UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
(Amendment No.   )

 

Check the appropriate box:

LIVE NATION ENTERTAINMENT, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 15, 20118, 2012

 

TO THE STOCKHOLDERS OF LIVE NATION ENTERTAINMENT, INC.:

The 20112012 Annual Meeting of Stockholders of Live Nation Entertainment, Inc., a Delaware corporation, will be held on Wednesday,Friday, June 15, 2011,8, 2012, at 10:309:00 a.m., local time, at House of Blues Sunset Strip, 8430 Sunset Boulevard, West Hollywood, California 90069, for the following purposes:

The board of directors has fixed the close of business on April 20, 201118, 2012 as the record date for the determination of stockholders entitled to notice of and to vote at the 20112012 Annual Meeting of Stockholders and at any adjournment or postponement thereof.

Thank you for your ongoing support and continued interest in Live Nation Entertainment.

By Order of the Board of Directors,

Michael Rapino
President, Chief Executive Officer and Director

		By Order of the Board of Directors,
		Michael Rapino President, Chief Executive Officer and Director

Beverly Hills, California
April 29, 201125, 2012

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9348 Civic Center Drive
Beverly Hills, California 90210

 

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
June 15, 20118, 2012

 

The board of directors of Live Nation Entertainment, Inc., which is referred to herein sometimes as Live Nation, our, us, we or the company, solicits the enclosed proxy for the Annual Meeting of Stockholders to be held on Wednesday,Friday, June 15, 2011,8, 2012, at 10:309:00 a.m., local time, at House of Blues Sunset Strip, 8430 Sunset Boulevard, West Hollywood, California 90069, and for any adjournment or postponement thereof. This proxy statement is being made available to stockholders on or about April 29, 2011.25, 2012.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

If you are an employee who participates in our 401(k) Savings Plan, the proxy that you submit will provide your voting instructions to the plan trustee. If you do not submit a proxy, the plan trustee will vote your plan shares in the same proportion as the shares for which the trustee receives voting instructions from other participants in the plan, except as may otherwise be required by law.

Approval of the issuance and sale of shares of our common stock to Liberty Media Corporation — The affirmative vote of the holders of at least a majority of the total voting power of our common stock present in person or represented by proxy and entitled to vote on this matter is required to approve the issuance and sale of shares of our common stock to Liberty Media Corporation. For purpose of this vote, abstentions (or a direction to your broker, bank or other nominee to abstain) will be counted as present in person or represented by proxy and entitled to vote on this matter, and therefore will have the effect of a negative vote.

Approval of the Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as amended and restated as of April 15, 2011 — The affirmative vote of the holders of at least a majority of the total voting power of our common stock present in person or represented by proxy and entitled to vote on this matter is required to adopt the Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as amended and restated as of April 15, 2011. For purpose of this vote, abstentions (or a direction to your broker, bank or other nominee to abstain) will be counted as present in person or represented by proxy and entitled to vote on this matter, and therefore will have the effect of a negative vote.

Approval of the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of April 15, 2011 — The affirmative vote of the holders of at least a majority of the total voting power of our common stock present in person or represented by proxy and entitled to vote on this matter is required to adopt the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of April 15, 2011. For purpose of this vote, abstentions (or a direction to your broker, bank or other nominee to abstain) will be counted as present in person or represented by proxy and entitled to vote on this matter, and therefore will have the effect of a negative vote.TABLE OF CONTENTS

Advisory resolution on executive compensation — The affirmative vote of the holders of at least a majority of the total voting power of our common stock present in person or represented by proxy and entitled to vote on this matter is required to approve the advisory resolution on the company’s executive compensation. For purposepurposes of this vote, abstentions (or a direction to your broker, bank or other nominee to abstain) will be counted as present in person or represented by proxy and entitled to vote on this matter, and therefore will have the effect of a negative vote. The results of this vote are not binding on our board of directors.

Advisory vote on frequency of advisory votes on executive compensation — The advisory vote on the frequency of advisory votes on the company’s executive compensation will be determined based on a plurality of the votes cast. This means that the option that receives the most votes will be recommended by the stockholders to our board of directors. For purposes of this proposal, a failure to vote or withholding your vote (or a direction to your broker, bank or other nominee to withhold your vote) is not counted as a vote cast, and therefore will have no effect on the outcome of the proposal. The results of this vote are not binding on our board of directors.

Ratification of the appointment of our independent registered public accounting firm — The affirmative vote of the holders of at least a majority of the total voting power of our common stock present in person or represented by proxy and entitled to vote on this matter is required to ratify the appointment of our independent registered public accounting firm. For purposepurposes of this vote, abstentions (or a direction to your broker, bank or other nominee to abstain) will be counted as present in person or represented by proxy and entitled to vote on this matter, and therefore will have the effect of a negative vote.

Other items — The affirmative vote of the holders of at least a majority of the total voting power of our common stock present in person or represented by proxy and entitled to vote on such matter is

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holder), giving you the right to vote the shares. If you do not wish to vote in person, you may vote by mail, over the Internet or by telephone, as described below under the heading “Voting — How can I vote?”

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bylaws, a stockholder may bring a proposal before our 20122013 Annual Meeting of Stockholders, without including the proposal in our proxy materials, if (i) the stockholder provides us notice of the proposal no earlier than February 16, 20128, 2013 and no later than March 17, 201210, 2013 and (ii) the proposal concerns a matter that may be properly considered and acted upon at the annual meeting in accordance with our bylaws and corporate governance policies. Any such proposal not received by this deadline will be untimely and not considered at our 20122013 Annual Meeting of Stockholders. Stockholders are advised to review our bylaws, which contain additional requirements with respect to advance notice of stockholder proposals. Our bylaws are publicly available on our website atwww.livenation.com/investors.

Proposals should be addressed to:

Live Nation Entertainment, Inc.
9348 Civic Center Drive
Beverly Hills, California 90210
Attention: General Counsel

Alternatively, you may propose a director nominee for consideration at the annual meeting by complying with our bylaws, which provides for a notice that must (i) be delivered to us at our principal executive offices set forth immediately above no earlier than February 16, 2012 and no later than March 17, 2012, (ii) provide all information relating to the director nominee that is required to be disclosed in a solicitation of proxies for the election of directors in an election contest, or that is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act and (iii) provide the director nominee’s written consent to serve as a director if elected. Stockholders are advised to review our bylaws and Board of Directors Governance Guidelines with respect to director nominations. These documents are publicly available on our website atwww.livenation.com/investors.

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CORPORATE GOVERNANCE

We are committed to maintaining high standards of business conduct and corporate governance, which we believe are essential to running our business efficiently, serving our stockholders well and maintaining our integrity in the marketplace. We have adopted a Code of Business Conduct and Ethics for directors, officers and employees, as well as Board of Directors Governance Guidelines, which, in conjunction with our certificate of incorporation, bylaws and board committee charters, form our framework for governance. All of these documents are publicly available on our website atwww.livenation.com/investors or may be obtained upon written request to:

Live Nation Entertainment, Inc.
9348 Civic Center Drive
Beverly Hills, California 90210
Attention: General Counsel

Independence

Our board of directors currently consists of eleventwelve directors, eight of whom are independent (as defined by our Board of Directors Governance Guidelines), one of whom serves as our President and Chief Executive Officer and one of whom serves as our Executive Chairman and Chairman of the Board. For a director to be independent, the board of directors must determine, among other things, that a director does not have any direct or indirect material relationship with us or any of our subsidiaries. The board of directors has established guidelines to assist it in determining director independence, which conform to, or are more exacting than, the independence requirements of the NYSE corporate governance standards. The independence guidelines are set forth in Appendix A of theour Board of Directors Governance Guidelines.

Applying these independence standards, the board of directors has determined that Mark Carleton, Jonathan Dolgen, Ariel Emanuel, Robert Ted Enloe, III, Jeffrey T. Hinson, James S. Kahan, Randall T. Mays and Mark S. Shapiro are all independent directors.

Board Composition and Director Qualifications

Our Nominating and Governance Committee periodically assesses the appropriate size and composition of the board of directors, taking into account our specific needs. The committee utilizes various methods for identifying and evaluating candidates for director. Candidates may come to the attention of the committee through recommendations of directors, management, stockholders and professional search firms. Generally, the committee seeks members with diverse backgrounds and viewpoints which contribute to the board of directors’ broad spectrum of experience and expertise, and who have a reputation of integrity. While the Nominating and Governance Committee carefully considers diversity when considering director candidates, it has not established a formal policy regarding diversity.

At a minimum, directors should:

In addition to recommendations from directors, management and professional search firms, the Nominating and Governance Committee will consider director candidates properly submitted by stockholders. Stockholder recommendations should be sent to the General Counsel at our principal executive offices. The Nominating and Governance Committee will review all potential director nominees in the same manner, regardless of the source of the recommendation, in accordance with its charter.

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Board Leadership Structure

The board of directors believes that separate individuals should hold the positions of Chairman of the Board and Chief Executive Officer, and our board of directors is currently led by a Chairman who does not act as Chief Executive Officer. Under our bylaws and Board of Directors Governance Guidelines, the Chairman of the Board is responsible for coordinating the board of directors’ activities, including the scheduling of meetings and the determination of relevant agenda items.

Risk Oversight and Compensation Risk Assessment

The Audit Committee reviews our policies and practices with respect to risk assessment and risk management, including discussing with management our major risk exposures and the steps that have been taken to monitor and control such exposures. The Audit Committee reports the results of its review to the board of directors.

Matters of risk management are brought to the attention of the Audit Committee by our Chief Financial Officer, our General Counsel, our Chief Accounting Officer and our Director of Internal Audit, who regularly reviews and assesses internal processes and controls for ongoing compliance with internal policies, as well as for potential weaknesses that could result in a failure of an internal control process. Management reviews and reports on potential areas of risk at the request of the Audit Committee or other members of the board of directors.

We believe that our compensation policies and practices do not create inappropriate or unintended significant risk to the company as a whole. We also believe that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond the company’s ability to effectively identify and manage significant risks, are compatible with effective internal controls and our risk management practices and are supported by the oversight and administration of the Compensation Committee with regard to executive compensation programs.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics applicable to all of our directors, officers and employees, including our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Controller, which is a “code of ethics” as defined by applicable SEC rules. The purpose and role of this code is to, among other things, focus our directors, officers and employees on areas of ethical risk, provide guidance to help them recognize and deal with ethical issues, provide mechanisms to report unethical or unlawful conduct and to help enhance and formalize our culture of integrity, honesty and accountability. If we make any amendments to this code, other than technical, administrative or other non-substantive amendments, or grant any waivers, including implicit waivers, from any provision of this code that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or Controller, or persons performing similar functions, and that relates to an element of the SEC’s “code of ethics” definition, then we will disclose the nature of the amendment or waiver on our website atwww.livenation.com/investors.

Officer and Director Stock Ownership Guidelines

It is the board of directors’ policy that all directors and executive officers, consistent with their responsibilities to our stockholders as a whole, hold a significant equity interest in our company. Toward this end, the board of directors expects all directors and executive officers to own, or acquire within three years of first becoming a director or executive officer, shares of our common stock having a market value of at least $225,000.

The board of directors recognizes that exceptions to this policy may be necessary or appropriate in individual cases and may approve such exceptions from time to time as it deems appropriate in the interest of our stockholders.

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Stockholder Communications

Stockholders and other interested parties may communicate with the board of directors, any committee thereof, the independent or non-management directors as a group or any individual director in writing. All such written communications must identify the recipient and be forwarded by mail to:

Live Nation Entertainment, Inc.
9348 Civic Center Drive
Beverly Hills, California 90210
Attention: General Counsel

The General Counsel will act as agent for the directors in facilitating such communications. In that capacity, the General Counsel may review, sort and summarize the communications.

Complaints about accounting, internal accounting controls or auditing matters may be made by calling our toll-free Business Integrity Hotline at (888) 497-2555, or via a web-reporting tool atwww.livenation.alertline.comfor those in North America andwww.livenationinternational.alertline.com for those in other international locations.

Certain Relationships and Transactions

Our Audit Committee is charged with the responsibility of reviewing, approving and overseeing all related-person transactions, as defined in SEC regulations. This responsibility is set forth, in part, in our Code of Business Conduct and Ethics under the heading “Policy on Related-Person Transactions” and in the Audit Committee Charter.

Generally, the policy covers any transaction in which we were or will be a participant, the amount involved exceeds $120,000 and any “related person” had, or will have, a direct or indirect material interest in the transaction. “Related person” includes, generally, any (i) director or executive officer, (ii) nominee for director, (iii) stockholder who beneficially owns more than 5% of any class of our voting securities and (iv) family members of any of the persons set forth in (i) through (iii) above.

Agreements with Clear Channel

A current member of our board of directors is an officer and director of Clear Channel Communications, Inc., which we refer to as Clear Channel, and one of our executive officers and directors is also a director of Clear Channel. From time to time, we purchase advertising from Clear Channel and its subsidiaries in the ordinary course of business on arms-length terms. In 2010,2011, we paid Clear Channel approximately $5.1$4.4 million for these advertising services. Additionally, in connection with our 2005 spin-off from Clear Channel, we entered into various lease and licensing agreements with Clear Channel, the terms of which are between fivenine and 11thirteen years and which primarily relate to office space occupied by our employees. In 2010,2011, we paid Clear Channel approximately $0.8 million under these agreements.

Agreements with Liberty

In connection with the merger between Live Nation and Ticketmaster Entertainment, Inc., or Ticketmaster, which is referred to as the merger, we entered into governance and other arrangements with Liberty Media Corporation, which we refer to as Liberty Media, Liberty USA Holdings LLC, or Liberty Holdings, and certain affiliates of Liberty Media, which collectively, together with Liberty Media and Liberty Holdings, are referred to as Liberty. As described in the section entitled “Security Ownership” beginning on page 2623, as of April 20, 2011,13, 2012, Liberty owned 33,679,16339,181,563 shares of our common stock.

Liberty Stockholder Agreement

In February 2009, Liberty Media, Liberty Holdings, Live Nation and Ticketmaster entered into a Stockholder Agreement, or the Liberty Stockholder Agreement. The following summary is qualified by reference to the full Liberty Stockholder Agreement, a copy of which was included as an exhibit to our Current Report on Form 8-K filed with the SEC on February 13, 2009.

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Board Representation.  Pursuant to the Liberty Stockholder Agreement, following the completion of the merger, Liberty Media was entitled to nominate up to two Liberty directors for election to theour board of directors until the earlier of (i) the date that Liberty ceases to beneficially own 50% of the lesser of (a) the

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If Liberty transfers all of its Live Nation equity securities to a third party who, after such transfer, does not own Live Nation equity securities in excess of Liberty’s applicable percentage, then all of the rights and obligations of Liberty under the Liberty Stockholder Agreement, other than the rights to board representation

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Separation and Distribution Agreement

The Separation and Distribution Agreement sets forth the arrangements among IAC and the Spincos regarding the principal transactions necessary to separate each of the Spincos from IAC, as well as governs certain aspects of the relationship of a Spinco with IAC and other Spincos after the completion of the IAC spin-offs.

Each Spinco agreed to indemnify, defend and hold harmless (and to cause the other members of its respective group to indemnify, defend and hold harmless) IAC and each of the other Spincos, and each of their respective current and former directors, officers and employees, from and against any losses arising out of any breach by such indemnifying companies of the spin-off agreements, any failure by such indemnifying company to assume and perform any of the liabilities allocated to such company and any liabilities relating to the indemnifying company’s financial and business information included in filings made with the SEC in connection with the IAC spin-offs. IAC has agreed to indemnify, defend and hold harmless each of the Spincos, and each of their respective current and former directors, officers and employees, from and against losses arising out of any breach by IAC of the spin-off agreements, and any failure by IAC to perform its obligations under the Separation and Distribution Agreement or any spin-off agreement.

In addition, the Separation and Distribution Agreement also governs insurance and related reimbursement arrangements, provision and retention of records, access to information and confidentiality, cooperation with respect to governmental filings and third-party consents and access to property.

Tax Sharing Agreement

The Tax Sharing Agreement governs the respective rights, responsibilities and obligations of IAC and each Spinco after the IAC spin-offs with respect to taxes for periods ending on or before the IAC spin-off of such Spinco. In general, pursuant to the Tax Sharing Agreement, IAC will prepare and file the consolidated federal income tax return, and any other tax returns that include IAC (or any of its subsidiaries) and a Spinco (or any of its subsidiaries) for all taxable periods ending on or prior to, or including, the distribution date of such Spinco with the appropriate tax authorities, and, except as otherwise set forth below, IAC will pay any taxes relating thereto to the relevant tax authority (including any taxes attributable to an audit adjustment with respect to such returns; provided that IAC will not be responsible for audit adjustments relating to the business of a Spinco (or any of its subsidiaries) with respect to pre-spin-off periods if such Spinco fails to fully cooperate with IAC in the conduct of such audit). Each Spinco will prepare and file all tax returns that include solely such Spinco and/or its subsidiaries and any separate company tax returns for such Spinco and/or its subsidiaries for all taxable periods ending on or prior to, or including, the distribution date of such Spinco, and will pay all taxes due with respect to such tax returns (including any taxes attributable to an audit adjustment with respect to such returns). In the event an adjustment with respect to a pre-spin-off period for which IAC is responsible results in a tax benefit to a Spinco in a post-spin-off period, such Spinco will be

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Under U.S. federal income tax law, IAC and the Spincos are severally liable for all of IAC’s federal income taxes attributable to periods prior to and including December 31, 2008. Thus, if IAC failed to pay the federal income taxes attributable to it under the Tax Sharing Agreement for periods prior to and including December 31, 2008, the Spincos would be severally liable for such taxes.

Commercial Agreements

Ticketmaster (i) distributes certain products and services via arrangements with certain Spincos (and vice versa), (ii) provides certain SpincosIAC with various services (and vice versa) and/or (iii)and leases office space from IAC. For example:

Aggregate revenues earned in respect of commercial agreements between Ticketmaster and IAC by Ticketmaster and its subsidiaries from businesses that IAC continues to own following the Ticketmaster spin-off were approximately $8,000 in 2010. Aggregate payments made by Ticketmaster and its subsidiaries to IAC and its subsidiaries in respect of commercial agreements were approximately $1.8 million$150,698 in 2010.2011.

Relationships Involving Executive Officers

Irving Azoff

In January 2010, in connection with the merger, Ticketmaster Entertainment LLC, as the surviving entity in the merger, assumed Ticketmaster’s obligations under a note issued to the Azoff Family Trust of 1997, which we refer to as the Azoff Family Trust. After an initial payment of approximately $1.7 million on February 1, 2010, the outstanding principal amount of the note was approximately $34.7 million, and the note vests and the company pays equal monthly installments of principal and interest of approximately $835,000 on the first day of each month beginning on March 1, 2010 through and until the note is fully paid-off on October 1, 2013. In the event of a termination of Mr. Azoff’s employment with Live Nation without “Cause” or for “Good Reason” or due to death or “Disability” (each as defined in Ticketmaster’s employment agreement with Mr. Azoff), the note immediately will vest and the balance of the note will be due and paid in a cash lump sum. Upon any other termination of Mr. Azoff’s employment, the Azoff Family Trust will forfeit the balance of the note.

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due to him in respect of his restricted Front Line common stock. The Stock Purchase Agreement contained customary representations, warranties and indemnities. The company common stock issued to the Azoff Sellers was valued at $10.4784 per share, which represents the five-day trailing volume weighted average stock price on the day prior to the closing date.

Prior to the February 2011 transaction, the Azoff Family Trust was a party to the Second Amended and Restated Stockholders’ Agreement of Front Line dated as of June 9, 2008, as amended, which is referred to as the Front Line Stockholders’ Agreement. The Front Line Stockholders’ Agreement governed certain matters related to Front Line and the ownership of securities of Front Line, including board designation rights, transaction approval requirements, share transfer provisions, and put and call rights. The Front Line Stockholders’ Agreement also provided for the annual pro rata dividend to be paid to the stockholders as soon as reasonably practicable after the end of each fiscal year. The Front Line Stockholders’ Agreement was terminated in connection with the February 2011 transaction.

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PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Director Nominees

The board of directors is soliciting approval of the following four Class IIIII director nominees:

The Class IIIII directors will serve for a three-year term expiring on the date of our Annual Meeting of Stockholders held in 20142015 or until their successors are elected or their earlier resignation or removal. All of the Class IIIII director nominees are current members of the board of directors and are standing for re-election.

Each of the director nominees has indicated a willingness to continue service as a director if elected. If any director nominee becomes unable to serve, the board of directors may designate a substitute nominee, in which case the designated proxy holders, Mr. Rapino and Ms. Willard, will vote for such substitute nominee.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR
EACH NAMED DIRECTOR NOMINEE.

General Information About the Board of Directors

Our bylaws provide that our business and affairs will be managed by, or under the direction of, our board of directors. The directors are apportioned into three classes, with each serving a three-year term. We currently have four Class I directors, four Class II directors and threefour Class III directors. Set forth below is biographical information for the Class IIIII director nominees and our continuing directors as of the date of this proxy statement.

Name		Age		Position		Term
Irving L. Azoff		6364		Executive Chairman and Chairman of the Board		Expires 2013
Mark Carleton		5051		Director		Expires 2013
James L. Dolan		56		Director		Director Nominee
Jonathan Dolgen		66		Director		Director NomineeExpires 2014
Ariel Emanuel		50		Director		Expires 2012
Robert Ted Enloe, III		7251		Director		Director Nominee
Robert Ted Enloe, III		73		Director		Expires 2014
Jeffrey T. Hinson		5657		Director		Expires 2014
James S. Kahan		64		Director		Expires 2014
Gregory B. Maffei		51		Director		Director Nominee
James S. KahanRandall T. Mays		6346		Director		Director Nominee
Gregory B. Maffei		50		Director		Expires 2012
Randall T. Mays		45		Director		Expires 2012
Michael Rapino		4546		President, Chief Executive Officer and Director		Expires 2013
Mark S. Shapiro		4142		Director		Expires 2013

Irving L. Azoff is our Executive Chairman along with serving on our board of directors and has served in these capacities since January 2010. Mr. Azoff became the Chairman of the Board in February 2011. From October 2008 to January 2010, Mr. Azoff was Chief Executive Officer of Ticketmaster. He also served as a member of Ticketmaster’s board of directors from January 2009 until the merger. Mr. Azoff has served as Chief Executive Officer of Front Line since its inception in January 2005. Mr. Azoff also serves as a director of Clear Channel.Channel, IMG and TBA Global.

The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Azoff should serve as a director: his professional background and experience, his leadership skills acquired while building Front Line and serving as Chief Executive Officer of Ticketmaster, his extensive knowledge and understanding of and reputation in the music industry and his understanding of Ticketmaster’s and Front Line’s business, operations, products and services.

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Mark Carleton has served as a member of our board of directors since January 2010 and served as a member of Ticketmaster’s board of directors from August 2008 until the merger. He currently serves as a Senior Vice President of Liberty Media Corporation. Prior to that, he was employed by KPMG LLP from July 1982 to November 2003, most recently as a Partner and National Industry Director — Communications Segment and also served on KPMG’s board. Mr. Carleton was a practicing CPA during his time at KPMG. Mr. Carleton currently serves as a director of Mobile Streams, Air Methods Corp., Barnes & Noble, Ideiasnet and a number of private companies and formerly served as a director of DIRECTV.

The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Carleton should serve as a director: his professional background and experience, his current and previously held senior-executive level positions, his service on other public and private company boards and his specialized expertise in public company accounting. Mr. Carleton was nominated as a director by Liberty Media pursuant to the terms of the Liberty Stockholder Agreement.

James L. Dolan has served as a member of our board of directors since June 2011. Mr. Dolan is Executive Chairman and Director of The Madison Square Garden Company, Chief Executive Officer, President and Director of Cablevision Systems Corporation and a Director of AMC Networks Inc. Mr. Dolan has held various positions with Cablevision Systems Corporation since 1979 and with Madison Square Garden, L.P. (predecessor to The Madison Square Garden Company) since 1999.

The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Dolan should serve as a director: his professional background and experience, his leadership and reputation in the media and communications sectors, previously held senior-executive level positions and his service on other public and private company boards.

Jonathan Dolgen has served as a member of our board of directors since January 2010 and served as a member of Ticketmaster’s board of directors from August 2008 until the merger. From July 2004 through April 2010, Mr. Dolgen had also been a Senior Advisor to Viacom, Inc., which is referred to as Old Viacom, a worldwide entertainment and media company, where he provided advisory services to the Chief Executive Officer of Old Viacom, or others designated by him, on an as-requested basis. Effective December 31, 2005, Old Viacom was separated into two publicly traded companies, Viacom Inc., which is referred to as New Viacom, and CBS Corporation. From the separation of Old Viacom until April 2010, Mr. Dolgen provided advisory services to the Chief Executive Officer of New Viacom, or others designated by him, on an as-requested basis. Since July 2004, Mr. Dolgen has been a private investor, and since September 2004, Mr. Dolgen has been a principal of Wood River Ventures, LLC, or Wood River, a private start-up entity that seeks investment and other opportunities and provides consulting services primarily in the media sector. Since April 2005, Mr. Dolgen, through Wood River, has had an arrangement with Madison Dearborn Partners, LLC to seek investment opportunities, and to consult, primarily in the media sector. From October 2006 through March 2008, Mr. Dolgen served as Senior Consultant for ArtistDirect, Inc. From April 1994 to July 2004, Mr. Dolgen served as Chairman and Chief Executive Officer of the Viacom Entertainment Group, a unit of Old Viacom, where he oversaw various operations of Old Viacom’s businesses, which during 2003 and 2004 primarily included the operations engaged in motion picture production and distribution, television production and distribution, regional theme parks, theatrical exhibition and publishing. As a result of the separation of Old Viacom, Old Viacom’s motion picture production and distribution and theatrical exhibition business became part of New Viacom’s businesses, and substantially all of the remaining businesses of Old Viacom overseen by Mr. Dolgen remained with CBS Corporation. Mr. Dolgen began his career in the entertainment industry in 1976 and, until joining the Viacom Entertainment Group, served in executive positions at Columbia Pictures Industries, Inc., Twentieth Century Fox and Fox, Inc. and Sony Pictures Entertainment. Since August 2005, Mr. Dolgen has been a Director of Expedia, Inc. and from October 2004 until September 2008, Mr. Dolgen was a Director of Charter Communications, Inc.

The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Dolgen should serve as a director: his professional background and experience, previously held senior-executive level positions, his service on other public company boards, his extensive experience with companies in the media sector and expertise in both traditional and new media.

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Ariel Emanuel has served as a member of our board of directors since September 2007. Mr. Emanuel was a founding partner of Endeavor, a leading talent agency that merged with the William Morris Agency in 2009, creating WME Entertainment. Mr. Emanuel was an integral part of Endeavor’s success and provided its vision. Mr. Emanuel is now CEOChief Executive Officer of WME Entertainment. Mr. Emanuel is also a member of the Board of Trustees of the American Film Institute.

The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Emanuel should serve as a director: his professional background and experience, his leadership skills acquired while building Endeavor and guiding WME Entertainment, his extensive knowledge and understanding of and reputation in the entertainment industry and his expertise in artist representation.

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and as Chairman and Chief Executive Officer of 360networks Corporation from 2000 until 2005. Previously, Mr. Maffei was the Chief Financial Officer of Microsoft Corporation from 1997 to 2000. Mr. Maffei has served as a director of Electronic Arts, Inc. since June 2003 and as a director of Sirius since 2009. Mr. Maffei served as a director of DIRECTV (or its predecessor) from June 2008 to June 2010. Mr. Maffei served as a director of Expedia, Inc. from 1999 to 2003, and as a director of Starbucks Corporation from 1999 to 2006. Mr. Maffei was also Chairman of the Board of Expedia, Inc. from 1999 to 2002.

The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Maffei should serve as a director: his professional background and experience, his leadership and reputation in the media and communications sectors, previously held senior-executive level positions and his service on other public and private company boards.

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Board Meetings

Our board of directors met eightseven times and acted by unanimous written consent twice during 2010.2011. All incumbent directors attended at least 75% of the aggregate meetings of the board of directors and of board committees on which they served during the time they were serving as a director or committee member, as applicable. We have adopted a formal policy on director attendance at annual meetings of stockholders, which states that each director is strongly encouraged to attend such meetings, unless attendance is precluded by health or other significant personal matters. Ten of our then-current directors attended our 20102011 annual meeting of stockholders.

The board of directors has appointed Mr. Maffei to preside over executive sessions of the non-management directors.

Board Committees

The board of directors has four standing committees: the Audit Committee, the Nominating and Governance Committee, the Compensation Committee and the Executive Committee, each of which is described below. Each committee, other than the Executive Committee, operates under a written charter adopted by the board of directors. All of the committee charters are publicly available on our website atwww.livenation.com/investors or may be obtained upon written request to our General Counsel at our principal executive offices.

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As set forth in more detail in the Audit Committee Charter, the Audit Committee’s purpose is to assist the board of directors in its general oversight of the quality and integrity of our accounting, auditing and financial reporting and internal control practices. The specific responsibilities of the Audit Committee include:

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Compensation Committee

The Compensation Committee currently consists of Messrs. Carleton, Dolgen, Enloe and Shapiro.

The board of directors has determined that all fourthree members of the Compensation Committee are independent, as defined by the NYSE corporate governance standards and our independence standards. During the 2010 fiscal year,2011, the Compensation Committee met ten times.six times and acted by unanimous written consent twice.

