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| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 10, 2015
TO THE STOCKHOLDERS OF LIVE NATION ENTERTAINMENT, INC.:
1. | to elect the |
2. |
to ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the |
to transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof. |
By Order of the Board of Directors, | ||
Michael Rapino | ||
President, Chief Executive Officer and Director |
2022
YOUR VOTE IS IMPORTANT! IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 16, 2022: Our Proxy Statement is attached. The Notice of Annual Meeting of Stockholders and Proxy Statement, 2021 Annual Report and Form 10-K may be accessed over the internet free of charge at www.proxydocs.com/LYV. We are using Securities and Exchange Commission rules that allow us to make our proxy statement and related materials available on the internet. Accordingly, we are sending a “Notice of Internet Availability of Proxy Materials,” or Notice of Availability, to our stockholders of record instead of a paper proxy statement and annual report containing financial statements, unless paper copies have previously been requested. The rules provide us the opportunity to save money on the printing and mailing of our proxy materials and to reduce the impact of our annual meeting on the environment. We hope that you will view our annual meeting materials over the internet if possible and convenient for you. Instructions on how to access the proxy materials over the internet or to request a paper or email copy of our proxy materials can also be found in the notice you received. Whether or not you expect to attend the annual meeting, please make sure you vote so that your shares will be represented at the meeting. Our stockholders can vote over the internet or by telephone as specified in the accompanying voting instructions or by completing and returning a proxy card. This will ensure the presence of a quorum at the annual meeting and save the expense and extra work of additional solicitation. Sending your proxy card will not prevent you from attending the meeting, revoking your proxy and voting your stock in person. | ||
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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 16, 2022 |
9348 Civic Center Drive
Beverly Hills, California 90210
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
June 10, 2015
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING |
2022 Proxy Statement| 1 4. Q: Vote Requirement—How many votes are required to approve each item? A: Election of directors (Proposal 1)—Our bylaws require that a director nominee will be elected only if he or she receives a majority of the votes cast with respect to his or her election in an uncontested election (that is, the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). For purposes of electing directors, not voting or withholding your vote by voting “abstain” (or a direction to your broker, bank or other nominee to withhold your vote, called a “broker non-vote”) is not counted as a vote cast, and therefore will have no effect on the outcome of the election of directors. All eleven director nominees are currently serving on the board of directors. If a nominee who is currently serving as a director is not re-elected, Delaware law provides that the director would continue to serve on the board of directors as a “holdover director.” Under our board of directors’ policy regarding majority voting, the board expects each incumbent director who is nominated for re-election to the board to tender his or her resignation from the board if he or she fails to receive the required number of votes for re-election in accordance with our bylaws. The resignation shall become effective only if and when the board of directors or a duly authorized committee of the board determines to accept such resignation. The board of directors or the duly authorized committee of the board, as the case may be, may consider any factors it deems relevant in deciding whether to accept a director’s resignation. Each of the director nominees has affirmatively agreed to tender a resignation under the circumstances described above. |
All other proposals (Proposals (Proposal 2 3, 4 and 5 and any other items properly brought before the annual meeting)—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 these matters is required to approve each of the other proposals set forth in this proxy statement, and any other item properly brought before the annual meeting.meeting (except as explained below for amendments to our bylaws). For purposepurposes of these votes, abstentions (oror not voting on a direction to your broker, bank or other nominee to abstain)matter will be counted as present in person or represented by proxy and entitled to vote on the respective matter, and therefore will have the effect of a negative vote.
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Broker non-votes will have no effect on the outcome of these proposals, as they are not “entitled to vote.” Amendments to our bylaws require the affirmative vote of the holders of at least a majority of the total voting power of our common stock, or at least 80% of the total voting power for certain amendments. For the purpose of a vote on an amendment to our bylaws, not voting, abstentions and broker non-votes will all have the effect of a negative vote.
8. Q: Record Holders and Beneficial Owners—What is the difference between holding shares as a “record holder” versus a “beneficial owner”? A: Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially: |
Record holders—If your shares are registered directly in your name with our transfer agent, Computershare Shareowner Services LLC, you are, with respect to those shares, the stockholder of record or “record holder.” As the record holder, you have the right to grant your voting proxy directly to us or to vote in person at the annual meeting. We have enclosed or sent a proxy card for you to use. To attend and vote your shares at the annual meeting live via webcast, you must register to attend the annual meeting at www.proxydocs.com/LYV by the Registration Deadline. You will be asked to provide your Control Number in order to register. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the annual meeting, will be emailed to you. You may also vote by mail, over the Internetinternet or by telephone, as described below under the heading “Voting—How can I vote?”
12. Q: Voting Results—Where can I find the voting results of the annual meeting? A: We will publish the final voting results of the annual meeting in a Current Report on Form 8-K filed with the SEC within four business days after the annual meeting. 13. Q: Multiple Sets of Proxy Materials—What should I do if I receive more than one set of voting materials? A: You may receive more than one set of voting materials, including multiple copies of the Notice of Availability, this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, |
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To commence or discontinue householding, please notify your broker, bank or other nominee. Alternatively, you may direct such requestsreceive a separate voting instruction card for each brokerage account. If you are a record holder and your shares are registered in writing to Live Nation Entertainment, Inc., 9348 Civic Center Drive, Beverly Hills, California 90210, Attention: General Counsel,more than one name, you will receive more than one Notice of Availability or proxy card. If you receive multiple sets of voting materials, please vote each Notice of Availability, proxy card and voting instruction card that you receive.
A: Other than the two proposals described in this proxy statement, we are not aware of any other business to be |
For a stockholder proposal to be considered for inclusion in our proxy materials for our 2016 Annual Meeting of Stockholders, the proposal must (i) be delivered to us on or before December 29, 2015 and (ii) comply with all applicable SEC rules and regulations, including Rule 14a-8 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Any proposals not received by this deadline will be untimely and not included in our 2016 proxy materials. Alternatively, under our bylaws, a stockholder may bring a proposal before our 2016 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 11, 2016 and no later than March 12, 2016 and (ii) the proposal concerns a matter that may be properly considered and acted upon at the annual meeting. If you grant a proxy, the persons named as proxy holders, Michael Rapino, our President, Chief Executive Officer and Director, and Joe Berchtold, our President and Chief Financial Officer, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting.
Proposals should be addressed to:
General Counsel at:
Live Nation Entertainment, Inc.
9348 Civic Center Drive
Beverly Hills, California 90210
Attention: General Counsel
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 10, 2015:
Our Notice
CORPORATE GOVERNANCE |
What We Do: üChairman of the Board |
management ü |
ü |
ü |
elections ü |
re-election ü |
2) ü | üRegular board self-assessments at both individual and group levels üCommittee members (other than Executive Committee) all independent What We Don’t Do: ûNo repricing of underwater stock options without stockholder |
ûNo hedging of company |
ûNo pledging of company |
ûNo former employees |
or quota system, five of the last seven persons appointed or nominated for election to the board for the first time have been female and/or ethnically diverse, thus underscoring the company’s commitment to inclusiveness and its desire to have all points of view represented in the boardroom. Currently, we have three female directors on our board, one of whom self-identifies as Asian and one of whom self-identifies as Black/African American, and one male director who self-identifies as Black/African American. We intend to build on this representation in the coming years: as part of diversity commitments announced in July 2020, we set a goal of having at least 30% of our directors be diverse by 2025, which was attained in 2021, four years ahead of the target.
The board of directors believes that separate individuals should hold the positions of Chairman of the Board and Chief Executive Officer, and our
directors, including, without limitation, privacy; information security; physical security; health and safety; environmental, social and governance (ESG); and compliance with laws and regulations such as the United States Foreign Corrupt Practices Act.
2021.
director. In the event a vacancy is created by the death, disability, retirement, resignation or removal (for any reason) of any Liberty director, Liberty has the right to designate a replacement or additional Liberty director. The Liberty Stockholder Agreement also addresses Liberty’s rights to representation on certain of the standing committees of the board of directors.directors (Liberty has revocably waived these rights). Liberty’s current designees to our board are Messrs. CarletonHollingsworth and Maffei.
2021.
Transactions with Microsoft
A current member
ContentsPROPOSAL NO. 1—ELECTION OF DIRECTORS
PROPOSAL NO. 1—ELECTION OF DIRECTORS |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR
EACH NAMED DIRECTOR NOMINEE.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH NAMED DIRECTOR NOMINEE. |
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statement, and the qualifications that led the board to conclude that each should serve as a director.
The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Carleton should serve as a director:include his professional background and experience, his current and previously held senior-executive levelsenior executive-level positions, his service on other publicleadership skills developed while developing and private company boardsgrowing LRMR Ventures and its operating companies, and his specialized expertiseextensive knowledge and understanding of, and reputation in, public company accounting. Mr. Carleton was nominated as a director by Liberty Media pursuant to the terms of the Liberty Stockholder Agreement.
entertainment and media industries.
Ventures, LLC, or Wood River, a private investment company. 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 primarily included the operations engaged in motion picture production and distribution, television production and distribution, regional theme parks, theatrical exhibition and publishing. 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.
