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 OfficersItem 5.02 of the Original Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Retention Equity Awards
On June28, 2017, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved equity awards in order to facilitate the retention of certain key employees of the Company, and a form of Restricted Stock Award Agreement (the “Restricted Stock Agreement”) and a form of Restricted Stock Unit Award Agreement (the “RSU Agreement”). On June28, 2017, the Committee approved an award of 88,235 shares of restricted stock (the “Restricted Stock”) to Scott R. Wells, and on July1, 2017, the Committee approved an award of 70,588 restricted stock units (the “Restricted Stock Units”) to C. William Eccleshare. Each award of Restricted Stock and Restricted Stock Units is subject to the terms and conditions set forth in the applicable award agreement and the Clear Channel Outdoor Holdings, Inc. 2012 Amended and Restated Stock Incentive Plan (the “Plan”).
The terms of the Restricted Stock award to Mr.Wells are consistent with the previously disclosed terms of his prior restricted stock awards, except that the award will vest in full on June28, 2019, provided that Mr.Wells is still employed by or providing services to the Company on such vesting date.
The terms of the Restricted Stock Unit award to Mr.Eccleshare are consistent with the previously disclosed terms of his prior restricted stock unit awards, except that the award (i)will vest in full on June28, 2019, provided that Mr.Eccleshare is still employed by or providing services to the Company on such vesting date, and (ii)provides for “double trigger” vesting in the event of a change in control. Under the “double trigger” vesting provision, in the event that the recipient’s employment is terminated without cause (other than due to death or disability) within 12 months following a change in control, the award will immediately vest.
The foregoing descriptions of the RSU Agreement and the Restricted Stock Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the RSU Agreement previously filed as Exhibit 10.1 to the Original Form 8-K and the form of the Restricted Stock Agreement previously filed as Exhibit 10.2 to the Original Form 8-K, and the full text of the Plan included as Appendix B to the Company’s Definitive Proxy Statement filed on April19, 2017.
First Amendment to Employment Agreement with Steven J. Macri
On July3, 2017, iHeartMedia, Inc. (“iHeartMedia”), the indirect parent company of the Company, and Steven J. Macri, one of the Company’s named executive officers, entered into a first amendment (the “First Amendment”) to Mr. Macri’s employment agreement, dated as of October 7, 2013 (as so amended, the “Employment Agreement”). to the First Amendment, the term of the Employment Agreement, which was previously scheduled to expire on October 6, 2017, was extended through June 30, 2018 and will be automatically extended from year to year unless (a) either iHeartMedia or Mr. Macri provides written notice of non-renewal or (b) the Employment Agreement is otherwise terminated in accordance with its terms. In addition, if Mr. Macri elects not to renew the Employment Agreement beyond June 30, 2018, the First Amendment provides that iHeartMedia will pay him the same severance he would receive under the terms of the original Employment Agreement upon a termination of his employment without “cause” and not by reason of death or disability, his resignation for “good cause” or non-renewal of the Employment Agreement by iHeartMedia. The amount of this severance is equal to Mr. Macri’s current base salary for a period of twelve (12) months ($700,000), plus his target bonus amount for 2018 ($700,000), plus a pro-rata portion of Mr. Macri’s 2018 annual bonus, calculated based upon performance as of the termination date as related to overall performance at the end of the calendar year.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment previously filed as Exhibit 10.3 to the Original Form 8-K.
Item 5.02 Financial Statements and Exhibits
(d) Exhibits.
|
ExhibitNo. |
Description |
| 10.1 | Form of Restricted Stock Unit Award Agreement (Cliff Vesting) under the Clear Channel Outdoor Holdings, Inc. 2012 Amended and Restated Stock Incentive Plan (previously filed as Exhibit 10.1 to Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on July 5, 2017). |
| 10.2 | Form of Restricted Stock Award Agreement (Cliff Vesting) under the Clear Channel Outdoor Holdings, Inc. 2012 Amended and Restated Stock Incentive Plan (previously filed as Exhibit 10.2 to Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on July 5, 2017). |
| 10.3 | First Amendment to Employment Agreement, effective as of July 3, 2017, between Steven J. Macri and iHeartMedia, Inc. (previously filed as Exhibit 10.3 to Clear Channel Outdoor Holdings, Inc.’s Current Report on Form 8-K filed on July 5, 2017). |
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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.