive Stock Options.”
| 2. | Section 10.3 of the Plan is hereby amended and restated in its entirety to read as follows. |
“10.3 Effective Date and Term of Plan. Unless earlier terminated by the Board, the Plan will become effective on the date the Company’s stockholders approve the Plan and will remain in effect until the tenth anniversary of May 18, 2023, but Awards previously granted may extend beyond that date in accordance with the Plan. Notwithstanding anything to the contrary in the Plan, an Incentive Stock Option may not be granted under the Plan after 10 years from March 28, 2023.”
| 3. | Section 11.26 of the Plan is hereby amended and restated in its entirety to read as follows: |
“11.26 “Overall Share Limit” means the (a) sum of 19,000,000 Shares and (b) Shares which, as of the original effective date of the Plan (the “Effective Date”), are subject to Prior Plan Awards which, on or following such date, become available for issuance under the Plan pursuant to Article IV (which aggregate number added to the Overall Share Limit shall not exceed 10,743,222 Shares).”
| 4. | This Amendment shall be and is hereby incorporated in and forms a part of the Plan; provided that the Amendment shall be subject to approval by the stockholders of the Company within twelve (12) months of the date hereof. |
| 5. | Except as expressly provided herein, all other terms and provisions of the Plan shall remain unchanged and in full force and effect. |
IN WITNESS WHEREOF, I hereby certify that this Amendment was duly adopted by the Board of Directors of iHeartMedia, Inc. on March 28, 2023 and was approved by the stockholders of iHeartMedia, Inc. on May 18, 2023.
| iHeartMedia, Inc. | ||
| By: | /s/ Jordan Fasbender | |
| Jordan Fasbender | ||
| Executive Vice President, General Counsel and Secretary | ||
| Date: 5/18/2023 | ||