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
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February23, 2018, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Clear Channel Outdoor Holdings, Inc. (the “Company”), approved bonus payments for the following named executive officers of the Company as described below.

Robert W. Pittman. The Compensation Committee approved a bonus opportunity for Robert W. Pittman, the Company’s Chairman and Chief Executive Officer, under a new 2018 Key Incentive Bonus Plan (the “2018 KEIP”), to which Mr.Pittman will be eligible to earn a target bonus for each calendar quarter of 2018 (the “Quarterly Bonus”) of $2,325,000. The Compensation Committee approved payment of Mr.Pittman’s Quarterly Bonus for the period ending March31, 2018; provided that Mr.Pittman is required to repay the after-tax value of the Quarterly Bonus if he were to be terminated for “cause” or voluntarily resign without “good reason” before March31, 2019. In addition, the Compensation Committee accelerated the payments of bonuses Mr.Pittman previously earned during 2016 ($500,000) and 2017 ($500,000) under the iHeartMedia, Inc. 2015 Supplemental Incentive Plan (the “SIP”). Mr.Pittman is required to repay the after-tax value of the relevant portion of these SIP payments upon any termination of his employment if he would have forfeited such portion if payment of these SIP payments had not been accelerated.

Richard J. Bressler. The Compensation Committee approved a bonus opportunity for Richard J. Bressler, the Company’s President, Chief Operating Officer and Chief Financial Officer, under the 2018 KEIP, to which Mr.Bressler will be eligible to earn a Quarterly Bonus for each calendar quarter of 2018 of $1,325,000. The Compensation Committee approved payment of Mr.Bressler’s Quarterly Bonus for the period ending March31, 2018; provided that Mr.Bressler is required to repay the after-tax value of the Quarterly Bonus if he were to be terminated for “cause” or voluntarily resign without “good reason” before March31, 2019. In addition, the Compensation Committee accelerated the payments of bonuses Mr.Bressler previously earned during 2016 ($500,000) and 2017 ($500,000) under the SIP. Mr.Bressler is required to repay the after-tax value of the relevant portion of these SIP payments upon any termination of his employment if he would have forfeited such portion if payment of these SIP payments had not been accelerated.

Steven J. Macri. The Compensation Committee approved a bonus opportunity for Steven J. Macri, the Company’s Senior Vice President, Corporate Finance, under the 2018 KEIP, to which Mr.Macri will be eligible to earn a Quarterly Bonus for each calendar quarter of 2018 of $275,000. The Compensation Committee approved payment of Mr.Macri’s Quarterly Bonus for the period ending March31, 2018; provided that Mr.Macri is required to repay the after-tax value of the Quarterly Bonus if he were to be terminated for “cause” or voluntarily resign without “good reason” before March31, 2019. In addition, the Compensation Committee accelerated the payments of bonuses Mr.Macri previously earned during 2016 ($400,000) and 2017 ($400,000) under the SIP. Mr.Macri is required to repay the after-tax value of the relevant portion of these SIP payments upon any termination of his employment if he would have forfeited such portion if payment of these SIP payments had not been accelerated.

All of the payments described above are in addition to the bonuses the named executive officers will earn for 2017 performance under the plans in effect for 2017, and any SIP payments earned during 2015, all of which were paid in accordance with the terms of the agreements.

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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.