Clear Channel Outdoor (CCO) Proxy filing summary

Executive summary

• A special meeting is scheduled for May 12, 2026, to vote on a proposed merger with Madison Parent Inc., where shareholders will receive $2.43 per share in cash, representing a 71% premium to the unaffected share price as of October 16, 2025.

• The board unanimously recommends approval of the merger, citing strategic alternatives explored, the premium offered, and the certainty of value for shareholders.

• Financial advisors Morgan Stanley and Moelis provided fairness opinions, both concluding the merger consideration is fair from a financial point of view.

• If approved, the company will become a wholly owned subsidiary of Madison Parent Inc., and shares will be delisted from the NYSE.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) adoption of the merger agreement, (2) advisory approval of compensation for named executive officers in connection with the merger, and (3) adjournment of the meeting if more time is needed to solicit votes.

• The merger requires approval by a majority of outstanding shares; abstentions and non-votes count as votes against the merger proposal.

• Approximately 48% of shares are subject to support agreements to vote in favor of the merger.

Board of directors and corporate governance

• The board conducted a multi-year strategic review, considering alternatives such as asset sales, joint ventures, and capital raises before recommending the merger.

• The board’s decision factored in the company’s leverage, market conditions, and the lack of superior proposals during a go-shop period.