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CCMO > SEC Filings for CCMO > Form 8-K on 12-Sep-2013All Recent SEC Filings

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Form 8-K for CC MEDIA HOLDINGS INC


12-Sep-2013

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 10, 2013, pursuant to the Amended and Restated By-Laws of CC Media Holdings, Inc. (the "Company"), the Board of Directors of the Company increased the size of the Board of Directors from 12 to 13 and appointed Julia E. C. Brau as a member of the Company's Board of Directors to fill the vacancy created by the increase in the size of the Board of Directors.

Julia E. C. Brau is a Vice President at Thomas H. Lee Partners, L.P. ("THL").
Ms. Brau rejoined THL in 2010 after attending Harvard Business School and working as an Associate at the firm from 2006 to 2008. Prior to THL, Ms. Brau worked at Morgan Stanley & Co. Incorporated in the Investment Banking Division. Ms. Brau currently serves on the board of directors of Agencyport Software Ltd., a provider of software systems to the insurance industry, as well as the board of directors or the board of managers, as applicable, of the Company's indirect subsidiaries, Clear Channel Capital I, LLC and Clear Channel Communications, Inc. Ms. Brau holds a B.A. in Economics from Stanford University and an M.B.A. from Harvard Business School.

Ms. Brau will not receive any compensation for her service on the Company's Board of Directors. She will receive the same form of Indemnification Agreement as the other members of the Company's Board of Directors, which form was filed as Exhibit 10.26 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2008. At this time, the Board of Directors does not intend to appoint Ms. Brau as a member of any of the committees of the Board of Directors.

Entities controlled by Bain Capital Partners, LLC ("Bain") and THL and their respective affiliates (collectively, the "Sponsors") collectively own all of the outstanding shares of the Company's Class B common stock and Class C common stock. These shares represent in the aggregate approximately 69% (whether measured by voting power or economic interest) of the equity of the Company. In addition, seven members of the Company's Board of Directors (including Ms. Brau) are employees of Bain or THL.

In connection with the 2008 merger pursuant to which the Company acquired Clear Channel Communications, Inc., the Company and its subsidiaries entered into a number of agreements with the Sponsors and certain of their affiliates, including (1) a management agreement pursuant to which the Sponsors provide management and financial advisory services to the Company and its wholly owned subsidiaries until 2018, at a rate not greater than $15.0 million per year, plus reimbursable expenses, (2) a stockholders agreement relating to voting in elections to the Board of Directors of the Company and the transfer of certain shares and (3) an affiliate transactions agreement with respect to the entry into certain transactions between the Company or its subsidiaries, on the one hand, and the Sponsors or their respective affiliates, on the other hand. In addition, as a result of the Company's worldwide reach, the nature of its business and the breadth of investments by the Sponsors, it is not unusual for the Company and its subsidiaries to engage in ordinary course of business commercial transactions with entities in which one or both of the Sponsors directly or indirectly owns a greater than 10% equity interest. A description of these agreements and commercial transactions is contained in the Company's Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 26, 2013.


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