iHeartMedia, Inc. (IHRT) Earnings Call Transcript & Summary

Good day, and welcome to the iHeartMedia, Inc, Annual Meeting of Stockholders. I would now like to turn the call over to Bob Pittman. Please go ahead.

Thank you, and good afternoon. I'm Bob Pittman, the Chairman of the Board and Chief Executive Officer of iHeartMedia, Inc., and the Chairperson of today's meeting. I'm very happy to welcome you to our 2020 Annual Meeting of Stockholders. While we had planned for an in-person annual meeting, in light of the COVID-19 pandemic, the company has changed the format of its 2020 annual meeting to a virtual meeting to protect the health and safety of its stockholders, employees and other attendees. I'd also like to note that today's remarks may include forward-looking statements. Actual results may differ materially from those indicated by these statements as a result of various important factors, including those discussed in the Risk Factors sections of our Form 10-K, 10-Qs and other reports on file with the SEC. Any forward-looking statements represent our views only as of today, and we undertake no obligation to update them. I'd like now to introduce you to the other members of the Board of Directors and the other officers of the company. From the Board are Rich Bressler, our President, Chief Operating Officer and Chief Financial Officer; Jay Rasulo, our lead Independent Director; Gary Barber; Brad Gerstner, Sean Mahoney; and Kamakshi Sivaramakrishnan. From the company, we also have Paul McNicol, our Executive Vice President, General Counsel and Secretary; and Jordan Fasbender, our Executive Vice President, Deputy General Counsel and Assistant Secretary. I'd also like to introduce Mitch Rosendorf of Ernst & Young LLP, the company's independent auditor, who is available to respond to appropriate questions via the question-and-answer function on the annual meeting web page. I'd now like to call the meeting to order. The polls opened today, June 15, 2020, at 2:30 p.m. Eastern Time for voting on all matters before the meeting. If you have not already voted and wish to vote, the polls will remain open until we finish presenting the proposals and close the polls. You do not need to vote during the meeting if you have already voted and do not wish to change your vote. We will proceed with the formal business of the meetings, as indicated in the notice of annual meeting and the company's proxy statement. I'll now turn it over to Paul McNicol, our General Counsel and Secretary. Paul?

Thanks, Bob. On the virtual meeting web page, you will find the agenda for the meeting. You will also find the rules of conduct for today's meeting. Please review these rules carefully. Note that only Class A stockholders who are logged into the meeting using their 16-digit control number will be able to vote and submit questions at today's meeting. As Corporate Secretary, I will file the proof of mailing of notice of the meeting with the records of the meeting. All Class A stockholders of record at the close of business on April 22, 2020 or holders of the valid proxy are entitled to vote at the meeting. A complete list of the holders of record of the outstanding shares of the company's Class A common stock on the record date for the meeting is available on your screen, if you have logged into the meeting using your 16-digit control number. At this time, I'd like to introduce Peter Descovich, a representative of Broadridge Financial Solutions. The Board of Directors has appointed a representative of Broadridge to act as inspector of election at today's meeting. Mr. Descovich has signed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. I have been informed that a quorum is present, and so we can the formal business of this meeting. There are 3 proposals to be considered by the Class A stockholders at this meeting. The company recommends that the stockholders vote for each of these proposals. The first item of business is the election of Gary Barber and Brad Gerstner to serve as Class I directors of the company for a term of office expiring at the Annual Meeting of Stockholders to be held in 2023. The second line of business is the ratification of the Audit Committee's appointment of Ernst & Young LLP as our independent registered public accounting firm for our 2020 fiscal year. The third item of business is the approval of the following resolution, resolved that the stockholders of iHeartMedia, Inc. approve on an advisory basis, the 2019 compensation of iHeartMedia Inc.'s named executive officers as described in the compensation discussion and analysis and disclosed in the summary compensation table and related compensation tables and narrative disclosure set forth in the iHeartMedia Inc. proxy statement for the 2020 Annual Meeting of Stockholders. That was the final proposal for today's meeting. With regard to voting, if you wish to vote and you haven't already, please vote now by clicking on the voting button on the web portal and following the instructions. You do not need to vote electronically if you have already sent in your signed proxy or if you have voted by telephone or Internet. We will pause for approximately 30 seconds before closing voting polls. [Voting]

The time is now 2:42 on June 15, 2020, and the polls are now closed for voting. I have reviewed the preliminary report of the inspector of election to be kept with the company's records of the annual meeting. Based on this preliminary report of the inspector of election: one, each of Gary Barber and Brad Gerstner have been elected as Class I directors; two, the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2020 has been ratified; and three, the resolution to approve on an advisory basis, the compensation of iHeartMedia Inc.'s named executive officers has been approved. The final tally of the votes will be published within 4 business days in a current report on Form 8-K to be filed with the Securities and Exchange Commission. Bob, we are ready to adjourn the meeting.

Yes. Thanks, Paul. The meeting is now adjourned.

We will now move to the final topic on the agenda, questions and answers. In addition to questions received prior to the meeting, we will be answering questions submitted during the meeting that are within the rules of conduct. Please note that only stockholders who have logged into the meeting using their 16-digit control number are able to submit a question through the question-and-answer area of the web portal. Jordan, are there any questions that have been submitted?

No. There are no questions that are within the rules of conduct that have been submitted. Bob, please proceed with your closing remarks.

Thank you, Jordan. In closing, I want to thank you all and all of our stockholders and everyone on the line today for your support and interest in iHeartMedia. This concludes our annual meeting.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.