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Get filing alertsiHeartMedia shareholders approve 13M share increase to equity plan, extending through 2036
Filed June 4, 2026 · Period ending June 4, 2026 · ~1 min read
Key Changes
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Stockholders approved adding 13 million Class A shares to the 2021 equity incentive plan, bringing total reserved shares to 32 million. This expands management's ability to grant stock-based compensation but may dilute existing shareholders over time.
Item 5.07: Equity Plan Amendment verify on EDGAR → -
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The equity plan was extended through June 2036, giving the company a 10-year runway to use stock awards for employee retention and recruitment. Incentive stock options can be granted through April 2036.
Item 5.07: Plan Extension verify on EDGAR → -
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All eight director nominees were re-elected at the Annual Meeting with majority support. Ernst & Young was ratified as auditor for 2026, and executive compensation received advisory approval with 84% support.
Item 5.07: Annual Meeting Results verify on EDGAR → -
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Annual Meeting achieved 83% quorum with 108.4 million Class A shares represented. All shareholder proposals on the ballot passed, indicating general alignment between management and shareholders.
Item 5.07: Voting Results verify on EDGAR →
Summary
iHeartMedia held its 2026 Annual Meeting on June 4, where shareholders approved a significant expansion of the company's equity compensation program. The key change adds 13 million Class A shares to the 2021 Long-Term Incentive Award Plan, doubling the available pool to 32 million shares total.
The plan was also extended through 2036, giving management a decade-long window to grant stock awards to employees and executives. While equity compensation is a standard retention tool, the 13 million share increase represents potential dilution for existing shareholders as these awards vest over time. The meeting was otherwise routine, with all proposals passing comfortably.
Directors were re-elected, the auditor was ratified, and executive pay received advisory approval with 84% support. The strong quorum of 83% suggests active shareholder engagement. Retail investors should monitor future proxy statements to see how quickly the company uses this expanded share pool and whether dilution accelerates. The rate of equity grants relative to business performance will indicate whether this compensation strategy is creating or destroying shareholder value.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Extends the right to grant awards under the Amended Plan through June 4, 2036; provided that incentive stock options may not be granted under the Amended Plan after April 7, 2036
The plan's term was extended by 10 years to June 2036 for general awards and April 2036 for incentive stock options. This gives the company a longer runway to use equity compensation as part of its talent strategy.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
iHeartMedia held its 2026 Annual Meeting on June 4, 2026, electing eight directors and approving auditor, executive compensation, and equity plan.
Added in current filing · verify on EDGAR →
Proposal 4 - Approval of the second amendment to the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan.
Shareholders approved the second amendment to the 2021 equity incentive plan with 94,485,819 votes for. This amendment likely expands the share pool or modifies terms for future equity grants to employees and executives.
Show 4 minor / wording changes
Added in current filing · verify on EDGAR →
A total of 108,420,096 shares of the Company’s Class A common stock were present electronically or represented by proxy at Annual Meeting, representing approximately 83.39% of the 130,004,255 shares of Class A common stock that were outstanding and entitled to vote at the Annual Meeting.
The Annual Meeting achieved quorum with 83.39% of outstanding Class A shares represented. All proposals on the ballot were approved by shareholders, including director elections, auditor ratification, executive compensation approval, and an amendment to the equity incentive plan.
Added in current filing · verify on EDGAR →
Based on the foregoing votes, Robert W. Pittman, James A. Rasulo, Richard J. Bressler, Samuel E. Englebardt, Robert Millard, Cheryl Mills, Graciela Monteagudo and Kamakshi Sivaramakrishnan were elected as directors
All eight director nominees were elected to one-year terms ending at the 2027 Annual Meeting. Each nominee received majority support, with Robert W. Pittman receiving the highest vote count at 98,198,349 shares for.
Added in current filing · verify on EDGAR →
the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified
Shareholders ratified Ernst & Young LLP as the independent auditor for fiscal 2026 with 105,605,578 votes for, representing overwhelming approval.
Added in current filing · verify on EDGAR →
Proposal 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
The advisory say-on-pay vote passed with 83,318,864 votes for versus 15,393,581 against. While non-binding, this indicates shareholder support for the executive compensation program.
Event · Item 9.01 — Financial Statements and Exhibits
iHeartMedia filed a Second Amendment to its 2021 Long-Term Incentive Award Plan, effective June 4, 2026.
Added in current filing · verify on EDGAR →
Second Amendment to the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan, effective June 4, 2026.
iHeartMedia has amended its 2021 Long-Term Incentive Award Plan for the second time, with the amendment taking effect on June 4, 2026. The 8-K does not provide details on the specific changes made to the plan, such as modifications to share authorization, eligibility criteria, or award terms. Investors would need to review the full exhibit to understand the material impact on equity compensation.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 5, 2026 · How we verify