UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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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:
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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 5.07 | Submission of Matters to a Vote of Security Holders |
On May 3, 2023, Clear Channel Outdoor Holdings, 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 meeting.
1. The Company’s stockholders elected the following nominees for director to serve as directors for a one-year term expiring at the Annual Meeting of Stockholders to be held in 2024 or until her or his successor shall have been elected and qualified.
Proposal 1: Election of Directors
| Name |
Votes For | Votes Withheld | Broker Non-Votes | |||
| John Dionne |
401,431,234 | 7,890,059 | 29,354,411 | |||
| Lisa Hammitt |
399,694,168 | 9,627,125 | 29,354,411 | |||
| Andrew Hobson |
402,397,845 | 6,923,448 | 29,354,411 | |||
| Thomas C. King |
381,754,087 | 27,567,206 | 29,354,411 | |||
| Joe Marchese |
401,253,197 | 8,068,096 | 29,354,411 | |||
| W. Benjamin Moreland |
402,566,392 | 6,754,901 | 29,354,411 | |||
| Mary Teresa Rainey |
401,156,879 | 8,164,414 | 29,354,411 | |||
| Scott R. Wells |
402,262,142 | 7,059,151 | 29,354,411 | |||
| Jinhy Yoon |
400,986,168 | 8,335,125 | 29,354,411 |
2. The advisory resolution on executive compensation was approved.
Proposal 2: Approval of the advisory (non-binding) resolution on executive compensation
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 384,379,945 |
24,798,922 |
142,426 |
29,354,411 |
3. With respect to the advisory vote on the frequency of future say-on-pay votes, votes were cast as set forth below. In light of the voting results, the Company’s Board of Directors has decided that the Company will include an advisory vote on executive compensation in its proxy materials every one year until the next required advisory vote on the frequency of future say-on-pay votes. 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 at least once every six years.
Proposal 3: Approval of the advisory (non-binding) vote on the frequency of future say-on-pay votes
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 408,685,165 |
36,887 |
426,503 |
172,738 |
29,354,411 |
4. The selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023 was ratified.
Proposal 4: Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2023.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 432,356,374 |
6,212,047 |
107,283 |
N/A |
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.
| CLEAR CHANNEL OUTDOOR HOLDINGS, INC. | ||||||
| Date: May 3, 2023 | By: | /s/ Brian D. Coleman | ||||
| Name: | Brian D. Coleman | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
Document and Entity Information |
May 03, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001334978 |
| Document Type | 8-K |
| Document Period End Date | May 03, 2023 |
| Entity Registrant Name | CLEAR CHANNEL OUTDOOR HOLDINGS, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-32663 |
| Entity Tax Identification Number | 88-0318078 |
| Entity Address, Address Line One | 4830 North Loop 1604W |
| Entity Address, Address Line Two | Suite 111 |
| Entity Address, City or Town | San Antonio |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 78249 |
| City Area Code | (210) |
| Local Phone Number | 547-8800 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock |
| Trading Symbol | CCO |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |