UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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| 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 | |||||