iHeartMedia (IHRT) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 4, 2026, with voting rights limited to Class A stockholders as of April 7, 2026.

• The agenda includes election of eight directors, ratification of the external auditor, an advisory vote on executive compensation, and approval of an amendment to the long-term incentive plan.

• The company maintained its position as the top audio media company in the U.S., with significant digital and podcast growth, and implemented cost savings initiatives resulting in $150 million net savings in 2025 and an additional $100 million expected in 2026.

• Leadership continuity was secured through contract extensions for the CEO and President/COO through 2029, and a new CFO was appointed effective January 2026.

Voting matters and shareholder proposals

• Proposals include: (1) election of eight directors for one-year terms, (2) ratification of Ernst & Young LLP as auditor for 2026, (3) advisory approval of executive compensation, and (4) approval of the second amendment to the 2021 Long-Term Incentive Award Plan.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of eight directors, six of whom are independent, with diverse backgrounds and skills.

• Annual director elections, no supermajority voting requirements, and no poison pill are in place.

• The board conducts annual self-evaluations and maintains robust stockholder engagement, reaching out to holders of 72% of Class A shares in 2025.

• The board leadership structure includes a combined Chairman/CEO and a strong Lead Independent Director.