Form 8-K - Current report

false 0001400891 --12-31 0001400891 2024-06-05 2024-06-05

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 5, 2024

 

 

iHeartMedia, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		001-38987		26-0241222
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

20880 Stone Oak Parkway

San Antonio, Texas 78258

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: [phone]

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share		IHRT		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

---

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 5, 2024, iHeartMedia, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Fifth Amended and Restated Certificate of Incorporation (the “Charter”). The Amendment amends Section 8.1 of the Company’s Charter to provide for the exculpation of officers of the Company to the extent permitted by the General Corporation Law of the State of Delaware. A description of the Amendment is included in the section titled “Proposal Four: Approval of an Amendment to Fifth Amended and Restated Certificate of Incorporation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2024 (the “Definitive Proxy Statement”), which description is incorporated herein by reference.

On June 5, 2024, the Company filed a Certificate of Amendment to the Charter (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which became effective upon filing.

The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is 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 5, 2024. 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. Holders of the Company’s Class B common stock were entitled to vote on Proposal 4 only.

Proposal 1 — Election of Robert W. Pittman, James A. Rasulo, Richard J. Bressler, Samuel E. Englebardt, Brad Gerstner, Cheryl Mills, Graciela Monteagudo and Kamakshi Sivaramakrishnan to the Company’s Board of Directors, each for a one-year term ending at the 2025 Annual Meeting of Stockholders.

 

NOMINEE		Votes FOR				Votes WITHHELD				Broker Non-Votes
Robert W. Pittman			91,716,459				2,108,891				13,940,901
James A. Rasulo			87,596,214				6,229,136				13,940,901
Richard J. Bressler			88,711,554				5,113,796				13,940,901
Samuel E. Englebardt			89,671,473				4,153,877				13,940,901
Brad Gerstner			91,912,633				1,912,717				13,940,901
Cheryl Mills			87,436,723				6,388,627				13,940,901
Graciela Monteagudo			91,894,648				1,930,702				13,940,901
Kamakshi Sivaramakrishnan			87,561,094				6,264,256				13,940,901

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, 2024.

 

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
106,525,187		315,050		926,014		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
74,858,405		18,011,018		955,927		13,940,901

Proposal 4 — Approval of an amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation to provide for exculpation of officers from breaches of fiduciary duty to the extent permitted by the General Corporation Law of the State of Delaware.

Holders of all outstanding Class A common stock and Class B common stock voting together as a single class

 

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
108,971,838		5,093,622		967,118		13,940,901

---

Holders of all outstanding Class A common stock voting as a separate class

 

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
87,765,356		5,092,920		967,074		13,940,901

Based on the foregoing votes, Robert W. Pittman, James A. Rasulo, Richard J. Bressler, Samuel E. Englebardt, Brad Gerstner, Cheryl Mills, Graciela Monteagudo and Kamakshi Sivaramakrishnan were elected as directors and Proposals 2, 3 and 4 were approved.

 

Item 9.01

Financial Statements and Exhibits

 

Exhibit No.		Description
3.1		Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of iHeartMedia, Inc., dated June 5, 2024.
104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 5, 2024				IHEARTMEDIA, INC.
				By:		/s/ Jordan R. Fasbender
				Name:		Jordan R. Fasbender
				Title:		Executive Vice President, General Counsel and Secretary

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO

FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

IHEARTMEDIA, INC.

Pursuant to Section 242 of the

General Corporation Law of the State of Delaware

iHeartMedia, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

 

FIRST:		That, at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted recommending and declaring advisable that the Fifth Amended and Restated Certificate of Incorporation of the Corporation be amended and that such amendment be submitted to the stockholders of the Corporation for their consideration, as follows:
		RESOLVED, that Section 8.1 of the Fifth Amended and Restated Certificate of Incorporation of the Corporation, as amended and/or restated to date, be amended and restated in its entirety to read as follows:   Section 8.1. Limitation of Director and Officer Liability. A director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended unless such director or officer violated their duty of loyalty to the Corporation or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as a director or officer, as applicable. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director or officer of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.
SECOND:		That the aforesaid amendment was duly adopted by the stockholders of the Corporation at the annual meeting of stockholders of the Corporation held on June 5, 2024.
THIRD:		That, the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Executive Vice President, General Counsel and Secretary on this 5^th day of June, 2024.

---

IHEARTMEDIA, INC.
By:		/s/ Jordan R. Fasbender
		Jordan R. Fasbender
		Executive Vice President, General Counsel and Secretary

Document and Entity Information	Jun. 05, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001400891
Current Fiscal Year End Date	--12-31
Document Type	8-K
Document Period End Date	Jun. 05, 2024
Entity Registrant Name	iHeartMedia, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-38987
Entity Tax Identification Number	26-0241222
Entity Address, Address Line One	20880 Stone Oak Parkway
Entity Address, City or Town	San Antonio
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78258
City Area Code	(210)
Local Phone Number	822-2828
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, $0.001 par value per share
Trading Symbol	IHRT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---