iHeartMedia (IHRT) Proxy filing summary

Executive summary

• Positioned for long-term stockholder value creation amid ongoing transformation in the advertising and media landscape.

• Board and management engaged with holders of 62% of outstanding shares, emphasizing transparency and dialogue on strategy and governance.

• Industry leader in audio media, reaching over 90% of Americans monthly and maintaining top podcast publisher status.

• Achieved positive financial results, strong podcasting momentum, and projected $125M in cost reductions for 2026.

• Executive leadership continuity secured through extended employment agreements for key executives through 2029 and 2030.

Voting matters and shareholder proposals

• Board recommends voting for all eight director nominees.

• Proposals include ratification of EY as independent auditor, advisory approval of executive compensation, and approval of an amendment to the 2021 Long-Term Incentive Award Plan.

Board of directors and corporate governance

• Eight-member board with diverse skills in media, finance, digital, and international operations; average tenure of 8 years and age of 63.

• Continued committee rotation and new appointments to strengthen oversight.

• Focus areas include transformation, executive leadership continuity, and stockholder engagement.