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

Good morning, and welcome to the iHeartMedia, Inc. Annual Meeting of Stockholders. I would now like to introduce the first presenter, Bob Pittman, Chairman of the Board and Chief Executive Officer of iHeartMedia, Inc. Bob?

Good morning. I'm Bob Pittman, 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 2021 Annual Meeting of Stockholders. While we would like to have held an in-person annual meeting, in light of the ongoing COVID-19 pandemic, we decided to have a virtual meeting again this year to protect the health and safety of the company's 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 statement represent our views only and -- as of today, and we undertake no obligation to update them. I'd like to now 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; Cheryl Mills; and Kamakshi Sivaramakrishnan. From the company, we have Jordan Fasbender, our Executive Vice President, General Counsel and Secretary; and Mike McGuinness, our Executive Vice President, Deputy CFO and Head of Investor Relations. I'd like also 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 time is 10:32 a.m. Eastern Time, and the polls are now open 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'll proceed with the formal business of the meeting as indicated in the notice of annual meeting and the company's proxy statement. I will now turn it over to Jordan Fasbender, our General Counsel and Secretary. Jordan?

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. A complete list of the holders of record of the outstanding shares of the company's Class A common stock on March 1, 2021, that are entitled to vote at the meeting is available on your screen if you 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 elections 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 there is a quorum present, and so we can now proceed with the formal business of the meeting. There are 4 proposals to be considered by the Class A stockholders for this meeting. The company recommends that the stockholders vote for each of these proposals. The first item of business is the election of Rich Bressler and Kamakshi Sivaramakrishnan to serve as Class II directors of the company for the term of office expiring at the Annual Meeting of Stockholders to be held in 2023. The second item of business is the ratification of the Audit Committee's appointment of Ernst & Young LLP as our independent registered public accounting firm for our 2021 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 2020 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 iHeartMedia, Inc.'s proxy statement for the 2021 Annual Meeting of Stockholders. The fourth item of business is the approval of the company's 2021 Long-Term Incentive Award Plan. That was the final proposal for today's meeting. 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've already sent in your signed proxy or if you voted by telephone or Internet. We will pause for approximately 30 seconds before closing the polls. [Voting]

The time is now 10:35 a.m. on April 21, 2021, and the polls are now closed for voting. I have received the preliminary report of the inspector of election to be kept with the company's records of the annual meeting. Based on the preliminary report of the inspector of election, first, each of Rich Bressler and Kamakshi Sivaramakrishnan had been elected as Class II directors; second, the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021, has been ratified; third, the resolution to approve, on an advisory basis, the compensation of iHeartMedia named executive officers has been approved; fourth, the company's 2021 Long-Term Incentive Award Plan has been approved. The final tally of votes will be published within 4 days in the current report on Form 8-K to be filed with the Securities and Exchange Commission.

Thanks, Jordan. This 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. Mike, are there any questions that have been submitted?

No, there are no questions. The Q&A is now closed. Bob, please proceed with your closing remarks.

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

Thank you. The Annual General Meeting for iHeartMedia, Inc. has now come to an end. Thank you for attending. You may now disconnect and leave the virtual meeting.