Company Name: Clear Channel Communications, Inc.
Public Availability Date: February 15, 2006
Document Sections:
INQUIRY LETTER
APPENDIX 1
APPENDIX 2
INQUIRY LETTER
STAFF REPLY LETTER
[INQUIRY LETTER]
December 23, 2005
Via Overnight Delivery
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, DC 20549
Re: Clear Channel Communications, Inc. Shareholder Proposal Submitted by the
Comptroller of the City of New York Securities and Exchange Commission ("SEC")
No Action Request
Ladies and Gentlemen:
We are special counsel to Clear Channel Communications, Inc., a Texas
corporation (the "Company"). Pursuant to Rule 14a-8(j) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), we hereby give notice
that the Company intends to omit from the proxy statement and form of proxy for
the Company's 2006 annual meeting of shareholders (together, the "Proxy
Materials") the proposal (the "Proposal") received by the Company from the
Comptroller of the City of New York (the "Comptroller") on November 28, 2005. A
copy of the Proposal and accompanying cover letter, dated November 14, 2005 (the
"Cover Letter"), is attached hereto as Attachment A.
The Proposal submitted by the Comptroller for the 2006 Proxy Materials is
similar to the proposal covering the same subject matter submitted by the
Comptroller to the Company last year. Pursuant to the Company's request for
no-action dated December 9, 2004, the Staff permitted exclusion of last year's
proposal and the Division of Corporate Finance denied the Comptroller's request
for reconsideration. The Comptroller's latest iteration of the Proposal is
similar to last year's version, except that it replaces the definition of
"independence" with a reference to the Council of Institutional Investors'
Definition of Director Independence, and adds a "savings clause." Unfortunately,
layering the Council of Institutional Investors' legalese-laden Definition of
Director Independence onto the Company's existing standards of independence set
forth in the Company's Corporate Governance Guidelines and the independence
standards required by the New York Stock Exchange ("NYSE") would result in a
convoluted web of independence standards that neither the Company nor its
shareholders could untangle.
The Company requests the concurrence of the staff of the Division of Corporate
Finance (the "Staff") that it will not recommend enforcement action if the
Company omits the Proposal from the Proxy Materials for the reasons set forth in
this letter. To the extent that this letter relates to matters of law, this
letter should be deemed to be the supporting opinion of counsel required by Rule
14a-8(j).
THE PROPOSAL
The Proposal states:
CREATION OF AN INDEPENDENT COMPENSATION COMMITTEE
Submitted by William C. Thompson, Comptroller, City of New York, on behalf of
the New York City Pension Funds
WHEREAS, we believe the primary role of the Compensation Committee (the
"Committee") is structuring executive pay and evaluating executive performance.
Critical to performing these functions is setting compensation policies and
evaluating them annually; setting justifiable performance criteria and
challenging performance benchmarks; retaining experts when needed to assist with
the process and substance of the Compensation Committee's work; and ensuring
full and accurate disclosure of the scope of compensation;
NOW THEREFORE, BE IT RESOLVED, the shareholders request the board to amend the
Committee charter to specify that the Committee be composed solely of
independent directors as defined below. The charter should also specify (a) how
to select a new independent Committee member if a current member ceases to be
independent during the time between annual meetings of shareholders; and (b)
that compliance with the policy is excused if no independent director is
available and willing to serve on the Committee;
BE IT FURTHER RESOLVED, for the purpose of this proposal an independent director
is someone whose only nontrivial professional, familial or financial connection
to the corporation, its chairman or its executive officers is his/her
directorship, and who also:
(1) is not or has not been, or whose relative is or in the past 5 years has not
been, employed by the corporation or employed by, or a director of, an
affiliate; and
(2) complies with Sections (b)-(h) of the Council of Institutional Investors
Definition of Director Independence as found on its website at: http://www.cii.org/policies/ind
dir defn.htm.
REASONS FOR EXCLUSION OF PROPOSAL
I. The Company may omit the Proposal pursuant to Rule 14a-8(i)(10) because it
has already been substantially implemented.