The specific responsibilities of the Compensation Committee include:

During 2011, Jonathan Dolgen served as a member of the Compensation Committee until June 2011, at which time he stepped down as a member of the committee. Compensation Committee meetings are regularly attended by the Chief Executive Officer and, from time to time, other members of management, including the Chairman of the Board.

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Director Compensation

During 2010,Pursuant to our non-employee director compensation plan, in 2011 we paid (i) each of our non-employee directors an annual cash retainer of $60,000. Additionally, we paid (i) each member of the Audit Committee, Compensation Committee and Nominating and Governance Committee an additional annual cash retainer of $10,000, $6,000 and $4,500, respectively; (ii) the Chairpersons of the Audit Committee, Compensation Committee and Nominating and Governance Committee a further annual cash retainer of $11,000, $6,500 and $5,500, respectively, and (iii) a per-meeting fee of $1,500 to directors and committee members for attendance at meetings in excess of eight board of directors meetings, eight Audit Committee meetings, eight Compensation Committee meetings and/or five Nominating and Governance Committee meetings per year, as applicable.

In December 2010, our board of directors approved a revised non-employee director compensation plan. The revised plan, prepared by Compensia (independent outside compensation consultants to the Compensation Committee) and recommended by the Compensation Committee, is intended to increase Live Nation’s competitive position as it relates to board remuneration. Under the revised plan, Live Nation will pay (i) each of its non-employee directors an annual cash retainer of $75,000;$75,000, (ii) each member of the Audit Committee, Compensation Committee and Nominating and Governance Committee an additional annual cash retainer of $17,500, $12,500 and $7,500, respectively;respectively, and (iii) the Chairpersons of the Audit Committee, Compensation Committee and Nominating and Governance Committee a further annual cash retainer of $15,000, $12,500 and $7,500, respectively. No additional per-meeting fees apply under the revised plan.

Under both the prior and the revised plans,plan, each non-employee director also receives a grant of $125,000 in shares of restricted stock based on the average closing price of our stock during the 20 trading days prior to the date of the grant (i) upon such non-employee director’s appointment to the board of directors (pro rated(pro-rated for the period from the director’s appointment through the anticipated date of our next annual meeting of stockholders), and (ii) on an annual basis thereafter. We may also grant additional discretionary stock-based awards to our non-employee directors, and these directors may elect to receive their cash fees in the form of shares of our common stock.

In addition to the annual payments and grants described above, in connection with the closing of the Ticketmaster merger in January 2010, (i) each then-current Live Nation non-employee director received a cash payment of $25,000 in recognition of such directors’ extraordinary service to the company in connection with the merger process; (ii) each then-current member of the Compensation Committee received a further cash payment of $25,000 in recognition of that committee’s efforts in reviewing and negotiating proposed compensation arrangements for executive officers in anticipation of the merger; and (iii) Mr. Mays was granted 20,000 shares of Live Nation restricted stock as compensation for his service as Chairman of the Board.

In December 2010, Mr. Kahan received an additional cash payment of $27,500 in respect of his significant additional work in connection with the then-pending transaction to acquire the remaining equity interests in Front Line.

We believe that our work in 2010 laid the foundation for our company’s future. With the building blocks now in place, our focus is on our evolving operations and on executing our growth strategy in 2011 and beyond.TABLE OF CONTENTS

With all of our named executive officers already under employment contracts, ourOur key executive compensation decisions in 20102011 related to setting appropriate performance targets and bonus levels for our executive officers in order to incentivize them to reach targeted goals during the year, as well as determining the form and amount of stock-based awards for our executive officers that will provide optimal long-term incentives to align their interests with those of our stockholders and encourage growth over the long term, all while recognizing the realities of the macroeconomic environment.

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Roles and Responsibilities

This Compensation Discussion and Analysis describes our executive compensation program as it relates to the following “named executive officers” for fiscal 2010:2011:

Michael Rapino		President and Chief Executive Officer
Irving Azoff		Executive Chairman and Chairman of the Board
Jason Garner*		Chief Executive Officer — Global Music
Nathan Hubbard		Chief Executive Officer — TicketingTicketmaster
Alan Ridgeway*		President — International and Emerging Markets
Michael Rowles		General Counsel
Kathy Willard		Chief Financial Officer

The Compensation Committee has primary responsibility for establishing the compensation ofpaid to our named executive officers. The Compensation Committee is appointed by the board of directors, and consists entirely of directors who are “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, and “non-employee” directors for purposes of Rule 16b-3 of the Exchange Act. The Compensation Committee currently consists of Messrs. Carlton, Dolgen, Enloe and Shapiro.Shapiro, with Mr. Enloe serving as the committee’s Chairman. The Compensation Committee is responsible for (i) administering and overseeing our executive compensation program, including matters related to salary, bonus plans and stock compensation plans, and (ii) approving all grants of equity awards (although subsequent to its acquisition as part of the Ticketmaster merger, compensation paid by Front Line, and equity awards with respect to Front Line common stock, must also be approved by the board of directors of Front Line). Mr. Dolgen served as the Chairman of the Compensation Committee during the majority of 2010, the period covered by this Compensation Discussion and Analysis, and Mr. Enloe currently serves as the Chairman of the Compensation Committee.

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Within this framework, we strive to maintain executive compensation levels that are fair, reasonable and competitive.

Compensation Setting Process

Compensation determinations made during 20102011 affecting our named executive officers were based primarily on the Compensation Committee’s assessments of the appropriate levels of compensation required to recruit and retain top-level executive talent, based on industry standards and input from our Chief Executive Officer with respect to our other named executive officers (other than Irving Azoff, our Executive Chairman and Chairman of the Board), as well as the Compensation Committee’s review of what we had paid executives in such roles historically.

In August 2010,Throughout 2011, the Compensation Committee engaged Compensia as an independent outside compensation consultant to work with the committee broadly to, among other things, assess and advise the committee regarding our executive compensation program and our equity and long-term incentive plan strategies. While Compensia was engaged after the material compensation decisions for 2010 had already been made, going forward it is anticipated that Compensia may, upon request ofFrom time to time during 2011 as requested by the Compensation Committee, serveCompensia served as an objective, third-party advisor on the reasonableness of compensation levels in comparison with

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above, generally are set forth in a written employment agreement. See “Use of Employment Agreements” below, and for a further discussion of the employment agreements of our named executive officers, see “Named Executive Officer Employment Agreements” immediately following this Compensation Discussion and Analysis.beginning on page 52.

Use of Employment Agreements

As discussed above under “Executive Overview,” we believe that having employment agreements with our executive officers is critical to our success due to the importance of long-term artist, venue and clientsclient relationships in the live entertainment business, as well as the impact of an individual’s reputation and relationships on our ability to identify, obtain and retain business opportunities. We believe that, under normal circumstances in our industry, it is appropriate to enter into written compensatory agreements with key executives to provide greater stability and certainty that permits the executives to remain focused on their duties and responsibilities and better promote the interests of our stockholders.

We have entered into an employment agreement with each of our named executive officers. These agreements result from an often extensive negotiation process with the executive, in which the Compensation Committee often participates directly. The Compensation Committee ultimately approves all material terms of employment agreements with our executive officers. The employment agreements generally set forth information regarding base salary, cash performance awards, equity incentive awards, severance benefits and change-in-control vesting, as well as other employee benefits. For a further discussion of the employment agreements of our named executive officers, see “Named Executive Officer Employment Agreements” immediately following this Compensation Discussion and Analysis.beginning on page 52.