Ari Emanuel has served as a member of our board of directors since 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 Chief Executive Officer and a member of the board of directors 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.
Ted Enloe has served as a member of our board of directors since 2006. Mr. Enloe has been Managing General Partner of Balquita Partners, Ltd., a family securities and real estate investment partnership, since 1996, and heJune 2018. Ms. Fu currently serves as a director of Leggett & PlattThe Long Now Foundation, Gem and Bolt LLC, and Burning Man Project. Previously, she served as Chief Entrepreneur Officer of 3D Systems Corporation from 2013 to 2016. From 1997 until its acquisition by 3D Systems in 2013, Ms. Fu was Chief Executive Officer of Geomagic, Inc. and Silicon Laboratories Inc. Mr. Enloe’s former positions include Vice ChairmanBefore co-founding Geomagic, Ms. Fu was program manager of visualization at the National Center for Supercomputing Applications, where she was part of the team that initiated and managed the NCSA Mosaic software project that led to Netscape and Internet Explorer. She has more than 20 years of software industry experience in database, networking, 3D printing, geometry processing and computer graphics.
The following experience,Ms. Fu’s qualifications attributes and/or skills led the board of directors to conclude that Mr. Enloe should serve as a director: hisdirector include her professional background and experience, previously held senior-executive level positions, his serviceparticularly her perspectives on otherfemale leadership and cultural sensitivity in the public and private company boards, hissectors, previously held senior executive-level positions and global business experiences, her extensive experiencetrack record as a futurist in technology trends, social change and policy-making, and her long history of working with technology companies and his financial expertise.
nurturing innovators and creative talents.
The following experience, qualifications, attributes and/or skills led the board, a provider of directorsentertainment technology
previously held senior-executive levelsenior executive-level positions, his service on other public company boards, his extensive experience with companies in the media sector, and his financial expertise.
The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Iovine should servecurrently serves as a director:director of NTWRK and Rosewood Creative Marketing Agency, both of which are privately-held companies.
Peggy Johnson was elected to our board of directors in June 2013. She currently serves as Executive Vice President of Business Development at Microsoft Corporation, a position she has held since September of 2014. As a member of Microsoft’s senior leadership team, Ms. Johnson is responsible for driving strategic business deals and partnerships across various industries with key customers, strategic innovation partners, OEMs, key accounts, third-party publishers and industry influencers. Previously, she worked at Qualcomm Technologies, Inc. for 24 years, most recently as Executive Vice President and President of Global Market Development, where she was responsible for commercializing new business and developing strategic relationships. She also led Qualcomm Labs, Inc., an incubator organization that focused on launching new products and businesses.
The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Ms. Johnson should serve as a director: her professional background and experience, previously held senior-executive level positions and her extensive expertise and experience in technology, business development and sales.
The following experience, qualifications, attributes and/or skills led the board of directors to conclude that
(since January 2013) and TripAdvisor, Inc. (since February 2013), and as a director of Charter Communications, Inc. (since May 2013), Liberty Broadband (since June 2014), Liberty TripAdvisor (since July 2013) and Zillow Group, Inc. (including its predecessor, since May 2005). Mr. Maffei served as a director of DIRECTV and its predecessors from February 2008 to June 2010, as a director of Electronic Arts, Inc. from June 2003 to July 2013 and as a director of Barnes & Noble, Inc. from September 2011 to April 2014. Prior to joining Liberty Interactive,thereto, Mr. Maffei served as President and Chief Financial Officer of Oracle Corporation, Chairman, President and Chief Executive Officer of 360networks Corporation, and Chief Financial Officer of Microsoft Corporation.
The following experience, qualifications, attributes and/or skills led the board of directors to conclude that
The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Additionally, Mr. Mays should servecurrently serves as a director:director of private companies BuildGroup, an Austin, Texas-based fund that invests in Technology companies; LP Spinal Stabilization Technologies, a Boulder, Colorado-based company that develops Medical Devices; and as chairman of Digital Defense, a San Antonio, Texas-based cybersecurity company.
The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Rapino should servehas served as a director:director of Sirius XM Holdings Inc. since 2018.
The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Shapiro should serve as a director: hisinclude her professional background and experience, previously held senior-executive level positions, hisher service on other public and private company boards, her leadership skills developed while leading large organizations, and hisher extensive experience with companiesknowledge and understanding of, and reputation in, the entertainment sector.
industry.
