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  4. [8-K] iHeartMedia, Inc. Reports Material Event

Shareholders back iHeartMedia (NASDAQ: IHRT) long-term incentive plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

iHeartMedia, Inc. reported results of its 2026 annual stockholder meeting and changes to its long-term incentive plan. Stockholders approved a second amendment to the 2021 Long-Term Incentive Award Plan, increasing the Class A common stock share pool by 13,000,000 shares so that 32,000,000 shares are reserved for issuance.

The amendment also increases the shares that may be granted as incentive stock options to an aggregate 32,000,000 shares and extends the right to grant awards under the plan through June 4, 2036, with incentive stock options not grantable after April 7, 2036. All nominated directors were elected, Ernst & Young LLP was ratified as auditor for 2026, and stockholders approved executive compensation and the plan amendment.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Additional LTIP shares 13,000,000 shares Increase in Class A shares available under 2021 Long-Term Incentive Award Plan
Total LTIP share reserve 32,000,000 shares Aggregate Class A shares reserved under amended 2021 plan
Incentive stock option limit 32,000,000 shares Maximum Class A shares issuable as incentive stock options under amended plan
Award grant period end June 4, 2036 Final date to grant awards under amended plan (ISO grants end earlier)
ISO grant cut-off April 7, 2036 Last date to grant incentive stock options under amended plan
Shares represented at meeting 108,420,096 shares Class A shares present or by proxy at 2026 annual meeting
Outstanding shares entitled to vote 130,004,255 shares Class A shares outstanding and entitled to vote at annual meeting
Turnout percentage 83.39% Portion of outstanding Class A shares represented at annual meeting
Long-Term Incentive Award Plan financial
"the Company’s 2021 Long-Term Incentive Award Plan (the “2021 Plan”)"
incentive stock options financial
"may be granted as incentive stock options under the Amended Plan"
Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.
broker non-votes financial
"Votes FOR | Votes WITHHELD | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory (non-binding) basis financial
"Approval, on an advisory (non-binding) basis, of the compensation"
independent registered public accounting firm financial
"as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
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Understanding 8-K Material Events →
0001400891FALSE00014008912026-06-042026-06-04

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): June 4, 2026
 
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) 253-5000 
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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.001 par value per shareIHRTNasdaq 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 4, 2026, iHeartMedia, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the second amendment (the “Amendment”) to the Company’s 2021 Long-Term Incentive Award Plan (the “2021 Plan”). The Amendment was adopted by the Board of Directors (the “Board”) on April 7, 2026, and became effective upon stockholder approval at the Annual Meeting.

The Amendment amends the 2021 Plan and makes the following material changes to the 2021 Plan (as amended, the “Amended Plan”):

(i)Increases the number of shares of the Company’s Class A common stock available for issuance by 13,000,000 shares, such that an aggregate of 32,000,000 shares of the Company’s Class A common stock are reserved for issuance under the Amended Plan;

(ii)Increases the number of shares of the Company’s Class A common stock that may be granted as incentive stock options under the Amended Plan by 13,000,000 shares, such that an aggregate of 32,000,000 shares of the Company’s Class A common stock may be granted as incentive stock options under the Amended Plan; and

(iii)Extends the right to grant awards under the Amended Plan through June 4, 2036; provided that incentive stock options may not be granted under the Amended Plan after April 7, 2036.

The terms and conditions of the Amended Plan are described in the section entitled “Proposal Four – Approval of the Second Amendment to the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2026. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

As noted above, the Annual Meeting was held on June 4, 2026. A total of 108,420,096 shares of the Company’s Class A common stock were present electronically or represented by proxy at Annual Meeting, representing approximately 83.39% of the 130,004,255 shares of Class A common stock that were outstanding and entitled to vote at the 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 filed with the Securities and Exchange Commission on April 17, 2026.

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 Company’s 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

NOMINEE
Votes FOR
Votes WITHHELD
Broker Non-Votes
Robert W. Pittman
98,198,3491,264,3618,957,386
James A. Rasulo
90,172,4039,290,3078,957,386
Richard J. Bressler
98,272,3531,190,3578,957,386
Samuel E. Englebardt
92,222,5067,240,2048,957,386
Robert Millard
92,249,2737,213,4378,957,386
Cheryl Mills
91,757,7287,704,9828,957,386
Graciela Monteagudo
98,223,3561,239,3548,957,386
Kamakshi Sivaramakrishnan
98,231,9801,230,7308,957,386




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, 2026.

Votes FOR
Votes AGAINST
Votes ABSTAINED
Broker Non-Votes
105,605,5782,064,752749,7660

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
83,318,86415,393,581750,2658,957,386

Proposal 4 - Approval of the second amendment to the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan.

Votes FOR
Votes AGAINST
Votes ABSTAINED
Broker Non-Votes
94,485,8194,225,053751,8388,957,386

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, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, and Proposals 3 and 4 were approved.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description
10.1
Second Amendment to the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan, effective June 4, 2026.

104Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).


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.
 
 IHEARTMEDIA, INC.
   
Date: June 4, 2026By:/s/ David Hillman
  David Hillman
  Executive Vice President, Chief Legal Officer and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did iHeartMedia (IHRT) stockholders approve at the 2026 annual meeting?

Stockholders approved a second amendment to the 2021 Long-Term Incentive Award Plan, adding 13,000,000 shares so 32,000,000 Class A shares are reserved. They also approved executive compensation and ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026.

How many iHeartMedia (IHRT) shares were represented at the 2026 annual meeting?

A total of 108,420,096 Class A shares were present or represented by proxy, representing approximately 83.39% of the 130,004,255 shares outstanding and entitled to vote. This indicates a relatively high level of stockholder participation in the annual meeting decisions.

What changes were made to iHeartMedia’s 2021 Long-Term Incentive Award Plan?

The amendment increases the Class A share pool by 13,000,000 to 32,000,000 shares, raises the incentive stock option limit to 32,000,000 shares, and extends the ability to grant awards through June 4, 2036, with incentive stock options not grantable after April 7, 2036.

How did iHeartMedia (IHRT) stockholders vote on the long-term incentive plan amendment?

For Proposal 4, approving the second amendment to the 2021 Long-Term Incentive Award Plan, 94,485,819 votes were cast FOR, 4,225,053 AGAINST, and 751,838 ABSTAINED, with 8,957,386 broker non-votes. This vote resulted in approval of the incentive plan amendment.

Were iHeartMedia’s director nominees elected at the 2026 annual meeting?

All eight nominees, including Robert W. Pittman and Richard J. Bressler, were elected to one-year terms ending at the 2027 annual meeting. Each nominee received a majority of votes cast, with additional broker non-votes recorded on the director election proposal.

Did iHeartMedia (IHRT) stockholders approve the say-on-pay proposal in 2026?

Yes. For the advisory vote on named executive officer compensation, 83,318,864 votes were FOR, 15,393,581 AGAINST, and 750,265 ABSTAINED, with 8,957,386 broker non-votes. This non-binding vote approved the company’s executive compensation program for that year.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents