iHeartMedia Inc.

06/04/2026 | Press release | Distributed by Public on 06/04/2026 14:12

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 4, 2026, iHeartMedia, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved the second 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 April 7, 2026, and became effective upon stockholder approval at the Annual Meeting.
The Amendment amends the 2021 Plan and makes the following material 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 for issuance by 13,000,000 shares, such that an aggregate of 32,000,000 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 32,000,000 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 June 4, 2036; provided that incentive stock options may not be granted under the Amended Plan after April 7, 2036.
The terms and conditions of the Amended Plan are described in the section entitled "Proposal Four - Approval of the Second 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 17, 2026. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, 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 June 4, 2026. A total of 108,420,096 shares of the Company's Class A common stock were present electronically or represented by proxy at Annual Meeting, representing approximately 83.39% of the 130,004,255 shares of Class A common stock that were outstanding and entitled to vote at the 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 17, 2026.
Proposal 1 - Election of Robert W. Pittman, James A. Rasulo, Richard J. Bressler, Samuel E. Englebardt, Robert Millard, Cheryl Mills, Graciela Monteagudo and Kamakshi Sivaramakrishnan to the Company's Board of Directors, each for a one-year term ending at the Company's 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
NOMINEE
Votes FOR
Votes WITHHELD
Broker Non-Votes
Robert W. Pittman
98,198,349 1,264,361 8,957,386
James A. Rasulo
90,172,403 9,290,307 8,957,386
Richard J. Bressler
98,272,353 1,190,357 8,957,386
Samuel E. Englebardt
92,222,506 7,240,204 8,957,386
Robert Millard
92,249,273 7,213,437 8,957,386
Cheryl Mills
91,757,728 7,704,982 8,957,386
Graciela Monteagudo
98,223,356 1,239,354 8,957,386
Kamakshi Sivaramakrishnan
98,231,980 1,230,730 8,957,386
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, 2026.
Votes FOR
Votes AGAINST
Votes ABSTAINED
Broker Non-Votes
105,605,578 2,064,752 749,766 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
83,318,864 15,393,581 750,265 8,957,386
Proposal 4 - Approval of the second amendment to the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan.
Votes FOR
Votes AGAINST
Votes ABSTAINED
Broker Non-Votes
94,485,819 4,225,053 751,838 8,957,386
Based on the foregoing votes, Robert W. Pittman, James A. Rasulo, Richard J. Bressler, Samuel E. Englebardt, Robert Millard, Cheryl Mills, Graciela Monteagudo and Kamakshi Sivaramakrishnan were elected as directors, the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, and Proposals 3 and 4 were approved.
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