Name | Audit Committee |
Nominating and Governance Committee | Compensation Committee |
Executive Committee | |||||||||||||||||||||||||
Maverick Carter |
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Ping Fu | ü | ||||||||||||||||||||||||||||
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Chad Hollingsworth | ü (Chair) | ||||||||||||||||||||||||||||
Jimmy Iovine | ü | ||||||||||||||||||||||||||||
Jim Kahan | ü | ||||||||||||||||||||||||||||
Greg Maffei | ü (Chair) | ||||||||||||||||||||||||||||
Randall Mays | ü (Chair) | ü | |||||||||||||||||||||||||||
Michael Rapino | ü | ||||||||||||||||||||||||||||
Dana Walden | ü | ||||||||||||||||||||||||||||
Latriece Watkins | |||||||||||||||||||||||||||||
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During 2014, the
times and acted by unanimous written consent once.
The board of directors has determined that all threeboth members of the Nominating and Governance Committee are independent, as defined by the NYSE corporate governance standards and our independence standards. The Nominating and Governance Committee met twice
2021.
Iovine and Ms. Walden. The board of directors has determined that all three members of the Compensation Committee are independent, as defined by the heightened NYSENYSE’s corporate governance standards under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, referred to as the Dodd-Frank Act, and our independence standards. During 2014,2021, the Compensation Committee met twicethree times and acted by unanimous written consent four times.
twice.
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Total ($) | |||||||||
Mark Carleton | 114,000 | 155,478 | 269,478 | |||||||||
Jonathan Dolgen | 111,000 | 155,478 | 266,478 | |||||||||
Ari Emanuel | 99,000 | 155,478 | 254,478 | |||||||||
Ted Enloe | 120,000 | 155,478 | 275,478 | |||||||||
Jeff Hinson | 129,000 | 155,478 | 284,478 | |||||||||
Jimmy Iovine(1) | 22,500 | 79,533 | 102,033 | |||||||||
Peggy Johnson | 105,750 | 155,478 | 261,228 | |||||||||
Jim Kahan | 111,000 | 155,478 | 266,478 | |||||||||
Greg Maffei | 90,000 | 155,478 | 245,478 | |||||||||
Randall Mays | 108,000 | 155,478 | 263,478 | |||||||||
Michael Rapino | — | — | — | |||||||||
Mark Shapiro | 105,000 | 155,478 | 260,478 |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | |||||||||||||||||
Maverick Carter | 99,000 | 148,004 | 247,004 | |||||||||||||||||
Ping Fu | 111,000 | 148,004 | 259,004 | |||||||||||||||||
Jeff Hinson | 129,000 | 148,004 | 277,004 | |||||||||||||||||
Chad Hollingsworth | 108,750 | 148,004 | 256,754 | |||||||||||||||||
Jimmy Iovine | 105,000 | 148,004 | 253,004 | |||||||||||||||||
Jim Kahan | 111,000 | 148,004 | 259,004 | |||||||||||||||||
Greg Maffei (2) | 90,000 | 290,091 | 380,091 | |||||||||||||||||
Randall Mays | 108,000 | 148,004 | 256,004 | |||||||||||||||||
Michael Rapino | — | — | — | |||||||||||||||||
Dana Walden | 105,000 | 148,004 | 253,004 | |||||||||||||||||
Latriece Watkins (3) | 22,500 | 117,662 | 140,162 | |||||||||||||||||
Ari Emanuel (4) | 24,750 | — | 24,750 | |||||||||||||||||
Mark Shapiro (4) | 60,000 | — | 60,000 |
(1) |
The amounts set forth in this column reflect shares of restricted stock granted under our stock incentive plans. The amounts listed are equal to the aggregate grant date fair value computed in accordance with ASC topic 718,Compensation — Stock Compensation, |
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Mr. Maffei | ||||||||
(3) | Ms. Watkins was elected to the board of | |||||||
(4) | Messrs. Emanuel and Shapiro resigned from the |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Amount and Nature of Beneficial Ownership | ||||||||||||||||||||||
Name of Beneficial Owner | Common Stock | Exercisable Options | Restricted Stock Unvested | Other | Total | Percent | ||||||||||||||||
Mark Carleton | 24,111 | — | 6,446 | — | 30,557 | * | ||||||||||||||||
Jonathan Dolgen(1) | 78,553 | — | 6,446 | — | 84,999 | * | ||||||||||||||||
Ari Emanuel | 53,202 | 10,000 | 6,446 | — | 69,648 | * | ||||||||||||||||
Ted Enloe | 19,061 | 20,000 | 6,446 | — | 45,507 | * | ||||||||||||||||
Jeff Hinson(2) | 44,884 | 20,000 | 6,446 | — | 71,330 | * | ||||||||||||||||
Jimmy Iovine | — | — | 2,999 | — | 2,999 | * | ||||||||||||||||
Peggy Johnson | 8,343 | — | 6,446 | — | 14,789 | * | ||||||||||||||||
Jim Kahan | 79,459 | 10,000 | 6,446 | — | 95,905 | * | ||||||||||||||||
Greg Maffei | 40,123 | — | 6,446 | — | 46,569 | * | ||||||||||||||||
Randall Mays(3) | 114,885 | 100,000 | 6,446 | 135,551 | 356,882 | * | ||||||||||||||||