Compensation Program Components

Our executive compensation program consists of the following components:

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Base salaries for executive officers are typically established at the time the employment agreements are entered into or amended and are based on negotiations with the executives and on the Compensation Committee’s assessments of the salaries necessary and appropriate to recruit and/or retain the individual executives for their particular positions. These assessments include informal reviews of compensation paid to executives of comparable companies and competitors of ours. In establishing the base salaries of our executive officers, the members of the Compensation Committee also bring to bear their own judgment of appropriate compensation based on their individual professional experiences.

For further discussion of the base salaries of the named executive officers, see “Named Executive Officer Employment Agreements” immediately following this Compensation Discussion and Analysis.beginning on page 52.

Cash Performance Bonuses

Annual cash bonus eligibility is provided to each of the named executive officers to reward the achievement of corporate, departmental and/or individual accomplishments and to tie compensation to performance, each in keeping with our compensation philosophy. In February 2011,March 2012, the Compensation Committee reviewed the named executive officers’ performance during 20102011 and awarded cash performance bonuses to each of the named executive officers employed by the company as of such date based primarily on the achievement of pre-established targets, which targets are primarily based on our achievement of set Adjusted Operating Income levels (both corporate and, where applicable, divisional). In general, annual cash bonus eligibility for the named executive officers’ key reports was also based on Adjusted Operating Income on a pro forma basis in order to encourage a coordinated approach to managing the company consistent with our compensation philosophy.

We believe that Adjusted Operating Income is the primary metric on which the company’s performance is evaluated by financial analysts and the investment community generally. Internally, we review Adjusted Operating Income on a pro forma basis to evaluate the performance of our operating segments, and believe that this metric assists investors by allowing them to evaluate changes in the operating results of our

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forma basis for the year, and Ticketmaster had achieved a net client renewal rate of 102%. Mr. Rapino’s total cash performance bonus for 20102011 was $3,780,000,$4,800,000, representing the sum of his cash performance bonus and his cash exceptional performance bonus.

Irving Azoff.Under the terms of his employment agreement with Front Line, Mr. Azoff is entitled to a $2,000,000$2.0 million guaranteed annual cash bonus. In addition, Mr. Azoff’s employment agreement with the company provides that he is eligible to receive a company annual cash performance bonus based on performance targets established by the Compensation Committee. In March 2011, the Compensation Committee as follows: $1,000,000 if 90%set a target company annual performance bonus of $1.5 million for Mr. Azoff, based on the applicable target is met, $2,000,000 if 110%achievement of $420.0 million of company Adjusted Operating income for the applicable target is metyear, with the actual bonus to range between $1.0 million and an amount between $1,000,000 and $2,000,000 determined by straight line interpolation$2.0 million for performanceachievement of between 90% and 110% of the applicable target. In June 2010, the Compensation Committee set asuch performance target, forscaled based on a straight-line interpolation, in accordance with the terms of Mr. Azoff of $438.6 million of company Adjusted Operating Income for the year.Azoff’s employment agreement. In February 2011,March 2012, the Compensation Committee determined that, on a pro forma basis, the company had achieved 89%104% of its Adjusted Operating Income performance target, based on financial information supplied by management. Due to the narrow margin by which this fell short of the 90% threshold for Mr. Azoff’s performance bonus,management, and in order to more closely align Mr. Azoff’s incentive structure with that of other executives, whose bonus eligibility ranges generally extended down to 80% of their targets, the Compensation Committee awarded Mr. Azoff a company annual performance bonus of $1,000,000. His$1,700,000, representing straight-line interpolation based on the formula set forth above. Mr. Azoff’s total cash bonus amount for 2011, including the guaranteed Front Line bonus, was $3,000,000.$3,700,000.

Nathan Hubbard.Mr. Hubbard entered into an amendment to his employment agreement in October 2011, which amendment was made effective as of January 1, 2011. Mr. Hubbard received a $2,000,000 retention bonus upon his execution of the amendment. The company will recoup this retention bonus during the course of Mr. Hubbard’s employment through offsets against any future bonus payments otherwise to be paid to him. Under the terms of his employment agreement as it existed prior to the amendment, Mr. Hubbard iswas eligible to receive a performance bonus of up to 100% of his then-current base salary based on the achievement of performance targets to be set and determined annually by the company. Pursuant to the amendment, Mr. Hubbard is now eligible to receive a performance bonus of up to 125% of his then-current base salary based on the achievement of performance targets to be set and determined annually by the company. Mr. Hubbard’s cash bonus eligibility for 20102011 was based 50% on the achievement of North American Ticketing Adjusted Operating Income, on a pro forma basis, 25% on the achievement of company Adjusted Operating Income on a pro forma basis and 25% on the successful completion of a reorganizationachievement of North American Ticketing and fixed costs reduction.eCommerce Adjusted Operating Income. In June 2010March 2011, the Compensation Committee set a target bonus of $630,000 for Mr. Hubbard, based on the terms of his employment agreement as it existed prior to the amendment. Upon execution of the amendment, this target bonus was revised to $937,500 (representing 125% of his new annual base salary of $750,000 under the amendment), with (i) $315,000$468,750 of such amount based on the achievement of $151.0$193.0 million of North American Ticketing Adjusted Operating Income for the year, (ii) $157,500$234,375 of such amount based on the achievement of $438.6$420.0 million of company

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in such currency), with (i) $265,843 of such amount based on the achievement of $47.0 million of International Concerts Adjusted Operating Income for the year, (ii) $265,843 of such amount based on the achievement of $51.0 million of International Ticketing Adjusted Operating Income for the year and (iii) $177,228 of such amount based on the achievement of $420.0 million of company Adjusted Operating Income for the year. In March 2012, the Compensation Committee determined that, on a pro forma basis, (i) International Concerts had achieved 35% of its Adjusted Operating Income performance target, (ii) International Ticketing had achieved 126% of its Adjusted Operating Income performance target and (iii) the company had achieved 104% of its Adjusted Operating Income performance target, in each case based on financial information supplied by management. As a straight-line prorated amountresult, the Compensation Committee awarded Mr. Ridgeway an aggregate cash performance bonus of $356,265, representing none of his targeted cash bonus for the International Concerts target, 100% of his other two targetstargeted cash bonus for 2010.the International Ticketing target and 50% of his targeted cash bonus for the company target (which amount represents a 50% discretionary reduction by the Compensation Committee based on the results for International Concerts).

Michael Rowles.  Under the terms of his employment agreement, Mr. Rowles is eligible to receive an annual cash performance bonus with a target equal to 100% of his base salary based on the achievement of performance targets established by the Compensation Committee (with a range to be established for achievement above or below such targets)targets, although no such range was utilized for 2011). Mr. Rowles’ cash bonus eligibility for 20102011 was based 75% on the achievement of company Adjusted Operating Income and 25% on a pro forma basis.the achievement of the corporate legal department budget. In June 2010,March 2011, the Compensation Committee set a target bonus of $577,500 for Mr. Rowles, with 100%(i) $433,125 of this targetsuch amount based on the achievement of $438.6$420.0 million of company Adjusted Operating Income for the year (also establishing a rangeand (ii) $144,375 of bonuses between $462,000 and $693,000 forsuch amount based on the achievement of between 80% and 120% of such performance target).a corporate legal department budget at or below $4.0 million in expense for the year. In February 2011,March 2012, the Compensation Committee determined that (i) the company had achieved 104% of its Adjusted Operating Income performance target on a pro forma basis and (ii) the company had achieved 89% of its performance target,corporate legal department budget for the year as adjusted for legal settlements was below $4.0 million in expense, based in each case on financial information supplied by management. As a result, the Compensation Committee awarded Mr. Rowles aan aggregate cash performance bonus of $513,975,$577,500 for 2011, representing a straight-line prorated amount100% of his targeted cash bonus for both of his targets.

