Date of Report (Date of earliest event reported): March 15, 2022
IHEARTMEDIA, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-38987
26-0241222
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
20880 Stone Oak Parkway
San Antonio, Texas78258
(Address of principal executive offices)
Registrant’s telephone number, including area code: (210) 822-2828
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share
IHRT
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 15, 2022, the Board of Directors (the “Board”) of iHeartMedia, Inc. (the “Company”) elected Samuel E. Englebardt to the Board (the “Effective Date”), for a term ending at the 2023 annual meeting of stockholders of the Company. Mr. Englebardt was also appointed to the Audit Committee and the Compensation Committee of the Board. The Board determined that Mr. Englebardt qualifies as independent under the rules of the Securities and Exchange Commission and The Nasdaq Stock Market, LLC, including with respect to service on the Audit Committee and the Compensation Committee, as well as the Company’s Board of Directors Governance Guidelines.
Mr. Englebardt, 44, has served as a Co-founder and Partner at Galaxy Digital (TSX: GLXY), a technology-driven financial services and investment management firm, since 2018 and the Founding General Partner of Galaxy Interactive, a venture capital franchise focused on companies operating at the intersection of content, finance and technology, since 2018. From 2017 to 2018, Mr. Englebardt was Partner and Managing Director at Galaxy Investment Partners. He is a media and technology investor and content producer who has created, acquired and/or financed a broad range of traditional and digital businesses and dozens of films and television shows over the past decade. Prior to Galaxy Digital, Mr. Englebardt was a Partner and Managing Director at Lambert Media Group (“LMG”) from 2008 to 2016, where managed a portfolio of early-stage media tech venture investments. Before LMG, Mr. Englebardt was a Vice President and Financial Advisor at Alliance Bernstein from 2006 to 2008. Mr. Englebardt earned his J.D. from Harvard Law School and received his B.A. in philosophy and political science from the University of Colorado at Boulder. Mr. Englebardt’s deep experience with digital assets, including the metaverse and web3, is expected to be invaluable to the Board as it expands its digital business.
Mr. Englebardt will be entitled to the standard compensation paid by the Company to all of its non-employee directors as disclosed in the Company’s proxy statement for its 2021 annual meeting of stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
IHEARTMEDIA, INC.
Date: March 16, 2022
By:
/s/ Jordan R. Fasbender
Name:
Jordan R. Fasbender
Title:
Executive Vice President, General Counsel and Secretary