Michael Rapino | 620,871 | 5,099,450 | 231,175 | — | 5,951,496 | 2.88% | ||||||||||||||||
Mark Shapiro | 41,425 | — | 6,446 | — | 47,871 | * | ||||||||||||||||
Joe Berchtold | 38,727 | 413,275 | 126,675 | — | 578,677 | * | ||||||||||||||||
Michael Rowles | 204,359 | 285,328 | 30,965 | — | 520,652 | * | ||||||||||||||||
Kathy Willard | 233,292 | 446,455 | 28,600 | — | 708,347 | * | ||||||||||||||||
Brian Capo | 841 | 15,000 | 3,250 | — | 19,091 | * | ||||||||||||||||
All directors and executive officers as a group (16 persons)(4) | 1,602,136 | 6,419,508 | 488,124 | 135,551 | 8,645,319 | 4.16% | ||||||||||||||||
Liberty Media Corporation (5) | — | — | — | 53,745,033 | 53,745,033 | 26.66% | ||||||||||||||||
Blackrock, Inc.(6) | — | — | — | 10,618,294 | 10,618,294 | 5.27% |
Amount and Nature of Beneficial Ownership | ||||||||||||||||||||||||||||||||||||||
Restricted Stock Unvested | ||||||||||||||||||||||||||||||||||||||
Name of Beneficial Owner | Common Stock | Exercisable Options | Other | Total | Percent | |||||||||||||||||||||||||||||||||
Maverick Carter | 10,113 | — | 1,701 | — | 11,814 | * | ||||||||||||||||||||||||||||||||
Ping Fu | 12,429 | — | 1,701 | — | 14,130 | * | ||||||||||||||||||||||||||||||||
Jeff Hinson (1) | 57,690 | — | 1,701 | 200 | 59,591 | * | ||||||||||||||||||||||||||||||||
Chad Hollingsworth | 4,481 | — | 1,701 | — | 6,182 | * | ||||||||||||||||||||||||||||||||
Jimmy Iovine | 29,451 | — | 1,701 | — | 31,152 | * | ||||||||||||||||||||||||||||||||
Jim Kahan (2) | 4,602 | — | 1,701 | 92,521 | 98,824 | * | ||||||||||||||||||||||||||||||||
Greg Maffei | 96,390 | — | 3,334 | — | 99,724 | * | ||||||||||||||||||||||||||||||||
Randall Mays (3) | 101,322 | — | 1,701 | 38,198 | 141,221 | * | ||||||||||||||||||||||||||||||||
Dana Walden | 10,198 | — | 1,701 | — | 11,899 | * | ||||||||||||||||||||||||||||||||
Latriece Watkins | — | — | 1,201 | — | 1,201 | * | ||||||||||||||||||||||||||||||||
Michael Rapino | 1,619,818 | 3,327,602 | 1,518,702 | — | 6,466,122 | 2.80% | ||||||||||||||||||||||||||||||||
Joe Berchtold | 57,922 | 630,121 | 803,519 | — | 1,491,562 | * | ||||||||||||||||||||||||||||||||
Brian Capo | 6,757 | 5,000 | 2,375 | 193 | 14,325 | * | ||||||||||||||||||||||||||||||||
John Hopmans | 8,916 | 343,760 | 38,141 | — | 390,817 | * | ||||||||||||||||||||||||||||||||
Michael Rowles | 146,593 | 313,365 | 18,439 | — | 478,397 | * | ||||||||||||||||||||||||||||||||
All directors, director nominees and executive officers as a group (15 persons) (4) | 2,166,682 | 4,619,848 | 2,399,319 | 131,112 | 9,316,961 | 4.01% | ||||||||||||||||||||||||||||||||
Liberty Media Corporation (5) | — | — | — | 69,645,033 | 69,645,033 | 30.62% | ||||||||||||||||||||||||||||||||
The Vanguard Group (6) | — | — | — | 15,181,781 | 15,181,781 | 6.68% | ||||||||||||||||||||||||||||||||
Melvin Capital Management LP; Melvin Capital Master Fund Ltd (7) | — | — | — | 13,800,000 | 13,800,000 | 6.07% | ||||||||||||||||||||||||||||||||
The Public Investment Fund (8) | — | — | — | 12,565,167 | 12,565,167 | 5.52% | ||||||||||||||||||||||||||||||||
Canada Pension Plan Investment Board (9) | — | — | — | 10,712,583 | 10,712,583 | 4.71% | ||||||||||||||||||||||||||||||||
BlackRock, Inc. (10) | — | — | — | 10,453,911 | 10,453,911 | 4.60% |
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding the securities reflected in column (a)) (c) | |||
Equity compensation plans approved by security holders | 16,998,723(1) | $ 13.78 | 5,097,373 | |||
Equity compensation plans not approved by security holders | — | — | — | |||
Total | 16,998,723 | $13.78 | 5,097,373 |
(1) In addition, there were 3,117,869 shares of restricted and deferred stock awards granted under the plans outstanding. Since these shares do not have an exercise price, they are not included in the calculation of the weighted-average exercise price in column (b). These shares of restricted and deferred stock awards are considered outstanding shares and thus are included |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors and executive officers and holders of 10% or more of our common stock to file reports of ownership and changes in ownership with the SEC. These reporting persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of the Section 16(a) forms received by us, or written representations from reporting persons that no such forms were required to be filed, as applicable, we believe that the reporting persons complied with all of the Section 16(a) filing requirements during the 2014 fiscal year.
