IHEARTMEDIA, INC. (OTCMKTS:IHRT) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07
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Submission of Matters to a Vote of Security Holders |
On May26, 2017, iHeartMedia, Inc. (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 Annual Meeting of Stockholders.
As previously disclosed, Irving L. Azoff, who previously served
as a member of the Board of Directors, resigned from the Board of
Directors effective May 3, 2017. The Board of Directors has yet
to decide whether a new director will be appointed to fill the
resulting vacancy or to reduce the size of the Board of
Directors.
As disclosed in the Companys proxy statement filed with the
Securities and Exchange Commission on April19, 2017, and as
supplemented on May5, 2017, holders of the Companys ClassA common
stock, voting as a separate class, are entitled to elect two
members of the Board of Directors (David C. Abrams and Jonathon
S. Jacobson). For the election of the other members of the Board
of Directors and all other matters submitted to a vote of the
stockholders, the holders of ClassA common stock and Class B
common stock vote together as a single class.
1. The Companys stockholders elected each of the following
thirteen nominees for directors to serve until the next Annual
Meeting of Stockholders or until his or her successor shall have
been elected and qualified.
Proposal1: Election of Directors
| For | Withheld | Broker Non-Vote | ||||||||||
|
Class A Common Stock |
||||||||||||
|
David C. Abrams |
20,729,239 | 945,627 | 5,031,061 | |||||||||
|
John N. Belitsos |
20,746,970 | 927,896 | 5,031,061 | |||||||||
|
Frederic F. Brace |
20,887,109 | 787,757 | 5,031,061 | |||||||||
|
Richard J. Bressler |
20,476,619 | 1,198,247 | 5,031,061 | |||||||||
|
James C. Carlisle |
20,195,553 | 1,479,313 | 5,031,061 | |||||||||
|
John P. Connaughton |
20,729,239 | 945,627 | 5,031,061 | |||||||||
|
Charles H. Cremens |
21,157,714 | 517,152 | 5,031,061 | |||||||||
|
Matthew J. Freeman |
20,746,726 | 928,140 | 5,031,061 | |||||||||
|
Laura A. Grattan |
20,746,688 | 928,178 | 5,031,061 | |||||||||
|
Blair E. Hendrix |
20,195,276 | 1,479,590 | 5,031,061 | |||||||||
|
Jonathon S. Jacobson |
20,465,632 | 1,209,234 | 5,031,061 | |||||||||
|
Robert W. Pittman |
20,714,907 | 959,959 | 5,031,061 | |||||||||
|
Scott M. Sperling |
20,458,878 | 1,215,988 | 5,031,061 | |||||||||
|
Class B Common Stock |
||||||||||||
|
David C. Abrams |
||||||||||||
|
John N. Belitsos |
59,522,270 | |||||||||||
|
Frederic F. Brace |
59,522,270 | |||||||||||
|
Richard J. Bressler |
59,522,270 | |||||||||||
|
James C. Carlisle |
59,522,270 | |||||||||||
|
John P. Connaughton |
59,522,270 | |||||||||||
|
Charles H. Cremens |
59,522,270 | |||||||||||
|
Matthew J. Freeman |
59,522,270 | |||||||||||
|
Laura A. Grattan |
59,522,270 | |||||||||||
|
Blair E. Hendrix |
59,522,270 | |||||||||||
|
Jonathon S. Jacobson |
||||||||||||
|
Robert W. Pittman |
59,522,270 | |||||||||||
|
Scott M. Sperling |
59,522,270 |
2
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Total |
||||||||||||
|
David C. Abrams |
20,729,239 | 945,627 | 5,031,061 | |||||||||
|
John N. Belitsos |
80,269,240 | 927,896 | 5,031,061 | |||||||||
|
Frederic F. Brace |
80,409,379 | 787,757 | 5,031,061 | |||||||||
|
Richard J. Bressler |
79,998,889 | 1,198,247 | 5,031,061 | |||||||||
|
James C. Carlisle |
79,717,823 | 1,479,313 | 5,031,061 | |||||||||
|
John P. Connaughton |
80,251,509 | 945,627 | 5,031,061 | |||||||||
|
Charles H. Cremens |
80,679,984 | 517,152 | 5,031,061 | |||||||||
|
Matthew J. Freeman |
80,268,996 | 928,140 | 5,031,061 | |||||||||
|
Laura A. Grattan |
80,268,958 | 928,178 | 5,031,061 | |||||||||
|
Blair E. Hendrix |
79,717,546 | 1,479,590 | 5,031,061 | |||||||||
|
Jonathon S. Jacobson |
20,465,632 | 1,209,234 | 5,031,061 | |||||||||
|
Robert W. Pittman |
80,237,177 | 959,959 | 5,031,061 | |||||||||
|
Scott M. Sperling |
79,981,148 | 1,215,988 | 5,031,061 |
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 |
20,421,657 | 739,021 | 514,188 | 5,031,061 | ||||||||||||
|
Class B Common Stock |
59,522,270 | N/A | ||||||||||||||
|
Total |
79,943,927 | 739,021 | 514,188 | 5,031,061 | ||||||||||||
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
| 1 year | 2 years | 3 years | Abstain | Broker Non-Vote | ||||||||||||||||
|
ClassA Common Stock |
1,416,463 | 23,024 | 19,646,188 | 589,191 | 5,031,061 | |||||||||||||||
|
Class B Common Stock |
59,522,270 | N/A | ||||||||||||||||||
|
Total |
1,416,463 | 23,024 | 79,168,458 | 589,191 | 5,031,061 | |||||||||||||||
3
4. 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 4: 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 |
26,023,325 | 132,145 | 550,457 | N/A | ||||||||||
|
Class B Common Stock |
59,522,270 | N/A | ||||||||||||
|
Total |
85,545,595 | 132,145 | 550,457 | N/A | ||||||||||
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About IHEARTMEDIA, INC. (OTCMKTS:IHRT)
iHeartMedia, Inc. is a global media and entertainment company that specializes in broadcast and digital radio, out-of-home, mobile, and on-demand entertainment and information services for national audiences and local communities. The Company operates in three segments: iHeartMedia (iHM), Americas outdoor advertising (Americas outdoor) and International outdoor advertising (International outdoor). Its iHM segment provides media and entertainment services through broadcast and digital delivery and also includes its national syndication business. Its Americas outdoor and International outdoor segments provide outdoor advertising services in their respective geographic regions using various digital and traditional display types. Its other category includes its full-service media representation business, Katz Media Group, as well as other general support services. It has a Smartbike bicycle rental program that provides bicycles for rent to the general public in several municipalities. IHEARTMEDIA, INC. (OTCMKTS:IHRT) Recent Trading Information
IHEARTMEDIA, INC. (OTCMKTS:IHRT) closed its last trading session 00.00 at 1.89 with 13,245 shares trading hands.
