secwatch / observer

8-K filed May 16, 2024, 7:59 PM ET ticker CCO CIK 0001334978

other material confidence high sentiment neutral materiality 0.65

Clear Channel Outdoor grants performance-based RSUs to execs; shareholders approve stock plan increase

Clear Channel Outdoor Holdings, Inc.

CEO Scott Wells, CFO David Sailer, CLO Lynn Feldman granted PSUs with target values $3.75M, $1.2M, $1M respectively.
PSUs vest in 1/3 increments based on stock price hurdles of $2.50, $3.25, $4.25 (60%-172% above current $1.56) over 4-year period.
Stockholders approved 2012 Incentive Plan amendment adding 36.7M new shares and eliminating liberal share recycling for stock options/SARs.
All director nominees elected; advisory say-on-pay passed; officer exculpation amendment and auditor ratification approved.

item 5.02 item 5.07 item 9.01

Machine-readable event card

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accession: 0001193125-24-140689
form_type: 8-K
ticker: CCO
cik: 0001334978
company_name: Clear Channel Outdoor Holdings, Inc.
filed_at: 2024-05-16T23:59:59+00:00
discovered_at: 2026-05-14T18:03:18.001518+00:00
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Source-grounded claims

11d875fbce0fe2546c8c8345a9cfffee68041d1e

Clear Channel Outdoor Holdings, Inc. shareholders approved Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2024 at the 2024-05-16 meeting.

Proposal 5: Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2024 Votes For Votes Against Abstentions Broker Non-Votes 425,690,444 7,881,878 292,637 N/A

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

1bb75e83e19b1a812babb5c844b77018f07b8364

Clear Channel Outdoor Holdings, Inc. shareholders approved Approval of the advisory (non-binding) resolution on executive compensation at the 2024-05-16 meeting.

Proposal 2: Approval of the advisory (non-binding) resolution on executive compensation Votes For Votes Against Abstentions Broker Non-Votes 357,817,942 3,434,774 70,505 72,541,738

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

25ebcd96e3d87b93a002262874023db6802c6a38

Clear Channel Outdoor Holdings, Inc. shareholders approved Approval of the adoption of the Company’s 2012 Third Amended and Restated Stock Incentive Plan to increase the number of shares authorized for issuance under the 2012 Second Amended and Restated Stock Incentive Plan by 36,700,000 shares and to eliminate the liberal share recycling provisions with re at the 2024-05-16 meeting.

Proposal 4: Approval of the adoption of the Company’s 2012 Third Amended and Restated Stock Incentive Plan to increase the number of shares authorized for issuance under the 2012 Second Amended and Restated Stock Incentive Plan by 36,700,000 shares and to eliminate the liberal share recycling provisions with respect to stock options and stock appreciation rights Votes For Votes Against Abstentions Broker Non-Votes 352,020,024 9,246,339 56,858 72,541,738

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

42e0d0579629f31c5c8178d5ac2cf38de715ece4

Clear Channel Outdoor Holdings, Inc. shareholders approved Approval of the amendment to the Company’s Certificate of Incorporation to provide for the exculpation of certain officers as permitted by recent amendments to Delaware law at the 2024-05-16 meeting.

Proposal 3: Approval of the amendment to the Company’s Certificate of Incorporation to provide for the exculpation of certain officers of the Company as permitted by recent amendments to Delaware law Votes For Votes Against Abstentions Broker Non-Votes 340,135,744 21,099,443 88,034 72,541,738

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

d60ca8a7e30022e31226b14ed9e0415d734701ac

Clear Channel Outdoor Holdings, Inc. shareholders approved Election of Directors at the 2024-05-16 meeting.

