iHeartMedia, Inc. Files DEF 14A with SEC

Ticker: IHETW · Form: DEF 14A · Filed: Apr 25, 2024 · CIK: 1400891

Iheartmedia, Inc. DEF 14A Filing Summary
FieldDetail
CompanyIheartmedia, Inc. (IHETW)
Form TypeDEF 14A
Filed DateApr 25, 2024
Risk Level
Pages15
Reading Time18 min
Key Dollar Amounts$3,751M, $3.8 b, $3.9 billion, $797 million, $57 million
Sentimentneutral

Sentiment: neutral

Topics: iHeartMedia, DEF 14A, Proxy Statement, Executive Compensation, Corporate Governance

TL;DR

<b>iHeartMedia, Inc. filed its annual proxy statement (DEF 14A) detailing executive compensation and corporate governance for the fiscal year ended December 31, 2023.</b>

AI Summary

iHeartMedia, Inc. (IHETW) filed a Proxy Statement (DEF 14A) with the SEC on April 25, 2024. Filing is a DEF 14A for iHeartMedia, Inc. for the fiscal year ending December 31, 2023. The filing was submitted on April 25, 2024. iHeartMedia, Inc. was formerly known as CC Media Holdings Inc. The company's business address is 20880 Stone Oak Parkway, San Antonio, TX 78258. The filing includes details on executive compensation components such as deductions for stock and option awards, fair value of awards granted and vested, and dividends paid.

Why It Matters

For investors and stakeholders tracking iHeartMedia, Inc., this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, stock awards, and other financial details related to the company's performance and governance. Understanding the details within this proxy statement is essential for shareholders to make informed voting decisions on matters presented at the upcoming annual meeting, particularly concerning executive pay and board nominations.

Risk Assessment

Risk Level: — iHeartMedia, Inc. shows moderate risk based on this filing. The filing is a standard DEF 14A, providing routine disclosures on executive compensation and corporate governance, with no immediate red flags or significant new risks indicated.

Analyst Insight

Shareholders should review the executive compensation details and any proposals for shareholder votes outlined in this DEF 14A to make informed decisions.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Conformed period of report)
  • 2024-04-25 — Filing Date (As of date)

Key Players & Entities

  • iHeartMedia, Inc. (company) — Filer name
  • CC Media Holdings Inc (company) — Former company name
  • San Antonio, TX (location) — Business address city and state

FAQ

When did iHeartMedia, Inc. file this DEF 14A?

iHeartMedia, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 25, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by iHeartMedia, Inc. (IHETW).

Where can I read the original DEF 14A filing from iHeartMedia, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by iHeartMedia, Inc..

What are the key takeaways from iHeartMedia, Inc.'s DEF 14A?

iHeartMedia, Inc. filed this DEF 14A on April 25, 2024. Key takeaways: Filing is a DEF 14A for iHeartMedia, Inc. for the fiscal year ending December 31, 2023.. The filing was submitted on April 25, 2024.. iHeartMedia, Inc. was formerly known as CC Media Holdings Inc..

Is iHeartMedia, Inc. a risky investment based on this filing?

Based on this DEF 14A, iHeartMedia, Inc. presents a moderate-risk profile. The filing is a standard DEF 14A, providing routine disclosures on executive compensation and corporate governance, with no immediate red flags or significant new risks indicated.

What should investors do after reading iHeartMedia, Inc.'s DEF 14A?

Shareholders should review the executive compensation details and any proposals for shareholder votes outlined in this DEF 14A to make informed decisions. The overall sentiment from this filing is neutral.

How does iHeartMedia, Inc. compare to its industry peers?

iHeartMedia operates in the radio broadcasting industry, a sector that has been adapting to digital media and evolving advertising models.

Are there regulatory concerns for iHeartMedia, Inc.?

The filing is made under the Securities Exchange Act of 1934, specifically Section 14(a), which governs the solicitation of proxies.

Industry Context

iHeartMedia operates in the radio broadcasting industry, a sector that has been adapting to digital media and evolving advertising models.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Section 14(a), which governs the solicitation of proxies.

What Investors Should Do

  1. Analyze the executive compensation breakdown for key personnel.
  2. Review any shareholder proposals and management's recommendations.
  3. Understand the voting procedures and deadlines for the upcoming shareholder meeting.

