DEFA14A 1 d274709ddefa14a.htm DEFA14A DEFA14A





Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )



Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

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  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

iHeartMedia, Inc.

(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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200 E. Basse Road, Suite 100

San Antonio, Texas 78209



To Be Held May 26, 2017

May 5, 2017

On or about April 21, 2017, iHeartMedia, Inc. (the “Company”) commenced mailing to its stockholders a definitive proxy statement, dated April 19, 2017 (the “Proxy Statement”), for the Company’s annual meeting of stockholders to be held on May 26, 2017 (the “Annual Meeting”). This Supplement, which describes a recent change in the proposed nominees for election to the Board of Directors of the Company (the “Board”), should be read in conjunction with the Proxy Statement.

Withdrawal of Nominee for Election as Director

On May 3, 2017, Irving L. Azoff, a member of the Board and a nominee for re-election as a director at the Annual Meeting, submitted his resignation from the Board effective May 3, 2017. Mr. Azoff’s decision to resign as a director was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices. In light of his departure from the Board, Mr. Azoff is no longer standing for re-election to the Board at the Annual Meeting. Therefore, the nomination of Mr. Azoff is withdrawn, and no other nominee for election at the Annual Meeting will be named in place of Mr. Azoff. The Board has yet to decide whether a new director will be appointed to fill the resulting vacancy or to reduce the size of the Board.

The Company’s slate of nominees for director otherwise remains unchanged, and previously voted proxies remain valid (other than with respect to Mr. Azoff). Stockholders eligible to vote at the meeting may continue to use their proxy cards or voting instruction forms to vote their shares as to the Board’s remaining nominees and the other matters being voted on at the Annual Meeting.

Voting Matters

If you have already returned your proxy card or provided voting instructions, you do not need to take any action unless you wish to change your vote. Proxies already returned by stockholders will remain valid and will be voted at the Annual Meeting unless revoked. Proxies received in respect of the re-election of Mr. Azoff will not be voted with respect to his election, but will continue to be voted as directed or otherwise as set forth therein and described in the Proxy Statement with respect to all other matters properly brought before the Annual Meeting. If you have not yet returned your proxy card or provided your voting instructions, please complete the proxy card or submit instructions disregarding Mr. Azoff’s name as a nominee for election as a director.

Information regarding how to vote your shares, or revoke your proxy or voting instructions, is available in the Proxy Statement.