PROPOSAL NO. 2—APPROVAL OF THE LIVE NATION ENTERTAINMENT, INC. 2006 ANNUAL INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MARCH 19, 2015
The board of directors is submitting for stockholder approval the Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as amended and restated as of March 19, 2015, which we refer to as the Amended 2006 Plan. The board of directors approved and adopted the Amended 2006 Plan on March 19, 2015, subject to stockholder approval. The purpose of the Amended 2006 Plan is to provide performance-based compensation to executive officers and other selected key employees of Live Nation and its subsidiaries that is intended to not be subject to the executive compensation deduction limitations of Section 162(m) of the Internal Revenue Code of 1986, as amended, or Section 162(m). We are seeking stockholder approval of the Amended 2006 Plan due to the requirement under Section 162(m) that the performance goals under the plan be approved by stockholders every five years.
Under the Amended 2006 Plan, Live Nation’s Compensation Committee may pay bonuses based on the attainment of designated performance objectives within one or more performance periods. Utilizing those performance objectives, the Compensation Committee can reward accomplishments achieved during the applicable performance period. The board of directors believes that the Amended 2006 Plan benefits stockholders because it creates a strong incentive for executives to meet or exceed specified financial and/or operational goals.
The board of directors has determined that it is in the best interests of Live Nation and its stockholders to maximize the tax deductibility of amounts payable under the Amended 2006 Plan. Accordingly, Live Nation has structured the Amended 2006 Plan in a manner such that payments made under it are intended to satisfy the requirements for “performance-based” compensation within the meaning of Section 162(m). In general, Section 162(m) places a limit on the deductibility for federal income tax purposes of the compensation paid to the Chief Executive Officer and the next three highest compensated officers of Live Nation, excluding our Chief Financial Officer, who are referred to collectively as the Covered Persons, who were employed by Live Nation on the last day of the applicable taxable year. Under Section 162(m), compensation paid to Covered Persons in excess of $1 million in a taxable year is not generally deductible. However, compensation that qualifies as “performance-based” under Section 162(m) does not count against this $1 million limitation.
One of the requirements of “performance-based” compensation for purposes of Section 162(m) is that the material terms of the performance goals under which compensation may be paid be periodically disclosed to and approved by our public stockholders. For purposes of Section 162(m), the material terms include (a) the employees eligible to receive compensation, (b) a description of the business criteria on which the performance goals may be based and (c) the maximum amount of compensation that can be paid to an employee under the performance goals.
Each of these aspects of the Amended 2006 Plan is discussed below, and stockholder approval of this Proposal No. 2 will be deemed to constitute approval of the material terms of the performance goals under the Amended 2006 Plan for purposes of the stockholder approval requirements of Section 162(m). In the event that our stockholders do not approve the Amended 2006 Plan, the Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as amended and restated as of April 15, 2011, referred to as the 2006 Plan, will remain in effect on its terms and conditions as in effect immediately prior to its amendment and restatement on March 19, 2015, and the stockholder approval of the 2006 Plan (which was obtained in 2011) will remain in effect for purposes of Section 162(m) until our stockholder meeting in 2016.
