UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  i 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  i October 20, 2020

 i CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  i (210)  i 547-8800

Not Applicable

(Former name or former address, if changed since last report)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On October 20, 2020, the Compensation Committee (the “Committee”) of the Board of Directors of Clear Channel Outdoor Holdings, Inc. (the “Company”) approved grants of restricted stock units (“RSUs”) and performance stock units (“PSUs”) pursuant to the 2012 Amended and Restated Stock Incentive Plan to certain of its employees, including to the named executive officers as follows:

The RSUs vest in three equal annual installments on each of April 1, 2021, April 1, 2022 and April 1, 2023, provided that the recipient is still employed by or providing services to the Company on each vesting date. If the recipient’s employment or service is terminated due to death or disability, the RSUs will automatically vest in full. If the recipient’s employment or service is terminated due to retirement, any RSUs which would have vested in the ordinary course during the 12-month period following such retirement will vest immediately. If the recipient’s employment or service is terminated for any other reason, the unvested portion of the RSUs will be immediately forfeited without consideration. If the recipient’s employment or service is terminated without cause within 12 months following a change in control, then 100% of the unvested portion of the RSUs will become immediately vested. Upon vesting, the RSUs may be settled in shares of common stock, or in cash equal to the fair market value of the number of vested shares, at the election of the compensation committee of the board of directors.

The RSUs were granted pursuant to the form of RSU award agreement attached as Exhibit 10.1 to this Current Report on Form 8-K.

The PSUs will vest and become earned based on the achievement of the Company’s total shareholder return relative to the Company’s peer group (the “Relative TSR”) over a performance period commencing on October 1, 2019 and ending on March 31, 2022 (the “Performance Period”). If the Company achieves Relative TSR at the 90th percentile or higher, the PSUs will be earned at 150% of the target number of shares. If the Company achieves Relative TSR at the 60th percentile, the PSU will be earned at 100% of the target number of shares. If the Company achieves Relative TSR at the 30th percentile, the PSUs will be earned at 50% of the target number of shares. To the extent Relative TSR is between vesting levels, the portion of the PSUs that become vested will be determined using straight line interpolation.

If the recipient’s employment or service is terminated due to death or disability, the PSUs will vest at the target number of shares. If the recipient’s employment or service is terminated due to retirement, a pro rata portion of the target number of shares will remain eligible to vest and become earned based on the achievement of the performance condition over the Performance Period. If the recipient’s employment or service is terminated for any other reason, the unvested portion of the PSUs will be immediately forfeited without consideration. If the recipient’s employment or service relationship with the Company is terminating without cause within 12 months following a change in control, then 100% of the unvested portion of the RSU will become immediately vested at the target number of shares.

The PSUs were granted pursuant to the form of PSU award agreement attached as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 21, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.