In 2011 Mr. Rowles had voluntarily waived a contractual salary increase of $28,875. In March 2012, in recognition of the company’s strong performance in 2011 and Mr. Rowles’ significant contributions to such performance, the Compensation Committee adjusted Mr. Rowles’ 2011 bonus eligibility to account for this previously waived salary, and Mr. Rowles was paid his bonus at the 100% target level as adjusted to include this additional salary. That $28,875 was in addition to his performance bonus set forth above and constitutes a discretionary bonus to Mr. Rowles for 2010.2011.

Kathy Willard.  Under the terms of her employment agreement, Ms. Willard is eligible to receive an annual cash performance bonus with a target equal to 100% of her base salary based on the achievement of performance targets established by the Compensation Committee (with a range to be established for achievement above or below such target)target, although no such range was utilized for 2011). Ms. Willard’s cash bonus eligibility for 20102011 was based 75% on the achievement of company Adjusted Operating Income and 25% on a pro forma basis.the achievement of company Free Cash Flow. In June 2010,March 2011, the Compensation Committee set a target bonus of $630,000 for Ms. Willard, with 100%(i) $472,500 of this targetsuch amount based on the achievement of $438.6$420.0 million of company Adjusted Operating Income for the year (also establishing a rangeand (ii) $157,500 of bonuses between $504,000 and $756,000 forsuch amount based on the achievement of between 80% and 120%company Free Cash Flow of such performance target).$201.0 million for the year. In February 2011,March 2012, the Compensation Committee determined that, on a pro forma basis, (i) the company had achieved 89%104% of its Adjusted Operating Income performance target and (ii) the company had achieved 101% of its Free Cash Flow performance target, in each case based on financial information supplied by management. As a result, the Compensation Committee awarded Ms. Willard aan aggregate cash performance bonus of $560,700,$630,000 for 2011, representing a straight-line prorated amount100% of her targeted cash performance bonus for 2010.both of her targets.

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Merger Bonuses.In January 2010, Messrs. Rapino and Azoff were paid merger bonuses2011 Ms. Willard had voluntarily waived a contractual salary increase of $3,000,000 and $2,000,000, respectively, upon completion$31,500. In March 2012, in recognition of the Ticketmaster merger, which bonuses were duecompany’s strong performance in 2011 and Ms. Willard’s significant contributions to them pursuant to the terms of their respective employment agreements. Also in January 2010,such performance, the Compensation Committee awarded bonusesadjusted Ms. Willard’s 2011 bonus eligibility to each of Ms. Willardaccount for this previously waived salary, and Mr. Rowles in recognition of their extraordinary efforts and contributions in connection with the Ticketmaster merger. These bonuses were conditioned upon, and paid shortly following, the completion of the Ticketmaster merger, which occurred on January 25, 2010. Ms. Willard was awardedpaid her bonus at the 100% target level as adjusted to include this additional salary. That $31,500 was in addition to her performance bonus set forth above and constitutes a mergerdiscretionary bonus of $1,000,000 and Mr. Rowles was awarded a merger bonus of $500,000.to Ms. Willard for 2011.

For further discussion of the named executive officers’ cash performance bonuses, see “— 20102011 Summary Compensation Table” and “— Grants of Plan-Based Awards Table.”

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In February 2011,March 2012, the Compensation Committee determined that the four key milestones had all been achieved by December 31, 2011, based on information provided both by management thatand by an independent consulting firm engaged by the Ticketmaster merger synergies target had been attained and, as perAudit Committee in connection with its oversight over the vesting terms established at the time of grant,re-platforming project. As a result, 25,000 of thethese shares vested on March 31, 20112012 and the remaining 25,000 of the shares will vest on March 31, 2012.2013, subject to Mr. Rapino’s continued employment with the company.

On June 23, 2010,July 15, 2011, as part of a broader set of grants made to certain of our executive officers and other key employees, Mr. Rapino also was granted 400,000452,600 stock options with an exercise price of $11.01$11.44 per share, representing the closing price on the date of grant, and 41,965124,700 shares of restricted common stock. The stock options and the shares of restricted common stock vest in equal annual installments over four years from the date of grant, subject to Mr. Rapino’s continued employment with the company.company and, in the case of the restricted stock, subject to the satisfaction of performance criteria whereby no shares will vest until such time as the closing trading price of the company’s common stock has exceeded $14.00 per share for 20 consecutive trading days, with all shares to be forfeited if such performance criteria is not met by the fourth anniversary of the date of grant.

Irving Azoff.  On June 23, 2010,July 15, 2011, as part of the company’sa broader set of grants made to certain of our executive officers and other key employees, Mr. Azoff was granted 400,000452,600 stock options with an exercise price of $11.01$11.44 per share, representing the closing price on the date of grant, and 41,965124,700 shares of restricted common stock. The stock options and the shares of restricted common stock vest in equal annual installments over four years from the date of grant, subject to Mr. Azoff’s continued employment with the company.

Jason Garner.  On January 26, 2010, Mr. Garner was granted 200,000company and, in the case of the restricted stock, subject to the satisfaction of performance criteria whereby no shares will vest until such time as the closing trading price of restrictedthe company’s common stock whichhas exceeded $14.00 per share for 20 consecutive trading days, with all shares were to have vested in equal annual installments over four years frombe forfeited if such performance criteria is not met by the fourth anniversary of the date of grant. This grant was intended to be made in 2009, but was subject to receipt of stockholder approval to increase the number of shares available under the company’s stock incentive plan, which approval was obtained in January 2010.

Nathan Hubbard.  On June 23, 2010,July 15, 2011, as part of the company’sa broader set of grants made to certain of our executive officers and other key employees, Mr. Garner alsoHubbard was granted 211,480122,200 stock options with an exercise price of $11.01$11.44 per share, representing the closing price on the date of grant, and 22,18533,700 shares of restricted common stock. TheseThe stock options and the shares of restricted common stock were to have vested in equal annual installments over four years from the date of grant, subject to Mr. Garner’s continued employment with the company. The vesting of all of Mr. Garner’s outstanding equity awards was accelerated in connection with his departure from the company in October 2010. See “Named Executive Officer Employment Agreements” immediately following this Compensation Discussion and Analysis.

Nathan Hubbard.  On January 26, 2010, Mr. Hubbard was granted 300,000 shares of restricted common stock, which shares vest in equal annual installments over four years from the date of grant. This grant was intended to be made in 2009, but was subject to receipt of stockholder approval to increase the number of shares available under the company’s stock incentive plan, which approval was obtained in January 2010. On June 23, 2010, as part of the company’s broader set of grants to officers and employees, Mr. Hubbard also was granted 148,040 stock options with an exercise price of $11.01 per share, representing the closing price on the date of grant, and 15,530 shares of restricted common stock. These stock options and the shares of restricted common stock vest in equal annual installments over four years from the date of grant, subject to Mr. Hubbard’s continued employment with the company.

Michael Rowles.On JanuarySeptember 26, 2010,2011, in connection with the anticipated amendment of Mr. RowlesHubbard’s employment agreement, Mr. Hubbard was granted 300,00040,000 shares of restricted common stock, which were to vest as follows: (i) if four key milestones established by the Compensation Committee with respect to Ticketmaster’s technology re-platforming were all achieved in their entirety by December 31, 2011, then the restrictions on all of such shares were to have lapsed on March 31, 2012, and (ii) if any of the four milestones had not been achieved in their entirety by December 31, 2011, then all such restricted shares were to have been forfeited. In March 2012, the Compensation Committee determined that the four key milestones had all been achieved by December 31, 2011, based on information provided both by management and by an independent consulting firm engaged by the Audit Committee in connection with its oversight over the re-platforming project. As a result, all 40,000 of these shares vested on March 31, 2012.

