CLEAR CHANNEL OUTDOOR HOLDINGS, INC. (NYSE:CCO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k

7 years ago

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

On May26, 2017, at the Annual Meeting of Stockholders of Clear
Channel Outdoor Holdings, Inc. (the Company), the Companys
stockholders approved the Companys 2012 Amended and Restated
Stock Incentive Plan (the Plan). The Plan, which amends and
restates the Companys 2012 Stock Incentive Plan, is a broad-based
incentive plan that provides for granting stock options, stock
appreciation rights, restricted stock, deferred stock awards, and
performance-based cash and stock awards to any of the Companys or
its subsidiaries present or future directors, officers,
employees, consultants, or advisers. A description of the
material terms of the Plan is set forth under the heading
PROPOSAL 4: APPROVAL OF THE ADOPTION OF THE 2012 AMENDED AND
RESTATED STOCK INCENTIVE PLAN in the Companys definitive proxy
statement on Schedule 14A filed with the Securities and Exchange
Commission on April 19, 2017, which description is hereby
incorporated by reference into this Item5.02. The summary of the
2012 Amended and Restated Stock Incentive Plan below is qualified
in its entirety by reference to the full text of the plan filed
herewith as Exhibit 10.1 and incorporated herein by reference.

Item5.07Submission of Matters to a Vote of Security
Holders

On May26, 2017, the Company held its Annual Meeting of
Stockholders. Set forth below are the final voting results for
each proposal submitted to a vote of the stockholders at the
Companys Annual Meeting of Stockholders.

1.The Companys stockholders elected the following nominee for
director to serve as a Class II director for a three-year term or
until her successor shall have been elected and qualified.

Proposal 1:Election of Directors


	For		Withheld		Broker Non-Vote
Class A Common Stock
Olivia Sabine		24,261,138		16,694,061		4,531,233
Class B Common Stock
Olivia Sabine		6,300,000,000
Total
Olivia Sabine		6,324,261,138		16,694,061		4,531,233

2.The advisory resolution on executive compensation was approved.

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


	For		Against		Abstain	Broker Non-Vote
ClassA Common Stock		34,753,517		6,031,232		170,450	4,531,233
Class B Common Stock		6,300,000,000					N/A

Total		6,334,753,517		6,031,232		170,450	4,531,233

3.In the advisory vote on the frequency of future advisory votes
on executive compensation, votes were cast as set forth below.In
light of the voting results, the Companys Board of Directors has
decided that the Company will include an advisory vote on
executive compensation in its proxy materials once every three
years until the next required advisory vote on the frequency of
future advisory votes on executive compensation.In accordance
with the rules and regulations of the Securities and Exchange
Commission, the Company is required to hold an advisory vote on
the frequency of future advisory votes on executive compensation
at least once every six years.

Proposal 3:Advisory (non-binding) vote on the frequency
of future advisory votes on executive compensation


	1year		2years		3years	Abstain	Broker Non-Vote
ClassA Common Stock		18,978,594		33,820		21,782,120		160,665	4,531,233
Class B Common Stock						6,300,000,000			N/A

Total		18,978,594		33,820		6,321,782,120		160,665	4,531,233

4.The adoption of the 2012 Amended and Restated Stock Incentive
Plan was approved.

Proposal 4: Adoption of 2012 Amended and Restated Stock
Incentive Plan


	For		Against		Abstain	Broker Non-Vote
ClassA Common Stock		39,955,271		811,565		188,363	4,531,233
Class B Common Stock		6,300,000,000					N/A

Total		6,339,955,271		811,565		188,363	4,531,233

5. The selection of Ernst Young LLP as the independent registered
public accounting firm of the Company for the year ending
December31, 2017 was ratified.

Proposal 5: Ratification of the selection of Ernst Young
LLP as the independent registered public accounting firm for the
year ending December31, 2017


	For		Against		Abstain	Broker Non-Vote
ClassA Common Stock		45,056,019		183,700		246,713	N/A
Class B Common Stock		6,300,000,000					N/A

Total		6,345,056,019		183,700		246,713	N/A

6. The Companys stockholders elected the following nominee for
director to serve as a Class II director for a three-year term or
until his successor shall have been elected and qualified.

Proposal 6: Election of Paul Keglevic as
Director


	For		Withheld		Broker Non-Vote
Class A Common Stock
Paul Keglevic		35,064,071		1,175,316		4,842,863
Class B Common Stock
Paul Keglevic		6,300,000,000				N/A
Total
Paul Keglevic		6,335,064,071		1,175,316		4,842,863

Item9.01 Financial Statements and Exhibits

(d) Exhibits.


ExhibitNo.		Description

10.1		Clear Channel Outdoor Holdings, Inc. 2012 Amended and Restated Stock Incentive Plan (Incorporated by reference to Appendix B to the Clear Channel Outdoor Holdings, Inc. definitive proxy statement on Schedule 14A for its 2017 Annual Meeting of Stockholders filed on April 19, 2017).

About CLEAR CHANNEL OUTDOOR HOLDINGS, INC. (NYSE:CCO)
Clear Channel Outdoor Holdings, Inc. is an outdoor advertising company. The Company owns and operates billboards, street furniture displays, transit displays and other out-of-home advertising displays, such as wallscapes and spectaculars. It operates in two segments: Americas outdoor advertising (Americas) and International outdoor advertising (International). It owns or operates more than 650,000 advertising displays. The Americas segment consists of operations primarily in the United States, Canada and Latin America. The Americas assets consist of traditional and digital billboards, street furniture and transit displays, airport displays, wallscapes and other spectaculars, which the Company owns or operates under lease management agreements. The International segment primarily includes operations in Europe, Asia and Australia. The International assets consist of street furniture and transit displays, billboards, mall displays, Smartbike programs, wallscapes and other spectaculars. CLEAR CHANNEL OUTDOOR HOLDINGS, INC. (NYSE:CCO) Recent Trading Information
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. (NYSE:CCO) closed its last trading session up +0.10 at 3.95 with 627,820 shares trading hands.