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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 13, 2025
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) | | (I.R.S. Employer
Identification No.) |
20880 Stone Oak Parkway
San Antonio, Texas 78258
(Address of principal executive offices)
Registrant’s telephone number, including area code: (210) 822-2828
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 5.07. Submission of Matters to a Vote of Security Holders
On May 13, 2025, iHeartMedia, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 105,769,813 shares of the Company’s Class A common stock were present electronically or represented by proxy at Annual Meeting, representing approximately 83.7% of the 126,376,383 shares of Class A common stock that were outstanding and entitled to vote at the Company’s 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.
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 2026 Annual Meeting of Stockholders.
| | | | | | | | | | | | | | | | | |
| NOMINEE | Votes FOR | | Votes WITHHELD | | Broker Non-Votes |
| Robert W. Pittman | 91,644,568 | | 1,941,477 | | 12,183,768 |
| James A. Rasulo | 87,598,217 | | 5,987,828 | | 12,183,768 |
| Richard J. Bressler | 88,941,023 | | 4,645,022 | | 12,183,768 |
| Samuel E. Englebardt | 87,602,900 | | 5,983,145 | | 12,183,768 |
| Robert Millard | 90,319,133 | | 3,266,912 | | 12,183,768 |
| Cheryl Mills | 87,271,408 | | 6,314,637 | | 12,183,768 |
| Graciela Monteagudo | 91,521,949 | | 2,064,096 | | 12,183,768 |
| Kamakshi Sivaramakrishnan | 91,485,768 | | 2,100,277 | | 12,183,768 |
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, 2025.
| | | | | | | | | | | | | | | | | | | | |
| Votes FOR | | Votes AGAINST | | Votes ABSTAINED | | Broker Non-Votes |
| 104,874,849 | | 819,846 | | 75,118 | | 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 |
| 68,566,011 | | 25,004,190 | | 15,844 | | 12,183,768 |
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 and Proposals 2 and 3 were approved.
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.
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| | IHEARTMEDIA, INC. |
| | | |
| Date: May 19, 2025 | By: | /s/ David Hillman |
| | | David Hillman |
| | | Executive Vice President, Chief Legal Officer and Secretary |