Alan Ridgeway.  On July 15, 2011, as part of a broader set of grants made to certain of our executive officers and other key employees, Mr. Ridgeway was granted 119,300 stock options with an exercise price of $11.44 per share, representing the closing price on the date of grant, and 32,900 shares of restricted common stock. The stock options and shares of restricted stock vest in equal annual installments over four years from the date of grant. This grant, was intended to be made in 2009, but was subject to receipt of stockholder approval to increaseMr. Ridgeway’s continued employment with the number of shares available under the company’s stock incentive plan, which approval was obtained in January 2010.company.

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Michael Rowles.  On June 23, 2010,July 15, 2011, as part of the company’sa broader set of grants made to certain of our executive officers and other key employees, Mr. Rowles also was granted 135,68037,300 stock options with an exercise price of $11.01$11.44 per share, representing the closing price on the date of grant, and 14,23510,300 shares of restricted common stock. TheseThe stock options and the shares of restricted common stock vest in equal annual installments over four years from the date of grant, subject to Mr. Rowles’ continued employment with the company.

Kathy Willard.  On January 26, 2010,July 15, 2011, as part of a broader set of grants made to certain of our executive officers and other key employees, Ms. Willard was granted 300,000 shares of restricted common stock, which shares vest in equal annual installments over four years from the date of grant. This grant was intended to be made in 2009, but was subject to receipt of stockholder approval to increase the number of shares available under the company’s stock incentive plan, which approval was obtained in January 2010. On June 23, 2010, as part of the company’s broader set of grants to officers and employees, Ms. Willard also was granted 148,04081,500 stock options with an exercise price of $11.01$11.44 per share, representing the closing price on the date of grant, and 15,53022,400 shares of restricted common stock. TheseThe stock options and the shares of restricted

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For further discussion of the above perquisites, see “— 20102011 Summary Compensation Table.”

Nonqualified Deferred Compensation Plan

We previously maintained a nonqualified deferred compensation plan under which our directors, named executive officers and other employees earning above a certain threshold salary were able to defer a portion of their annual compensation. This plan was terminated effectivein December 2, 2010. See “— 20102011 Nonqualified Deferred Compensation” below.

401(k) Savings Plan

We maintain a 401(k) Savings Plan for all U.S.-based employees, including named executive officers, as a source of retirement income. Generally, our full-time employees that are at least 21 years of age are eligible to participate in the plan immediately upon hire, and our part-time, seasonal and temporary employees that are at least 21 years of age are eligible to participate in the plan upon completing one year of service and a minimum of 1,000 hours of service. Fidelity Investments isFollowing an employee’s first year of service, we currently match 50% of the independentemployee’s first 5% of pay contributed to the plan, trustee. As of December 31, 2010, participants had the ability to directwhich contributions into specified mutual funds within the Fidelity family

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The Compensation Committee also endeavors to structure executive officers’ compensation in a manner that is either compliant with, or exempt from the application of, Internal Revenue Code Section 409A, which provisions may impose significant additional taxes on non-conforming, nonqualified deferred compensation (including certain equity awards, severance, incentive compensation, traditional deferred compensation and other payments). Again, the tax impact of any compensation arrangement is one factor to be considered in determining appropriate compensation, and such impact is evaluated in light of the Compensation Committee’s overall compensation philosophy and objectives.

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20102011 Summary Compensation Table

The following table sets forth summary information concerning the compensation for each of our named executive officers for all services rendered in all capacities to us during the fiscal years ended December 31, 2011, 2010 2009 and 2008.2009.

Name and Principal Position		Year				Salary ($)(1)				Bonus ($)				Stock Awards ($)(2)				Option Awards ($)(2)				Non-Equity Incentive Plan Compensation ($)(3)				All Other Compensation ($)(4)				Total ($)
Michael Rapino, President, Chief Executive Officer and Director(5)			2010				1,973,585				3,000,000				5,366,935				1,653,217				3,780,000				87,415				15,861,152	(6)
			2009				1,501,140				—				412,500				2,086,221				2,625,000				51,362				6,676,223
			2008				1,001,140				—				1,849,500				—				1,950,000				42,885				4,843,525
Irving Azoff, Executive Chairman and Chairman of the Board(7)			2010				1,863,014				5,000,000				462,035				1,653,217				—				13,821,223				22,799,489	(8)
Jason Garner, Chief Executive Officer –  Global Music(9)			2010				742,522				—				2,674,257				874,056				—				2,700,000				6,990,835	(10)
			2009				826,026				1,250,000				—				307,048				275,000				—				2,658,074
			2008				720,561				650,000				—				—				200,000				—				1,570,561
Nathan Hubbard, Chief Executive Officer – Ticketing(11)			2010				625,957				—				3,815,985				611,856				637,875				—				5,691,673	(10)
Michael Rowles, General Counsel and Secretary(12)			2010				578,474				500,000				3,801,727				560,772				513,975				—				5,954,948	(10)
			2009				517,475				—				—				—				550,000				—				1,067,475
			2008				500,706				—				(344,500	)			—				425,000				—				581,206
Kathy Willard, Chief Financial Officer(13)			2010				631,067				1,000,000				3,815,985				611,856				560,700				—				6,619,608	(10)
			2009				533,330				—				—				—				600,000				—				1,133,330
			2008				475,793				—				—				—				575,000				65,666				1,116,459

Name and Principal Position		Year				Salary ($)(1)				Bonus ($)				Stock Awards ($)(2)				Option Awards ($)(2)				Non-Equity Incentive Plan Compensation ($)(3)				All Other Compensation ($)(4)				Total ($)
Michael Rapino, President, Chief Executive Officer and Director			2011				2,001,852				—				2,673,427				2,431,848				4,800,000				37,219				11,944,346
			2010				1,973,585				3,000,000				5,366,935				1,653,217				3,780,000				87,415				15,861,152	(5)
			2009				1,501,140				—				412,500				2,086,221				2,625,000				51,362				6,676,223
Irving Azoff, Executive Chairman and Chairman of the Board(6)			2011				2,000,000				2,000,000				1,173,427				2,431,848				1,700,000				25,269,889				34,575,164	(7)
			2010				1,863,014				5,000,000				462,035				1,653,217				—				13,821,223				22,799,489	(8)
Nathan Hubbard, Chief Executive Officer –  Ticketmaster(9)			2011				751,112				2,000,000				722,728				656,588				—				—				4,130,428
			2010				625,957				—				3,815,985				611,856				637,875				—				5,691,673	(10)
Alan Ridgeway, President –  International and Emerging Markets(11)			2011				730,025				—				376,376				641,006				356,265				73,302				2,176,974
			2010				608,887				138,158				2,593,774				586,066				53,316				64,306				4,044,507	(10)
			2009				579,165				—				—				—				—				57,187				636,352
Michael Rowles, General Counsel and Secretary(12)			2011				579,353				28,875				117,832				200,415				577,500				—				1,503,975
			2010				578,474				500,000				3,801,727				560,772				513,975				—				5,954,948	(10)
			2009				517,475				—				—				—				550,000				—				1,067,475
Kathy Willard, Chief Financial Officer(12)			2011				631,853				31,500				256,256				437,905				630,000				—				1,987,514
			2010				631,067				1,000,000				3,815,985				611,856				560,700				—				6,619,608	(10)
			2009				533,330				—				—				—				600,000				—				1,133,330