Rule 14a-8(i)(10) permits the omission of a shareholder proposal if "the company
has already substantially implemented the proposal." The "substantially
implemented" standard replaced the predecessor rule allowing the omission of a
proposal that was "moot." It also clarifies the SEC's interpretation of the
predecessor rule that the proposal need not be "fully effected" by the company
to meet the mootness test, so long as it is substantially implemented. In 1983,
the SEC determined that the previous formalistic "fully effected" application of
Rule 14a-8(c)(10) (the predecessor of Rule 14a-8(i)(10)) defeated the purpose of
the rule. See SEC Release No. 34-30091 (August 16, 1983). The SEC reaffirmed
this interpretation in 1998 and the Staff has subsequently applied this
interpretation. See SEC Release No. 34-40018 (May 21, 1998); AMR Corporation
(April 17, 2000) ("AMR"); and Masco Corporation (March 29, 1999) ("Masco").
Additionally, the Staff has consistently taken the position that a shareholder
proposal has been substantially implemented when a company already has policies
and procedures in place relating to the subject of the proposal. See Kmart
Corporation (February 23, 2000). In the present case, the Company already has
policies and procedures in place that meet the overriding goal of the Proposal,
namely the creation of an independent Compensation Committee.
In AMR, a detailed proposal recommending that members of identified board
committees meet specified criteria was substantially implemented, but not "fully
effected." While the AMR proposal had not been "fully effected," the Staff
applied the SEC's "substantially implemented" interpretation in concurring that
the AMR proposal could be excluded under Rule 14a-8(i)(10). In Masco, the Staff
permitted the omission of a proposal that expressly sought to define a standard
for the qualifications of "outside directors," because the company's board had a
standard that was similar, but not identical, to the standard set forth in the
proposal. In the present case, the Proposal seeks a compensation committee
composed of "independent directors." As discussed below, the Company has already
adopted a written compensation committee charter and Corporate Governance
Guidelines that the Company believes substantially implements the goal of the
Proposal.
On March 30, 2004, the Company adopted a compensation committee charter (the
"Charter") which requires that its compensation committee ("Compensation
Committee") consist of at least three, but not more than five, members
(including a chairperson), each of whom shall have no material relationship with
the Company and shall otherwise be "independent directors," as such term is
defined in the rules and regulations of the NYSE. In addition, the Charter
provides that no person may be made a member of the Compensation Committee if
his or her service on the Compensation Committee would violate any restriction
on service imposed by any rule or regulation of the SEC or any securities
exchange or market on which shares of the common stock of the Company are
traded. Furthermore, in February of 2005, the Company adopted enhanced Corporate
Governance Guidelines that established a set of criteria for determining
director independence in addition to the criteria established by the NYSE. Thus,
consistent with the ultimate goal of the Proposal, the Company has already
adopted and applied independence requirements with respect to the composition of
the Compensation Committee. As a result, the Company believes that it has
"substantially implemented" the goals of the Proposal by requiring its
Compensation Committee to be composed of independent directors that have no
relationship with the Company that would interfere with the exercise of their
independent judgment.
II. The Company may omit the Proposal pursuant to Rule 14a-8(i)(3) because, due
to its vagueness, it is misleading and contrary to Rules 14a-5 and 14a-9.
Rule 14a-8(i)(3) allows a registrant to exclude a proposal that is contrary to
any of the SEC's proxy rules and regulations, including Rule 14a-5, which
requires information included in a proxy statement to be clearly presented, and
Rule 14a-9, which prohibits the making of false or misleading statements in
proxy soliciting materials or the omission of any material fact necessary to
make statements contained therein not false or misleading. The Staff has
traditionally recognized that a proposal may be excluded under Rule 14a-8(i)(3)
(and its predecessor, Rule 14a-8(c)(3)) if it is so vague and indefinite that
shareholders voting on the proposal would not be able to determine with
reasonable certainty exactly what action or measures would be required in the
event the proposal were adopted. See SI Handling Systems, Inc. (May 5, 2000);
Kmart Corporation (March 28, 2000); and California Water Service Group (February
8, 1999). More specifically, in The Boeing Corporation (February 10, 2004), the
Staff agreed that a proposal "requesting that Boeing amend its bylaws to require
that an independent director, as defined in the Council of Institutional
Investors, shall serve as chairman of the board of directors" was excludable
under 14a-8(i)(3) as vague and indefinite because the proposal failed to
adequately define the term "independent director."
