Good morning. Welcome to Clear Channel Outdoor Holdings, Inc.'s special meeting of stockholders. I will now turn the call over to the Chairman of our Board of Directors, Mr. Benjamin Moreland.
Good morning, ladies and gentlemen. I am Ben Moreland, Chairman of the Board of Directors of Clear Channel Outdoor Holdings, and I will act as chairman of this special meeting. It's a pleasure to welcome you to the special meeting of stockholders of Clear Channel. This meeting was called to be held at 10:00 A.M. Eastern Time today. It being 10:00 A.M. Eastern Time, I now call the meeting to order. We're holding today's virtual meeting as a live audio webcast to continue facilitating stockholder attendance and make participation accessible for all stockholders from any geographic location with internet connectivity. The virtual meeting will allow stockholders with their 16-digit control number to vote their shares online from now through the closing of the polls by clicking the Vote Here button on the webpage.
At this time, I would like to introduce Lynn Feldman, Executive Vice President, Chief Legal and Administrative Officer, and Corporate Secretary, who will serve as Corporate Secretary for this meeting. Marlene Aguilar of Broadridge Financial Solutions has been certified as our Inspector of Election and will assist with the tabulation of the proxies and ballots. The Inspector of Election has provided a signed oath of office, which will be filed with the minutes of this meeting. In terms of the format for today's meeting, we will first attend to some preliminary procedural matters, followed by voting on the business before the meeting. Upon entering the virtual meeting room, each of you was given an opportunity to review the rules of conduct and procedures found under the meeting materials link for today's meeting. To conduct an orderly meeting, we ask that you abide by those rules.
Any appropriate questions submitted by stockholders through the meeting portal will be addressed on an individual basis promptly following the meeting. I will now ask for the affidavit as to the notice for the meeting.
Ben, I present the affidavit from a representative of Broadridge showing that a notice of special meeting and proxy statement dated April 13th, 2026, and proxy in the form annexed to the affidavit were sent on or about April 13th, 2026, to each stockholder of record on April 6th, 2026, which was the record date for this special meeting. In addition, there has been prepared a certified list of stockholders entitled to vote at this meeting.
The certified list of stockholders entitled to vote at this meeting is available for inspection during this meeting by any attendee entitled to vote. You will need the 16-digit control number included on your proxy card or voting instruction form. To access this list, please refer to the registered stockholders list link at the bottom of your screen. Again, if there are any stockholders or proxies for shareholders present who desire to vote during this virtual meeting, please cast your vote. You will need the 16-digit control number included on your proxy card or your voting instruction form. If you have already voted by proxy, it's unnecessary to vote during this virtual meeting unless you wish to change your vote. Attending this meeting does not revoke any proxy unless you vote at this time. Voting at this meeting effectively revokes any prior proxy you may have submitted.
Will our Corporate Secretary please report on the stockholders present?
Ben, the report of attendance indicates that the 506,416,345 shares of our common stock outstanding on the record date and entitled to vote at this meeting, more than a majority are present in person or by proxy.
The report of attendance thus indicates that a quorum is present in person or by proxy. This meeting is duly convened and properly organized, and accordingly, the formal business of the meeting may proceed. As a reminder, polls are open for voting. We will close the polls after the proposals have been presented, and the Inspector of Election will provide their preliminary report. At this time, I would ask our Corporate Secretary to present the proposals.
The business to be transacted at this meeting is to vote on the proposals set forth in our proxy statement for this special meeting, which was previously sent to our stockholders as of the record date. Proposal one, to adopt the agreement and plan of merger dated as of February 9th, 2026, as it may be amended, supplemented, or otherwise modified from time to time to be referred to as the merger agreement by and among Clear Channel Outdoor Holdings, Inc., Madison Parent, Inc., and Madison Merger Sub, Inc. Please take note that pursuant to the terms of the merger agreement, Madison Merger Sub, Inc. will be merged with and into Clear Channel, with Clear Channel continuing as the surviving corporation and as a wholly-owned subsidiary of Madison Parent, Inc. This proposal will be referred to as the merger proposal.
Proposal two, to approve on an advisory non-binding basis the specified compensation that will or may be paid or may become payable to Clear Channel's named executive officers in connection with the merger. Which proposal will be referred to as the advisory compensation proposal. Proposal three, to approve one or more adjournments at this special meeting to a later date or dates from time to time, if necessary or appropriate, to solicit additional proxies for the merger proposal if there are insufficient votes at the special meeting to approve the merger proposal. Which proposal shall be referred to as the adjournment proposal.
The proposals are now before this special meeting. The board of directors of Clear Channel Outdoor recommends that you vote for each of the three proposals. The reasons behind the board's recommendations for such proposals and other information about the proposals are all described in the proxy statement mailed to our stockholders beginning on April 13th, 2026. The adoption of the merger agreement by our stockholders is a condition to the respective obligations of Clear Channel Outdoor and the other parties thereto to complete the transactions contemplated by the merger agreement. Approval of the merger proposal requires the affirmative vote of the majority of the outstanding shares of our common stock.
Approval of the advisory compensation proposal requires the affirmative vote of the holders of a majority of the shares of our common stock present, virtually, or represented by proxy at this special meeting and entitled to vote on the proposal. Approval of the adjournment proposal requires the affirmative vote of the holders of the majority of the shares of our common stock present virtually or represented by proxy at this special meeting and entitled to vote. The polls have been open for voting on the business indicated in the original notice of the special meeting and proxy statement since the beginning of this meeting at 10:00 A.M. Eastern Time and will remain open until I announce their closure. The Inspector of Election will tabulate the votes in accordance with their standard procedures, and the results of the balloting will be certified by the Inspector of Election.
Upon certification, Clear Channel will publicly announce the results of the voting on items presented at this meeting. Will the stockholders and proxies entitled to vote conclude their voting, please? It is now 10:07 A.M. Eastern Time, May 12th, 2026. As of this date and time, which the Corporate Secretary shall record in the minutes, the polls are closed. Will the Corporate Secretary please report the results of the voting?
The Inspector of Election has delivered a preliminary report of voting. Based on that preliminary report, each of the proposals has received the requisite number of votes for approval.
As the votes for each of proposal number one, the merger proposal, and proposal number two, the advisory compensation proposal, represent the requisite number of votes for approval, I hereby declare that each of proposal number one, the merger proposal, and proposal number two, the compensation proposal, has been duly approved by stockholders of Clear Channel. Because each of proposal number one, the merger proposal, and proposal number two, the compensation proposal, was approved, proposal number three, the adjournment proposal, while approved, is not necessary or applicable. The Inspector of Election will complete a report of the voting and submit it to the corporate secretary after this meeting for inclusion in Clear Channel's minutes. The final voting results for this meeting will be reported on a current report on Form 8-K to be filed as required with the SEC.
The business of today's meeting is now complete. We would like to express our sincere appreciation to our stockholders who attended today's virtual meeting and to all of our stockholders for their support of Clear Channel. There being no further business, I declare this meeting adjourned. Goodbye.
This concludes the meeting. You may now disconnect.