Stockholder approval of the material terms of the performance goals under the Amended 2006 Plan is only one of several requirements under Section 162(m) that must be satisfied for amounts paid under the Amended 2006 Plan to qualify for the “performance-based” compensation exemption under Section 162(m), and submission of the material terms of the Amended 2006 Plan’s performance goals for stockholder approval should not be viewed as a guarantee that we will be able to deduct any or all compensation under the Amended 2006 Plan. Nothing in this proposal precludes us or the Compensation Committee from making any payment that is not intended to qualify for tax deductibility under Section 162(m).
The principal features of the Amended 2006 Plan are summarized below. This summary does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended 2006 Plan attached as Annex A to this proxy statement.
Administration
The Amended 2006 Plan is administered by the Compensation Committee of our board of directors. Subject to the terms of the Amended 2006 Plan, the Compensation Committee has the authority to (i) select the individuals who may participate in the Amended 2006 Plan, (ii) prescribe the terms and conditions of each participant’s award and make amendments thereto, (iii) determine whether and the extent to which the performance objectives have been met, (iv) construe, interpret and apply the provisions of the Amended 2006 Plan and of any agreement or other document evidencing an award made under the Amended 2006 Plan and (v) make any and all determinations and take all other actions necessary to administer the Amended 2006 Plan.
Eligibility
Executive officers and other key employees of Live Nation and its subsidiaries selected by the Compensation Committee will be eligible to participate in the Amended 2006 Plan. Currently, there are five individuals eligible to participate in the Amended 2006 Plan.
Performance Awards
Performance objectives may be based upon any one or more of the following criteria, applied to an individual, a subsidiary, a business unit or division, Live Nation or one or more of its subsidiaries, or such other operating units as the Compensation Committee may designate:
The amount of an award, if any, payable to a participant will depend upon whether and the extent to which the performance objective(s) of the award are achieved during the applicable performance period. Performance objectives may be established on a periodic, annual, cumulative or average basis, and may be established on a corporate-wide basis and/or with respect to operating units, divisions, subsidiaries, acquired businesses, minority investments, partnerships or joint ventures. The Compensation Committee may establish different payout levels based upon the levels of achievement of the performance objectives specified in the award. Awards may contain more than one performance objective, which may be satisfied in the alternative, and performance objectives may be based upon multiple performance criteria. The level or levels of performance specified with respect to a performance objective may be expressed in absolute terms, as objectives relative to performance in prior periods, as an objective compared to the performance of one or more comparable companies or an index covering multiple companies or otherwise as the Compensation Committee may determine. Notwithstanding anything to the contrary contained in the Amended 2006 Plan, the performance objectives under any award granted under the Amended 2006 Plan that is intended to constitute “qualified performance-based compensation” for purposes of Section 162(m) must be objective and must otherwise meet the requirements of Section 162(m).
Maximum Annual Amount Payable to a Participant
No participant may earn more than $15,000,000 in any calendar year pursuant to an award under the Amended 2006 Plan.
Plan Operation
Performance objectives will be established by the Compensation Committee and communicated to the participant by the 90th day of the applicable performance period or, if earlier, before 25% of the applicable performance period has elapsed. The Compensation Committee will determine the performance period applicable to an award. Subject to the requirements of the Amended 2006 Plan and applicable law, each award will contain such other terms and conditions as the Compensation Committee, acting in its discretion, may prescribe.
Payment of Awards
Upon certification of the achievement of performance objectives by the Compensation Committee and subject to any deferral arrangements or other conditions that may be permitted or required by the Compensation Committee, the award will be settled in cash.
The Compensation Committee is authorized to reduce or eliminate (but not to increase) the performance award of any participant, for any reason, including changes in the participant’s position or duties, whether due to termination of employment (including death, disability, retirement, voluntary termination or termination with or without cause) or otherwise. To the extent necessary to preserve the intended economic effects of the Amended 2006 Plan or an award under the Amended 2006 Plan, the Compensation Committee is authorized to adjust pre-established performance objectives and other terms of performance awards to take into account certain material events, including: (i) a change in corporate capitalization; (ii) a material or extraordinary corporate transaction involving Live Nation or a subsidiary, including, without limitation, a merger, consolidation, reorganization, spin-off or the sale of a subsidiary or of the assets of a business or division; (iii) a partial or complete liquidation of Live Nation or any subsidiary; or (iv) certain changes in accounting rules; provided, however, that no such adjustment may cause a performance award to fail to be non-deductible under Section 162(m).
Unless the Compensation Committee determines otherwise, no payment related to an award will be made to a participant whose employment with Live Nation or its subsidiaries terminates (for any reason other than death) before the payment date of the award.