The Proposal similarly defines independence by reference to a definition located
on the Council of Institutional Investors' website. Unfortunately, the Council
of Institutional Investors' legaleseladen Definition of Director Independence
really is not a definition at all. To the contrary, it is a convoluted, confused
"discussion" of independence that does not mesh with the Company's current
standards of independence. The Company has already adopted a set of Corporate
Governance Guidelines addressing, among other things, standards for evaluating
the independence of the Company's directors, and the Company is subject to the
NYSE independence standards. Adding yet another layer of independence analysis
to the existing Corporate Governance Guidelines standards and the NYSE standards
unnecessarily creates additional subjectivity, confusion and uncertainty for the
Company, its shareholders, and potential directors in evaluating director
independence. As a result, the Company may omit the Proposal pursuant to Rule
14a-8(i)(3) because, due to its vagueness, it is misleading and contrary to
Rules 14a-5 and 14a-9.
Furthermore, the Proposal requires the Company to create a compensation
committee composed of independent directors whose only nontrivial professional,
familial or financial connection to the corporation, its chairman or its
executive officers is his/her directorship, but provides virtually no guidance
with respect to the definition of the term "nontrivial." The Proposal states:
"For the purpose of this proposal, an independent director is someone whose only
nontrivial professional, familial or financial connection to the corporation,
its chairman or its executive officers is his/her directorship." (emphasis
added)
Unfortunately, if the Proposal were adopted, the standard of allowing only
trivial professional, familial or financial connections is so vague that the
Company could not possibly know when this requirement had been violated or who
may or may not be qualified. Using the example above, if the Company evaluates
20 potential nominees for director, each with varying degrees of professional,
familial or financial connections with the Company, how, under the "nontrivial"
standard, could the Company possibly know which candidates were acceptable?
Moreover, if presented to the Company's shareholders, it would not be clear what
standard of independence is being presented for their vote. Simply put, the
Proposal sets an unworkable standard that cannot be understood or implemented.
The Staff has long recognized that a proposal may be excluded under Rule
14a-8(i)(3) and Rule 14a-9 if the proposal is so inherently vague and indefinite
that "neither the stockholders voting on the proposal, nor the company in
implementing the proposal would be able to determine with any reasonable
certainty what actions or measures the proposal requires." See Philadelphia Electric Co. (July 30, 1992); and Corning Inc. (February 18, 1997). Furthermore,
because of the foregoing deficiencies, the Proposal, if included in the proxy
statement, would not be clearly presented and would thereby violate Rule 14a-5.
Therefore, pursuant to Rule 14a-8(i)(3), the Proposal may be excluded as being
contrary to the SEC's proxy rules and regulations, namely Rules 14a-5 and 14a-9.
CONCLUSION
The Company requests the concurrence of the Staff that it will not recommend
enforcement action if the Company omits the Proposal from its Proxy Materials
for the reasons set forth above.
By copy of this letter, the Company notifies the Comptroller of the City of New
York of its intention to omit the Proposal from its Proxy Materials. In
accordance with Rule 14a-8(j) of the Exchange Act, we have enclosed six copies
of this letter and the attachments to this letter. Please acknowledge receipt of
the enclosed materials by date-stamping the enclosed receipt copy of this letter
and returning it in the enclosed return envelope. If the Staff believes that it
will not be able to take the no-action position requested above, we would
appreciate the opportunity to confer with the Staff prior to the issuance of a
negative response.
Please feel free to call the undersigned at (210) 281-7075 with any questions or
comments regarding the foregoing. Also, I would appreciate you forwarding any
future correspondence to me via facsimile transmission at (210) 224-2035.
Very truly yours,
/s/
Will Liebmann
Attachments
cc: Hamlet Newsom, Clear Channel Communications, Inc.
Kenneth B. Sylvester, The City of New York
[APPENDIX1]
ATTACHMENT A
November 14, 2005
Mr. Randall T. Mays
Secretary
Clear Channel Communications, Inc.
200 E Basse Road
San Antonio, TX 78209
Dear Mr. Mays:
I write to you on behalf of the Comptroller of the City of New York, William C.
Thompson, Jr. The Comptroller is the custodian and a trustee of the New York
City Employees' Retirement System, the New York City Teachers' Retirement
System, the New York City Police Pension Fund, and the New York City Fire
Department Pension Fund, and custodian of the New York City Board of Education
Retirement System (the "Systems"). The Systems' boards of trustees have
authorized the Comptroller to inform you of their intention to present the
enclosed proposal for the consideration and approval of stockholders at the next
annual meeting of Clear Channel Communications.
We believe the primary role of the Compensation Committee of a Board of
Directors (the "Compensation Committee") is structuring executive pay and
evaluating executive performance. Critical to performing these functions is
setting key compensation policies and evaluating them annually; setting
justifiable performance criteria and challenging performance benchmarks,
particularly for non- salary compensation; retaining compensation consultants
and/or legal counsel when needed to assist with both the process and substance
of the Compensation Committee's work; and ensuring full, fair and accurate
disclosure to shareholders of the entire scope of compensation.
Therefore, we offer the enclosed proposal for shareholders to consider and
approve at the next annual meeting of the company. It is submitted to you in
accordance with Rule 14a-8 of the Securities Exchange Act of 1934, and I ask
that it be included in the company's proxy statement.
Letters from Bank of New York Certifying the Systems' ownership of shares of
Clear Channel Communications common stock are enclosed. Each System intends to
continue to hold at least $2,000 worth of these securities through the date of
the next annual meeting.
We would be happy to discuss this initiative with you. Should the board of
directors decide to endorse its provisions as company policy, the Systems will
withdraw the proposal from consideration at the annual meeting. If you have any
questions on this matter, please feel free to contact me at (212) 669-2013.
Very truly yours,
/s/
Kenneth B. Sylvester
Enclosures
[APPENDIX2]
CREATION OF AN INDEPENDENT COMPENSATION COMMITTEE
Submitted by William C. Thompson, Comptroller, City of New York, on behalf of
the New York City Pension Funds
WHEREAS, we believe the primary role of the Compensation Committee (the
"Committee") is structuring executive pay and evaluating executive performance.
Critical to performing these functions is setting compensation policies and
evaluating them annually; setting justifiable performance criteria and
challenging performance benchmarks; retaining experts when needed to assist with
the process and substance of the Committee's work; and ensuring full and
accurate disclosure of the scope of compensation;
NOW THEREFORE, BE IT RESOLVED, the shareholders request the board to amend the
Committee charter to specify that the Committee be composed solely of
independent directors as defined below. The charter should also specify (a) how
to select a new independent Committee member if a current member ceases to be
independent during the time between annual meetings of shareholders; and (b)
that compliance with the policy is excused if no independent director is
available and willing to serve on the Committee.
BE IT FURTHER RESOLVED, for the purpose of this proposal an independent director
is someone whose only nontrivial professional, familial or financial connection
to the corporation, its chairman or its executive officers is his/her
directorship, and who also:
(1) is not or has not been, or whose relative is or in the past 5 years has not
been, employed by the corporation or employed by, or a director of, an
affiliate; and
(2) complies with Sections (b)-(h) of the Council of Institutional Investors
Definition of Director Independence as found on its website at: http://www.cii.org/policies/ind
dir defn.htm
[INQUIRY LETTER]
January 27, 2006
BY E-MAIL AND EXPRESS MAIL
Office of the Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Clear Channel Communications Corporation; Shareholder Proposal submitted by
the New York City Pension Funds
To Whom It May Concern:
I write on behalf of the New York City Pension Funds (the "Funds"), in formal
response to the December 23, 2005 letter sent to the Securities and Exchange
Commission (the "Commission") by Will Liebman Jr. of Akin, Gump, Strauss, Hauer
& Feld, counsel for Clear Channel Communications Corporation (the "Company"). In
that letter, the Company contends that the Funds' shareholder proposal relating
to appointment of independent directors to the Compensation Committee of the
Board of the Company (the "Proposal") may be omitted from the Company's 2006
proxy statement and form of proxy under Rule 14a-8 under the Securities Exchange
Act of 1934. I have reviewed the Proposal, as well as December 23, 2005 letter
(the "Company Letter"). Based upon that review, as well as a review of Rule
14a-8, it is my opinion that the Proposal may not be omitted from the Company's
2006 Proxy Materials. Accordingly, the Funds respectfully request that the
Commission deny the relief that the Company seeks.
I. The Proposal
The Proposal begins by highlighting the significant role and tasks of a
Compensation Committee. The 'Resolved' clauses then state:
NOW, THEREFORE, BE IT RESOLVED: the shareholders request the board to amend the
Committee charter to specify that the Committee be composed solely of
independent directors as defined below. The charter should also specify (a) how
to select a new independent Committee member if a current member ceases to be
independent during the time between annual meetings of shareholders; and (b)
that compliance with the policy is excused if no independent director is
available and willing to serve on the Committee.
