UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 23, 2010
CLEAR CHANNEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
|
Texas
(State or other jurisdiction of
incorporation or organization)
|
|
001-9645
(Commission
File Number)
|
|
74-1787539
(IRS Employer
Identification No.) |
200 East Basse Road
San Antonio, Texas 78209
(Address of principal executive offices, zip code)
(210) 822-2828
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
|
|
|
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
|
|
| Item 5.02. |
|
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT
OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On June 23, 2010, CC Media Holdings, Inc. (“CC Media”), Clear Channel Communications, Inc.’s (the
“Company”) indirect parent company, announced that Mark P. Mays will transition from his role as CC
Media’s and the Company’s Chief Executive Officer to the Chairman of CC Media and the Company. The
effective date for Mr. Mays’ transition will occur upon the hiring of a new Chief Executive Officer
for CC Media and the Company. Mr. Mays will remain a director and employee of CC Media and the
Company.
In connection with this transition, on June 23, 2010, CC Media, the Company and Mr. Mays entered
into an amended and restated employment agreement (the “Employment Agreement”). In connection
therewith and on June 23, 2010, CC Media and Mr. Mays entered into an amendment to Mr. Mays’ option
agreement (the “Option Agreement”) under which he previously was granted options to purchase common
stock of CC Media.
Complete copies of the Employment Agreement and the amendment to the Option Agreement are filed
herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
|
|
|
| Item 9.01. |
|
FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
10.1. Amended and Restated Employment Agreement, dated June 23, 2010.
10.2. Clear Channel 2008 Executive Incentive Plan, Second Amendment to Senior
Executive Option Agreement, dated June 23, 2010.
99.1 Press Release of Clear Channel Communications, Inc. issued June 23, 2010.
INDEX TO EXHIBITS
10.1.
Amended and Restated Employment Agreement, dated June 23, 2010.
10.2. Clear Channel 2008 Executive Incentive Plan, Second Amendment to Senior Executive
Option Agreement, dated June 23, 2010.
99.1 Press Release of Clear Channel Communications, Inc. issued June 23, 2010.