IHEARTMEDIA, INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
The number of RSUs and PSUs granted to each Executive is set forth in the following table. Name RSUs (#) PSUs (Target #) Robert W. Pittman 325,998 303,943 Richard J. Bressler 325,998 303,943 Michael B. McGuinness 81,500 75,986 Jordan R. Fasbender 65,200 60,789 Scott D. Hamilton 7,500 7,500 RSU Awards
The RSU awards vest as to one-third of the total RSUs granted to each Executive on each of the first three anniversaries of the grant date (each, an "RSU Vesting Date"), subject to Executive's continued service through the applicable date.
Termination of Employment. If an Executive is terminated without "cause" or resigns from the Company for "good reason" (each, a "Qualified Termination"), in either case, prior to the Company incurring a change in control, then:
• with respect to Messrs. Pittman and Bressler, the Executive's RSUs
will vest in full as of the termination and be settled on the original
vesting date; and
• with respect to the other Executives, a portion of the RSUs that would
have vested on the next scheduled RSU Vesting Date, prorated to
reflect the number of days the Executive was in service to the Company
during such vesting period, will vest as of the termination date and
be settled on the original vesting date.
In the event of an Executive's Qualifying Termination following a change in
control, or upon a termination due to death or "disability," the RSUs will vest
in full and be settled in connection with such Qualified Termination. In
addition, with respect to Messrs. Pittman and Bressler only, if either Executive
experiences a "retirement termination" (which may not occur prior to
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PSU Awards
The PSU awards will become earned based on the Company's achievement of
performance goals relating to (1) relative total shareholder return ("Relative
TSR PSUs"), (2) Adjusted EBITDA performance ("EBITDA PSUs") and (3) diversity,
equity and inclusion metrics ("DE&I PSUs") (together, the "Performance Goals")
over a performance period ending on the earlier of
Termination of Employment. If an Executive experiences a Qualified Termination, in either case, prior to the Company incurring a change in control, then:
• with respect to Messrs. Pittman and Bressler, the Executive's PSU
award will remain outstanding and eligible to vest in full, subject to
the achievement of the Performance Goals, and will be settled on the
original vesting date; and
• with respect to the other Executives, the Executive's PSU award will
remain outstanding and eligible to vest with respect to a prorated
number of PSUs (i.e., prorated to reflect the number of days the
Executive was in service during the applicable Performance Period),
and will be settled on the original vesting date.
Upon a termination due to death or "disability," the PSUs will vest at "target." With respect to Messrs. Pittman and Bressler only, if either Executive experiences a "retirement termination," then the PSUs will vest at "target" if they were granted more than one year prior to the retirement date.
Change in Control. If the Company incurs a change in control, then the PSUs will
be earned based on the greater of "target" and actual performance through the
consummation of such change in control, and such earned PSUs will vest on the
earlier of
The foregoing description of the RSU and PSU awards is qualified in its entirety by reference to the full text of the Plan and applicable award agreements, the forms of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Company's 2022 Annual Meeting of Stockholders (the "2022 Annual Meeting")
was held on
Proposal 1 - Election of
Votes Broker Non-
NOMINEE Votes FOR WITHHELD Votes
Cheryl Mills 88,116,250 909,785 9,901,001
Robert W. Pittman 87,997,035 1,029,000 9,901,001
James A. Rasulo 88,460,244 565,791 9,901,001
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Proposal 2 - Ratification of the appointment of
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 98,333,302 580,857 12,877 0
Proposal 3 - Approval, on an advisory basis, of the compensation of the Company's named executive officers.
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 87,626,871 1,381,697 17,467
9,901,001
Based on the foregoing votes,
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description 10.1 Form of iHeartMedia, Inc. Restricted Stock Unit Award Agreement (for Executive Officers) 10.2 Form of iHeartMedia, Inc. Restricted Stock Unit Award Agreement (for Pittman/Bressler) 10.3 Form ofiHeartMedia, Inc. Performance Restricted Stock Unit Award Agreement (for Executive Officers) 10.4 Form ofiHeartMedia, Inc. Performance Restricted Stock Unit Award Agreement (for Pittman/Bressler) 104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).
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