8-K: Current report filing
Published on December 4, 2024
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
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Emerging growth company
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Item 1.01 Entry into a Material Definitive Agreement.
On December 4, 2024, Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Company”), entered into an amendment (the “Amendment”) to that certain Cooperation Agreement, dated as of January 31, 2024 (the “Cooperation Agreement”), by and between the Company and Legion Partners Holdings, LLC and certain of its affiliates.
Pursuant to the terms of the Amendment, the Company has agreed to certain amendments to the Cooperation Agreement, including that Raymond T. White will be included in the Company’s slate of nominees for the election of directors at the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”), and the Company’s Board of Directors will recommend that the Company’s stockholders vote in favor of his election at the 2025 Annual Meeting. The Amendment also extends the term of the Cooperation Agreement until the earlier of (x) 30 days prior to the director nomination deadline for the Company’s 2026 annual meeting of stockholders and (y) the date that is 120 days prior to the first anniversary of the 2025 Annual Meeting.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
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| 10.1 | Amendment to Cooperation Agreement, dated as of December 4, 2024, by and among Clear Channel Outdoor Holdings, Inc. and the Legion Parties (as defined therein). | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
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: December 4, 2024 | By: | /s/ Lynn A. Feldman |
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| Lynn A. Feldman | ||||||
| Executive Vice President, Chief Legal Officer and Corporate Secretary |
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