Form: 8-K

Current report filing

May 3, 2023

false 0001334978 0001334978 2023-05-03 2023-05-03

 

 

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): May 3, 2023

 

 

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32663   88-0318078

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

4830 North Loop 1604W, Suite 111
San Antonio, Texas 78249
(Address of principal executive offices)

Registrant’s telephone number, including area code: (210) 547-8800

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

Common Stock   CCO   New York Stock Exchange

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