iHeartMedia, Inc. 8-K

What Happened

• iHeartMedia, Inc. announced results of its June 4, 2026 Annual Meeting. Stockholders elected eight directors and ratified Ernst & Young LLP as the company’s auditor.
• Stockholders approved the second amendment to the company’s 2021 Long-Term Incentive Award Plan (the “Amended Plan”), which was adopted by the Board on April 7, 2026 and became effective upon stockholder approval at the meeting.

Key Details

• Meeting turnout: 108,420,096 Class A shares present/proxy — about 83.39% of 130,004,255 outstanding Class A shares.
• Directors elected (one-year terms): Robert W. Pittman, James A. Rasulo, Richard J. Bressler, Samuel E. Englebardt, Robert Millard, Cheryl Mills, Graciela Monteagudo, Kamakshi Sivaramakrishnan.
• LTIP Amendment: increases Class A shares reserved for awards by 13,000,000 to an aggregate of 32,000,000 shares; increases incentive stock option capacity by 13,000,000 to 32,000,000; extends award grant rights through June 4, 2036 (incentive stock options may not be granted after April 7, 2036). Vote on the amendment: 94,485,819 FOR, 4,225,053 AGAINST, 751,838 ABSTAIN, 8,957,386 broker non-votes.
• Other votes: Ratification of Ernst & Young LLP — 105,605,578 FOR; Advisory approval of named executive officer compensation (non-binding) passed — 83,318,864 FOR vs. 15,393,581 AGAINST.

Why It Matters

• The approved amendment increases the pool of shares available for equity awards by 13 million (to 32 million total), which allows management to grant more stock-based compensation going forward and could lead to additional share dilution if awards are issued.
• Extending the plan through 2036 gives the company flexibility to use equity incentives for executive and employee compensation over the next decade.
• Re-election of the board and auditor ratification maintain the current governance and oversight structure, and the advisory “say-on-pay” vote passed, providing support (though non-binding) for the company’s executive compensation approach.