iHeart Shareholders Approve Expanded Incentive Plan

RADIO ONLINE | Thursday, June 4, 2026 | 3:33pm CT

iHeartMedia

iHeartMedia shareholders have approved a significant expansion of the company's long-term incentive compensation program, authorizing an additional 13 million shares for employee equity awards and extending the plan for another decade.

The changes were approved during iHeartMedia's Annual Meeting of Stockholders held June 4. Shareholders voted in favor of the second amendment to the company's 2021 Long-Term Incentive Award Plan, which had previously been approved by the board of directors on April 7.

Under the amendment, the number of Class A common shares reserved for issuance under the plan increases by 13 million shares, bringing the total available pool to 32 million shares. The amendment also raises the number of shares that may be granted as incentive stock options to 32 million and extends the company's authority to grant awards under the plan through June 4, 2036. Incentive stock options may be granted through April 7, 2036.

Shareholders approved the proposal by a vote of 94.5 million shares in favor and 4.2 million against, with approximately 752,000 abstentions.

The annual meeting also resulted in the re-election of all eight director nominees to one-year terms. Those directors are Chairman and CEO Robert W. Pittman, James A. Rasulo, Richard J. Bressler, Samuel E. Englebardt, Robert Millard, Cheryl Mills, Graciela Monteagudo, and Kamakshi Sivaramakrishnan.

In addition, shareholders ratified the appointment of Ernst & Young LLP as iHeartMedia's independent registered public accounting firm for fiscal year 2026 and approved, on a non-binding advisory basis, the compensation of the company's named executive officers.

A total of 108.4 million shares were represented at the meeting, accounting for approximately 83.4% of iHeartMedia's outstanding Class A common stock eligible to vote.