Proposal 1: Election of Directors Name Votes For Votes Withheld Broker Non-Votes John Dionne 337,065,968 24,257,253 72,541,738 Lisa Hammitt 337,270,258 24,052,963 72,541,738 Andrew Hobson 339,962,256 21,360,965 72,541,738 Thomas C. King 339,852,099 21,471,122 72,541,738 Joe Marchese 337,186,079 24,137,142 72,541,738 W. Benjamin Moreland 340,087,370 21,235,851 72,541,738 Mary Teresa Rainey 336,838,727 24,484,494 72,541,738 Scott R. Wells 339,771,544 21,551,677 72,541,738 Raymond T. (Ted) White 354,310,176 7,013,045 72,541,738 Jinhy Yoon 340,064,991 21,258,230 72,541,738

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

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Regulus shareholders approve 2019 Equity Plan amendment adding 9.5M shares

Regulus Therapeutics Inc. May 17, 2024, 7:59 PM ET other_material Items 5.02, 5.07, 9.01

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Proposal 5: Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2024 Votes For Votes Against Abstentions Broker Non-Votes 425,690,444 7,881,878 292,637 N/A

Comparable filing

Proposal 5. The Company’s stockholders approved the Amended 2019 Plan which, among other things, increased the number of shares of our common stock authorized for issuance under the 2019 Plan by 9,500,000 shares and modified the calculation of the annual automatic share reserve increase to take into account shares of common stock issuable upon conversion or exercise of convertible preferred stock and prefunded warrants. Votes For Votes Against Abstentions Broker Non-Votes 32,563,555 5,916,084 29,301 3,688,130

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Proposal 5: Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2024 Votes For Votes Against Abstentions Broker Non-Votes 425,690,444 7,881,878 292,637 N/A

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HNI CORP May 20, 2024, 7:59 PM ET other_material Items 2.05, 2.06, 5.07, 9.01

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Proposal 5: Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2024 Votes For Votes Against Abstentions Broker Non-Votes 425,690,444 7,881,878 292,637 N/A

Comparable filing

Proposal No. 2 – Ratification of KPMG LLP as the Corporation’s Independent Registered Public Accounting Firm for Fiscal 2024. The Corporation’s shareholders ratified the selection of KPMG LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 28, 2024, with votes as follows: %For 1 For Against Abstain 99.33% 41,551,173.283 281,975.938 62,933.098 1 Percentage of votes cast, which excludes abstentions (in accordance with Iowa law).

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Nemaura Medical Inc.

Shareholders approve reverse stock split authorization at ratio of 1:10 to 1:150

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Proposal 5: Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2024 Votes For Votes Against Abstentions Broker Non-Votes 425,690,444 7,881,878 292,637 N/A

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Proposal 5: Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2024 Votes For Votes Against Abstentions Broker Non-Votes 425,690,444 7,881,878 292,637 N/A

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Proposal No. 2: Approval of the Functional Brands Inc. 2026 Equity Incentive Plan The second proposal was the approval of the Functional Brands Inc. 2026 Equity Incentive Plan. The vote on the proposal was as follows: FOR AGAINST ABSTAIN BROKER NON-VOTE 4,613,683 1,527,837 58,670 1,732,790 Proposal No. 2 was approved by a majority of the votes cast.

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Proposal 5: Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2024 Votes For Votes Against Abstentions Broker Non-Votes 425,690,444 7,881,878 292,637 N/A

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Advisory vote to approve the fiscal 2026 compensation of the Company’s named executive officers: For Against Abstain Broker Non-Votes 493,864,228 117,716,717 668,510 102,463,325

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Proposal 5: Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2024 Votes For Votes Against Abstentions Broker Non-Votes 425,690,444 7,881,878 292,637 N/A

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PROPOSAL 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for calendar year 2026. Votes For Votes Against Abstentions 134,853,955 7,100,190 646,621

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Proposal 5: Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2024 Votes For Votes Against Abstentions Broker Non-Votes 425,690,444 7,881,878 292,637 N/A

Comparable filing

Item 2 – Advisory Vote on Named Executive Officer Compensation The holders of our common stock approved, on a non-binding advisory basis, the compensation paid to our named executive officers. Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 228,280,853 4,764,836 1,349,137 51,448,019

Filing page SEC filing

Source: SEC EDGAR

accession 0001193125-24-140689

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