Clear Channel Outdoor Holdings, Inc.
For the period ended May 29, 2025. Filed Apr 10, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 29, 2025 · Filed Apr 10, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Clear Channel Outdoor Holdings, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
A LETTER FROM OUR CEO AND THE INDEPENDENT CHAIR OF OUR BOARD
April 10, 2025
Dear Fellow Stockholders:
On behalf of the Board of Directors of Clear Channel Outdoor Holdings, Inc. (“Clear Channel Outdoor”), it is our pleasure to invite you to our annual meeting of stockholders (the “Annual Meeting”).
During the past year, we continued to execute on our strategic plan, which is centered on enhancing our ability to drive organic cash flow—with the ultimate goal of reducing leverage on our balance sheet.
The sale of our Europe-North segment, as well as the sale of most of our businesses in Latin America, mark significant progress in the optimization of our portfolio and solidify our ability to focus on our higher-margin U.S. markets. We are optimistic about our ability to complete these optimization processes through the sale of our international businesses in Spain and Brazil.
We believe that these divestitures will increase optionality and reduce risk in our business. We anticipate prioritizing the sales proceeds to retire the most advantageous debt in our capital structure, as permitted in our debt agreements, to reduce cash interest and improve cash flows.
In 2025, we expect strength in our business to build as the year develops with healthy revenue growth and improved cash flows. Fueling our optimism is the benefit from the more diverse revenue profile that we have been building over the past few years, as we have more levers to grow our top line.
Our roadmap for growth remains centered on continuing to innovate and modernize our platform, including expanding our digital footprint, further leveraging our data and analytics capabilities and strategically growing our sales force. Finally, given the completion of the divestiture of our Europe-North segment, we expect to be in a position to take steps to further address our cost structure, as we prioritize our spending to drive growth in our America and Airports segments.
Thank you for your continued support and confidence in Clear Channel Outdoor. We hope you will join us for our Annual Meeting webcast on May 29, 2025.
Sincerely,
| Scott R. Wells | W. Benjamin Moreland |
|---|---|
| Chief Executive Officer and Director | Independent Chair of the Board of Directors |
NOTICE OF
ANNUAL
MEETING OF
STOCKHOLDERS
AND
PROXY
STATEMENT
Thursday, May 29, 2025
9:00 a.m. Eastern Time
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
4830 North Loop 1604W, Suite 111
San Antonio, Texas 78249
As a stockholder of Clear Channel Outdoor Holdings, Inc., you are hereby given notice that the Annual Meeting of Stockholders of Clear Channel Outdoor Holdings, Inc. will be held by means of a live webcast, atmeetnow.global/M6MCPMQ, on May 29, 2025 at 9:00 a.m. Eastern Time for the following purposes:
| 1. | to elect ten nominees to serve as directors for a one-year term; |
| 2. | to approve an advisory resolution on executive compensation; |
| 3. | to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of Clear Channel Outdoor for the year ending December 31, 2025; and |
| 4. | to transact any other business that may properly come before the meeting or any adjournment or postponement thereof. |
Only stockholders of record at the close of business on April 2, 2025 are entitled to notice of, and to vote at, the Annual Meeting.
If you plan to attend the Annual Meeting, please follow the voting and registration instructions set forth in the accompanying proxy statement (the “Proxy Statement”).
Your attention is directed to the accompanying Proxy Statement. In addition, although mere participation in the Annual Meeting will not revoke your proxy, if you participate in the Annual Meeting webcast, you may revoke your proxy and vote during the meeting. To ensure that your shares are represented at the Annual Meeting, please submit your vote by Internet, telephone or mail, whether or not you plan to attend the Annual Meeting.
By Order of the Board of Directors:
Executive Vice President, Chief Legal Officer and Corporate Secretary
San Antonio, Texas
April 10, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OFPROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 29, 2025 The Proxy Statement and Annual Report are available at: www.envisionreports.com/cco
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