PSU Awards
The PSU awards will become earned based on the Company’s achievement of performance goals relating to (1) relative total shareholder return (“Relative TSR PSUs”), (2) Adjusted EBITDA performance (“EBITDA PSUs”) and (3) diversity, equity and inclusion metrics (“DE&I PSUs”) (together, the “Performance Goals”) over a performance period ending on the earlier of December 31, 2024 and a change in control of the Company (the “Performance Period”), and vest subject to the Executive’s continued employment through the end of the Performance Period. Each PSU award is weighted such that the total award opportunity is comprised of 50% Relative TSR PSUs, 25% EBITDA PSUs and 25% DE&I PSUs. The maximum number of PSUs that may vest is 150% of the target number of PSUs.
Termination of Employment. If an Executive experiences a Qualified Termination, in either case, prior to the Company incurring a change in control, then:
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with respect to Messrs. Pittman and Bressler, the Executive’s PSU award will remain outstanding and eligible to vest in full, subject to the achievement of the Performance Goals, and will be settled on the original vesting date; and |
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with respect to the other Executives, the Executive’s PSU award will remain outstanding and eligible to vest with respect to a prorated number of PSUs (i.e., prorated to reflect the number of days the Executive was in service during the applicable Performance Period), and will be settled on the original vesting date. |
Upon a termination due to death or “disability,” the PSUs will vest at “target.” With respect to Messrs. Pittman and Bressler only, if either Executive experiences a “retirement termination,” then the PSUs will vest at “target” if they were granted more than one year prior to the retirement date.
Change in Control. If the Company incurs a change in control, then the PSUs will be earned based on the greater of “target” and actual performance through the consummation of such change in control, and such earned PSUs will vest on the earlier of December 31, 2024, a Qualifying Termination, or the Executive’s death, disability or (with respect to Messrs. Pittman and Bressler) retirement.
The foregoing description of the RSU and PSU awards is qualified in its entirety by reference to the full text of the Plan and applicable award agreements, the forms of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders |
The Company’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) was held on May 10, 2022. A total of 98,927,036 shares of the Company’s Class A common stock were present electronically or represented by proxy at 2022 Annual Meeting, representing approximately 81.76% percent of the 120,983,728 shares of Class A common stock that were both outstanding and entitled to vote at the Company’s 2022 Annual Meeting. The following are the voting results on proposals considered and voted upon at the 2022 Annual Meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 29, 2022.
Proposal 1 — Election of Cheryl Mills, Robert W. Pittman and James A. Rasulo to the Company’s Board of Directors to serve as Class III directors, each for a one-year term ending at the 2023 annual meeting of stockholders.
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| NOMINEE |
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Votes FOR |
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Votes WITHHELD |
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Broker Non- Votes |
| Cheryl Mills |
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88,116,250 |
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909,785 |
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9,901,001 |
| Robert W. Pittman |
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87,997,035 |
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1,029,000 |
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9,901,001 |
| James A. Rasulo |
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88,460,244 |
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565,791 |
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9,901,001 |