BE IT FURTHER RESOLVED, for the purpose of this proposal an independent director
is someone whose only nontrivial professional, familial or personal connection
to the corporation, its chairman or its executive officers is his/her
directorship, and who also:
(1) is not or has not been, or whose relative is or in the past 5 years has not
been, employed by the corporation or employed by, or a director of, an
affiliate; and
(2) complies with Sections (b)-(h) of the Council of Institutional Investors
Definition of Director Independence as found on its website at:
http://www.cii.org/policies/ind dir defn.htm.
II. The Company's Opposition and the Funds' Response
In the Company Letter of December 23, 2005, the Company requested that the Staff
of the Division of Corporation Finance (the "Staff") not recommend enforcement
action to the Commission if the Company omits the Proposal under: Rule
14a-8(i)(10) (substantially implemented); and Rule 14a-8(i)(3) (vague). Pursuant
to Rule 14a-8(g), the Company bears the burden of proving that one or more of
these exclusions apply. As detailed below, the Company has failed to meet that
burden with respect to either of these exclusions, and its request for no-action
relief should accordingly be denied.
A. The Proposal has not been substantially implemented by the Company.
The Company claims that it has "substantially implemented" the Proposal calling
for appointment of independent directors to the Compensation Committee. That
claim is based upon the requirement in the Company's Charter for the
Compensation Committee that the members of that Committee "shall have no
material relationship with the Company and shall other wise be 'independent
directors,'" as defined in the NYSE Rules.
The Company's Letter claims that in addition, its Corporate Governance
Guidelines "established a set of criteria for determining director independence
in addition to the criteria established by the NYSE." (Company Letter at p.4)
Yet a reading of the "Board of Directors Governance Guidelines" shows not a
single additional criterion for director independence beyond the Committee
Charter's "no material relationship" standard and the NYSE Rules. The Board of
Directors Governance Guidelines can be found at:
http://clearchannel.com/Corporate/PressRelease.aspx?PressReleaseID=1172&p=hidden.
Thus any Rule 14-8(i)(10) argument can be based solely on the Company's
compliance with the NYSE Rules and the "no material relationship" standard.
The Company's compliance with the NYSE Rules and with "no material relationship"
cannot, however, suffice to implement the Proposal, which intentionally and
precisely sets criteria for independence which, as the NYSE Rules permit, go
beyond the minimums set by the NYSE Rules coupled with the "no material
relationship" standard. One notable example is that the Proposal's standards
would bar a director from service on the Compensation Committee where the
director's firm, whether profit or non-profit, derives financial benefits from
the Company at a level that would still permit him or her to be classed as
"independent" under the NYSE Rules.
Indeed, no-action relief has been denied where companies have argued that simply
by adhering to the NYSE standards for independent directors, they have
substantially implemented proposals calling for adherence to stricter
definitions of director independence. Most recently, in American International
Group (March 17, 2005), reconsideration denied (June 20, 2005), part of the
proposal sought a by-law requiring that two-thirds of directors be independent,
according to a definition of independence stricter than the NYSE's*. AIG argued
that because "two-thirds of the current Board (twelve out of eighteen) is
independent under the rules of the NYSE," it had substantially implemented that
part of the proposal. (AIG's letter of May 18, 2005). The Division's Deputy
Director, however, denied reconsideration of the Staff's earlier view that AIG
could not exclude the proposal under Rule 14a-8(i)(10). See also Men's
Wearhouse, Inc. (March 24, 2004) (no-action relief denied where company argued
that compliance with NYSE listing standards substantially implemented a proposal
asking for two-thirds independence using a stricter definition). Neither AIG nor
Men's Wearhouse was cited in the Company Letter.
Other recent denials of no-action letters in the area of corporate governance
confirm that a company's efforts at governance reform that fall short of what a
proposal seeks cannot serve as a basis for excluding the Proposal as having been
"substantially implemented." Thus, in Unocal Corp. (March 16, 2004), the Staff
rejected the company's argument that it had substantially implemented a proposal
calling for an office to facilitate direct communications between shareholders
and independent directors, by instead putting in place a system for shareholder
communications that gave a senior independent director discretion to block such
communications from reaching the other independent directors. In STERIS Corp.