Key Dates

  • 2023-12-31: Fiscal Year End — Reporting period for the DEF 14A
  • 2024-04-25: Filing Date — Date the DEF 14A was filed with the SEC

Glossary

DEF 14A
A filing required by the SEC for companies to provide information to shareholders prior to their annual meeting. (This filing contains details on executive compensation, director nominations, and other corporate governance matters.)

Year-Over-Year Comparison

This is the initial DEF 14A filing for the fiscal year 2023, following previous filings for earlier periods.

Filing Stats: 4,477 words · 18 min read · ~15 pages · Grade level 17 · Accepted 2024-04-25 16:04:40

Key Financial Figures

  • $3,751M — United States as measured by Podtrac $3,751M in revenues for 2023 2X reach of the
  • $3.8 b — Consolidated revenue decreased 4% to $3.8 billion, from $3.9 billion in the prior y
  • $3.9 billion — enue decreased 4% to $3.8 billion, from $3.9 billion in the prior year. Digital Audio Group
  • $797 million — year. Consolidated operating loss was $797 million compared to operating income of $57 mil
  • $57 million — million compared to operating income of $57 million in the prior year. Consolidated net lo
  • $1.1 billion — prior year. Consolidated net loss was $1.1 billion compared to a net loss of $263 million
  • $263 million — $1.1 billion compared to a net loss of $263 million in the prior year. Consolidated Adjust
  • $697 m — ated Adjusted EBITDA 1 decreased 27% to $697 million, from $950 million in the prior y
  • $950 million — A 1 decreased 27% to $697 million, from $950 million in the prior year. Cash flows from ope
  • $213 m — m operating activities decreased 49% to $213 million, from $420 million in the prior y
  • $420 million — ies decreased 49% to $213 million, from $420 million in the prior year. Adjusted Free Cash
  • $118 m — usted Free Cash Flow 1 decreased 59% to $118 million, from $291 million in the prior y
  • $291 million — w 1 decreased 59% to $118 million, from $291 million in the prior year. Cash balance and to
  • $346 million — ance and total available liquidity 2 of $346 million and $772 million, respectively, as of D
  • $772 m — ailable liquidity 2 of $346 million and $772 million, respectively, as of December 31,

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 30 Compensation Discussion and Analysis 31 Short-Term Cash Incentives 38 COMPENSATION COMMITTEE REPORT 44

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 45 Summary Compensation Table 45 Grants of Plan-Based Awards—Fiscal Year 2023 47 Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table 47 Outstanding Equity Awards at 2023 Fiscal Year-End 50 Option Exercises and Stock Vested—Fiscal Year 2023 51 Summary of Potential Payments and Benefits—Termination and Change in Control Events 52 Summary of Potential Payments Upon Termination or Change in Control 55 CEO PAY RATIO 55 PAY VS PERFORMANCE 57 EQUITY COMPENSATION PLAN INFORMATION 60 DIRECTOR COMPENSATION 62 Relationship of Compensation Policies and Programs to Risk Management 64

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 65 Delinquent Section 16 Reports 66 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 67 Relationships and Transactions 67 Policies and Procedures for Related Person Transactions 67 OUR EXECUTIVE OFFICERS 68 QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING OF STOCKHOLDERS 69 ADDITIONAL INFORMATION 73 Stockholder Proposals 73 Householding of Annual Meeting Materials 73 Other Matters 73 Solicitation of Proxies 73 Annex A 75 Annex B-1 77 Annex B-2 77

Forward-Looking Statements

Forward-Looking Statements Certain statements herein constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause the actual results, performance or achievements of iHeartMedia, Inc. and its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The words or phrases "guidance," "believe," "expect," "anticipate," "estimates," "forecast" and similar words or expressions are intended to identify such forward-looking statements. In addition, any statements that refer to expectations or other characterizations of future events or circumstances, such as statements about capital and operating expense reduction initiatives, future financial results, and our business plans, strategies and initiatives, including our environmental, social and governance ("ESG") initiatives, are forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other important factors, some of which are beyond our control and are difficult to predict. Various risks that could cause future results to differ from those expressed by the forward-looking statements included herein include, but are not limited to: risks related to weak or uncertain global economic conditions and our dependence on advertising revenues; competition, including increased competition from alternative media platforms and technologies; dependence upon the performance of on-air talent, program hosts and management; fluctuations in operating costs; technological and industry changes and innovations; shifts in population and other demographics; risks related to our use of artificial intelligence; impact of acquisitions, dispositions and/or other strategic transactions; risks related to our

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