Clear Channel Outdoor’s Agreement with Legion

On January 31, 2024, Clear Channel Outdoor signed a Cooperation Agreement with activist investor and 5.1% shareholder Legion Partners in which it agreed to give a board seat to Legion’s Ted White .  Here are the other terms of the agreement

  • White is added to the company’s board immediately with a term expiring at Clear Channel Outdoor’s 2024 annual meeting.
  • White has agreed to resign if he publicly nominates other company directors or if Legion’s stock ownership falls below 2.5% of Clear Channel Shares.
  • Clear Channel Outdoor shall start a search to find one new independent board member with out of home expertise and shall appoint the new board member no later than September 30, 2024.
  • Legion agrees not to increase it’s Clear Channel Stock ownership above 9.9% and not to buy any Clear Channel Outdoor debt.
  • Legion agrees to not make any public proposal to influence the management or direction of the company.

Billboard Insider’s take:  Legion is trading a board seat and an an additional Clear Channel Outdoor outside director for the right to publicly criticize the company.  Expect all the arguments to occur behind closed doors at board meetings.  Legion owns 5% of Clear Channel Outdoor stock now and has agreed not to push its stake above 10%.  Clear Channel Outdoor’s board will remain at 1o people.  Interested to see who will leave when the additional independent director is added.

 

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