(June 14, 2004), the Staff likewise rejected a company's argument that it had
substantially implemented a proposal calling for serious board engagement with
respect to shareholders proposals that received a majority shareholder vote, by
instead putting in place a system that called for a lower level of board
engagement with respect to all shareholder proposals, approved or not. Unocal
and STERIS stand for the proposition that a company cannot comply with a
governance proposal that on its face sets a high standard, by adopting measures
that on their face set a lower one.
Here, too, Compensation Committee Rules, by setting a lower standard, would
thwart the implementation of independence criteria stricter than those set by
the NYSE. The Company cannot be said to have thereby substantially implemented
those stricter criteria.
As the Company has not substantially implemented the Proposal, its argument
under Rule 14a-8(i)(10) fails.
C. The Proposal is not vague
The Company's next argument is that the Proposal's standards for'" independent
directors" are too vague or too complicated to implement. But that claim is
belied by a comparison to the standards for director independence that the
Company's Board is already implementing.
Thus, the Company first claims that it cannot implement the Proposal's use of
the Council for Institutional Investors' "legalese-laden" definition of an
independent director (Company Letter at p.4). Yet standards for director
independence are by their nature complex, and typically laden with legal text.
The NYSE Rules - of necessity - are no exception to the pattern of complexity
and "legalese," and yet the Company is fully able to implement them. The Company
should be fully able to implement additional strictures imposed by the CII
definition as well. It adds nothing to the Company's argument to complain that
the CII definition includes a "convoluted, confused 'discussion' of
independence." (Company Letter at 5). A look at the CII definition shows simply
that in addition to a classic (a) through (h) legal definition of independence,
it adds some sentences of interpretive guidance throughout. A few lines of
helpful commentary throughout should not defeat the Company's ability to
understand and implement that standard.
The Company next complains that it cannot, for vagueness, implement the
Proposal's further standard of no "nontrivial ... connection to the
corporation...[other than] his/her directorship." That claim is belied by the
Company's implementation of its own Compensation Committee Charter standard of
"no material relationship" with the Company. The Proposal's "no nontrivial
connection" standard is at least as clear as the Company's "no material
relationship" standard. It is not too vague, and can be implemented just as
readily as the Company's and the NYSE's standards.
Finally, the Company's citation to Boeing Corporation (Feb. 10, 2004), for the
proposition that the CII independence definition is too vague, is inapposite. In
that Boeing matter, the proponent failed to give any citation or explanation of
what CII definition it was referring to, beyond "the 2003 Council of
Institutional Investors definition." Id. Here, in contrast, the Funds have
cited, in the Resolved clause itself, to the precise current CII webpage, titled
"Independent Director Definition," which contains the full CII definition:
http://www.cii.org/policies/ind dir defn.htm. Unlike in Boeing, there is no
vagueness as to the exact definition that the Company must implement.
The Company's challenge under Rule 14a-8(i)(3) must fail, too.
III. Conclusion
For the reasons set forth herein, the Funds respectfully submit that the
Company's request for "no-action" relief should be denied. Should you have any
questions or require any additional information, please do not hesitate to
contact me at the number listed above.
Thank you for your consideration.
Sincerely,
/s/
Richard S. Simon
Deputy General Counsel
Cc: Will Liebman, Esq.
Akin, Gump, Strauss, Hauer & Feld LLP
1700 Pacific Avenue
Suite 4100
Dallas, TX 75201-4675
-----FOOTNOTES-----
* The other part of the proposal sought a by-law requiring an independent
Chairperson.
[STAFF REPLY LETTER]
February 15, 2006
Response of the Office of Chief Counsel Division of Corporation Finance
Re: Clear Channel Communications, Inc. Incoming letter dated December 23, 2005
The proposal requests the board to amend the compensation committee charter to
require that the compensation committee be composed solely of independent
directors, as defined in the proposal.
We are unable to concur with your view that Clear Channel may exclude the
proposal under rule 14a-8(i)(10). Accordingly, we do not believe Clear Channel
may exclude the proposal under rule 14a-8(i)(10).
We are unable to concur with your view that Clear Channel may exclude the
proposal under rule 14a-8(i)(3). Accordingly, we do not believe Clear Channel
may exclude the proposal under rule 14a-8(i)(3).
Sincerely,
/s/
Gregory Belliston
Attorney-Adviser
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