{"url_path":"/sec/ihrt/8-k/2026-06-04/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1400891/0001628280-26-040785-index.html","accession_number":"0001628280-26-040785","cik":"0001400891","ticker":"IHRT","issuer_name":"iHeartMedia, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1400891/0001628280-26-040785-index.html","primary_entity_key":"0001400891","primary_entity_name":"iHeartMedia, Inc."},"word_count":348,"has_tables":true,"body_markdown":"Item 5.07. Submission of Matters to a Vote of Security Holders.\n\nAs 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.\n\nProposal 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.\n\nNOMINEE\n\nVotes FOR\n\nVotes WITHHELD\n\nBroker Non-Votes\n\nRobert W. Pittman\n98,198,3491,264,3618,957,386\n\nJames A. Rasulo\n90,172,4039,290,3078,957,386\n\nRichard J. Bressler\n98,272,3531,190,3578,957,386\n\nSamuel E. Englebardt\n92,222,5067,240,2048,957,386\n\nRobert Millard\n92,249,2737,213,4378,957,386\n\nCheryl Mills\n91,757,7287,704,9828,957,386\n\nGraciela Monteagudo\n98,223,3561,239,3548,957,386\n\nKamakshi Sivaramakrishnan\n98,231,9801,230,7308,957,386\n\nProposal 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.\n\nVotes FOR\n\nVotes AGAINST\n\nVotes ABSTAINED\n\nBroker Non-Votes\n\n105,605,5782,064,752749,7660\n\nProposal 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.\n\nVotes FOR\n\nVotes AGAINST\n\nVotes ABSTAINED\n\nBroker Non-Votes\n\n83,318,86415,393,581750,2658,957,386\n\nProposal 4 - Approval of the second amendment to the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan.\n\nVotes FOR\n\nVotes AGAINST\n\nVotes ABSTAINED\n\nBroker Non-Votes\n\n94,485,8194,225,053751,8388,957,386\n\nBased 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."}