Clear Channel Outdoor Holdings, Inc. (CCO) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Clear Channel Outdoor Holdings, Inc. Please note that today's meeting is being recorded. Following the meeting, we will have a question-and-answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Benjamin Moreland, Chair of the Board of Directors of Clear Channel Outdoor Holdings, Inc. Mr. Moreland, the floor is yours.

Thank you, Chris, and good morning, everyone. I am Ben Moreland, Chair of the Board of Directors of the company, and I welcome you to this Annual Meeting of Stockholders for Clear Channel Outdoor Holdings. Today's virtual-only meeting is a live audio webcast. In light of our COVID-19 pandemic, we are holding our annual meeting in virtual format to protect the health and safety of our stockholders and employees. Thank you very much to those who are participating with us today. I will act as Chair of this meeting. Lynn Feldman, who serves as our Executive Vice President, General Counsel and Secretary, will act as secretary of this meeting. Steve Myers, representative of Computershare, our transfer agent, will be acting as the inspector of election for this meeting and is also in attendance. The meeting will now come to order. At this time, Lynn, will you give the secretary's report and notice of this meeting and affidavit of mailing?

Thank you, Ben, and good morning. Computershare has provided a list of stockholders of record of the company at the close of business on March 23, 2020, the record date for determining stockholders entitled to notice of and vote at this meeting. This list is available in the filed section in the lower left of the screen. Computershare has also provided an affidavit stating that the notice of this annual meeting and the proxy materials or a notice of Internet availability of these proxy materials were sent to all stockholders of record beginning on or about April 8, 2020. If you need a copy of the annual report or the proxy statement, the links are provided online. Finally, Computershare has reported that a majority of the outstanding shares of the company's common stock entitled to vote on the proposals at this meeting are present by proxy. Accordingly, a quorum to this annual meeting of stockholders is present. These materials will be made part of the minutes of this meeting.

We will now proceed with the business of the meeting. First, I'm pleased to introduce the directors who are here with us today: William Eccleshare, CEO of the company; John Dionne; Lisa Hammitt, Andrew Hobson, Thomas King, Joe Marchese, Mary Teresa Rainey and Jinhy Yoon. I would also like to introduce the members of management who are with us here today. As I mentioned, William Eccleshare; Brian Coleman, Chief Financial Officer; Scott Wells; and Jason Dilger. Our independent public auditors, Ernst & Young, LLP, are represented here today by Joe Gaughan. To ensure an orderly and expeditious conduct of the meeting, I call your attention to the rules of conduct set forth for this meeting. These are made available to each stockholder in the files section in the lower left of the screen. We ask that in fairness to all stockholders attending this meeting, you please honor these rules. As described in the proxy statement, the items for business in today's meeting consists of the election of 3 directors, the approval of an advisory resolution on executive compensation, the ratification of our Audit Committee's selection of Ernst & Young as the company's independent registered public accounting firm for the year ending December 31, 2020. The company has not received notice from any stockholder as required under its bylaws or any other matter -- of any other matter to be considered at today's meeting and so no other proposals may be properly introduced by stockholders. I now declare the polls open for voting at this meeting at 9:04 Eastern Time. If you've not voted or wish to change your vote, you may do so now by clicking on the link provided online. Any stockholder who has already voted and does not want to change their vote need not take any further action. The polls remain open until immediately after the discussion on today's proposal. Lynn, would you please present the proposals?

Thank you, Ben. Proposal #1 is for the election of the following nominees to serve on the Board of Directors of the company for a 3-year term: John Dionne, Andrew Hobson, Joe Marchese. All of the nominees currently are members of the Board of Directors of the company. Directors elected today will hold office until 2023 and until their respective successors are duly elected and qualified.

Thank you. The company's bylaws require any stockholder desiring to nominate a person for election to the Board of Directors to submit such nomination in writing and in a timely manner to the secretary of the company. Since no stockholder nominations were received, the nominations for the election of the directors are closed.

Proposal #2 is for the approval of an advisory resolution on executive compensation. Proposal #3 is for the ratification of the Audit Committee's selection of Ernst & Young LLP as the company's independent registered public accounting firm for the year ending December 31, 2020.

Very good. Let's proceed with voting on the proposals. We will close the polls immediately after any discussion on these proposals. So if you wish to vote and have not yet done so, now is the time to submit your vote by clicking on the link provided online. Any stockholder who has already returned a proxy card or voted by telephone or Internet and does not want to change their vote, need not take any further action. If you have not yet turned in your proxy card or voted or if a stockholder -- or if you're a stockholder of record and you wish to vote your shares in a manner different than you're indicating on your proxy card, you may do so now by clicking on the link provided online. If there are any questions regarding the voting procedures or if any stockholder wishes to comment or raise questions regarding the proposals now being voted on, you may submit questions online by clicking on the dialogue icon in the upper right corner of the meeting center screen. We'll give a moment to see if we have any questions. There being no questions or further discussion on the proposals, we will now close the polls. If you've not already done so, please submit your vote by clicking on the link provided online. I now declare the polls closed at 9:07 Eastern Time. Based on the preliminary review of the votes cast, the inspector has informed us that the nominees for directors have been duly elected, the advisory resolution on executive compensation has been approved and the appointment of Ernst & Young to serve as the company's independent registered public accounting firm for the year ended December 31, 2020, has been duly ratified. The inspector of election certificate and report of the final tabulation of votes will be annex to the minutes of this meeting. Final results will be published in a Form 8-K. I'm aware of no other business that should be brought before this meeting and accordingly adjourn the meeting. This concludes the 2020 Annual Stockholders Meeting at 9:08 Eastern Time. At this time, William Eccleshare, the company's CEO, will be taking questions submitted in accordance with the rules of conduct. To ask a question on the message icon -- click on the message icon to submit your question or comment. Thank you.

I see no questions.

Okay. In the absence of questions, I want to again thank everyone for their attendance, and we will conclude the meeting. Thank you for joining.

Thank you.

Ladies and gentlemen, this concludes the meeting. You may now disconnect. Have a pleasant day.