Clear Channel Outdoor Holdings, Inc. 8-K

What Happened
Clear Channel Outdoor Holdings, Inc. announced that its stockholders approved the pending merger with an investor consortium advised by Mubadala Capital in partnership with TWG Global at a special meeting on May 12, 2026. The merger agreement (dated February 9, 2026) calls for Madison Merger Sub, Inc. to merge into Clear Channel Outdoor, with the Company becoming a wholly owned subsidiary of Madison Parent Inc. As of the April 6, 2026 record date, 506,416,345 shares were outstanding; 411,434,631 shares (about 81.24%) were present or represented by proxy, constituting a quorum.

Key Details

• Merger vote results: For 410,785,278; Against 509,639; Abstain 139,714 — the Merger Proposal was approved.
• Advisory compensation vote (non‑binding): For 376,601,662; Against 34,663,692; Abstain 169,277 — approved on an advisory basis.
• Record date and quorum: 506,416,345 shares outstanding as of April 6, 2026; 411,434,631 shares (81.24%) present or by proxy. No broker non‑votes reported.
• Merger mechanics: Merger Sub will merge into the Company and the Company will become a wholly owned subsidiary of Parent (Madison Parent Inc.).

Why It Matters
Stockholder approval is a major procedural milestone toward completing the acquisition; however, the merger remains subject to the conditions in the Merger Agreement (including any required regulatory approvals) and may not close. If completed as described, Clear Channel Outdoor would become a privately held subsidiary of the buyer group, which could affect the company’s public trading status, governance and reporting. The company’s 8‑K also includes standard forward‑looking disclaimers and points investors to its Form 10‑K risk factors for additional information.