Duration and Amendment
The Amended 2006 Plan was originally effective in its unamended form as of January 1, 2006 and will continue in 2015 and for future years as permitted by applicable law. The board of directors or the Compensation Committee may, at any time or from time to time, amend the Amended 2006 Plan. Amendment may be made without stockholder approval, unless such approval is required to maintain the status of the Amended 2006 Plan under Section 162(m). The board of directors may terminate the Amended 2006 Plan at any time.
U.S. Federal Income Tax Consequences
All amounts paid under the Amended 2006 Plan should constitute taxable income to the participant when paid. If the Compensation Committee so allows under the terms of the Amended 2006 Plan, a participant may be able to elect to defer a portion of the bonus, and as a result may be entitled to defer the recognition of income. Generally, subject to Section 162(m), Live Nation will be entitled to a federal income tax deduction when amounts paid under the Amended 2006 Plan are included in the employee’s income.
As stated above, the Amended 2006 Plan is being submitted for stockholder approval so that cash bonuses paid under the Amended 2006 Plan qualify for tax deductibility by Live Nation to the greatest extent permissible under Section 162(m). However, stockholder approval is only one of
several requirements under Section 162(m), and stockholder approval of the Amended 2006 Plan should not be viewed as a guarantee that all amounts paid under the Amended 2006 Plan will be deductible by Live Nation.
THE ABOVE SUMMARY OF THE U.S. FEDERAL INCOME TAX CONSEQUENCES DOES NOT PURPORT TO BE COMPLETE. THE PRECEDING DISCUSSION IS ONLY A GENERAL SUMMARY OF THE FEDERAL INCOME TAX CONSEQUENCES CONCERNING THE AMENDED 2006 PLAN AND DOES NOT ADDRESS THE TAX CONSEQUENCES ARISING IN THE CONTEXT OF A PARTICIPANT’S DEATH OR THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH A PARTICIPANT’S INCOME OR GAIN MAY BE TAXABLE.
The table below sets forth the currently determinable estimated future cash awards under the Amended 2006 Plan that may be paid to the respective individual or group upon the satisfaction of performance goals established by the Compensation Committee for the 2015 fiscal year, assuming the applicable performance goals are achieved at target. At this time we cannot predict actual performance or the extent to which performance goals will be achieved. In addition, we cannot predict the extent, if any, to which (i) the Compensation Committee will use its discretionary authority to reduce the amount of awards otherwise payable to a Covered Person under the Amended 2006 Plan or (ii) the administrator appointed to administer awards for other participants will use his or her discretionary authority to increase or decrease awards otherwise payable to such participants. Except as set forth below, future awards under the Amended 2006 Plan are discretionary and the Compensation Committee has not made any determination to make future grants to any persons under either plan, but may do so in the future.
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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 Amended 2006 Plan. 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.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR
ADOPTING THE LIVE NATION ENTERTAINMENT, INC. 2006 ANNUAL INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MARCH 19, 2015.
PROPOSAL NO. 3—APPROVAL OF THE LIVE NATION ENTERTAINMENT, INC. 2005 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MARCH 19, 2015
The board of directors is submitting for stockholder approval the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015, referred to as the Amended 2005 Plan. The Amended 2005 Plan amends the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of April 15, 2011, referred to as the 2005 Plan. The board of directors approved and adopted the Amended 2005 Plan on March 19, 2015, subject to stockholder approval. We are seeking stockholder approval of the Amended 2005 Plan in order to increase the shares available under the plan by 10,000,000 shares. When we last sought stockholder approval for an increase in the number of shares availableoutstanding as of the Record Date. The table reflects awards outstanding under both the plan in 2011 (which was also for 10,000,000 shares), we anticipated that the increased share reserve would last for three to four years. Based on current grant practicesLive Nation and our foreseeable needs, we again estimate that the additional 10,000,000 shares will be sufficient for three to four years.
The Amended 2005 Plan is a broad-based incentive plan that provides for the grantTicketmaster Plans; as of stock options, stock appreciation rights, restricted stock, deferred stock awards, dividend equivalents, phantom shares, bonus shares and other forms of equity-based and cash awards, including performance-based cash and stock awards. The board of directors believes that Live Nation’s success and long-term progress are dependent upon attracting and retaining its directors, officers, employees, consultants and advisers, and aligning the interests of such individuals with those of its stockholders. The Amended 2005 Plan gives the Compensation Committee the flexibility to use various forms of incentive awards as part of Live Nation’s overall compensation program.
As of April 15, 2015,December 31, 2021, there remained 2,724,354 5,841,718
Share Reserve Increase. The Amended 2005 Plan amends the 2005 Plan by increasing the maximum number of shares of common stock that may be issued or awarded under the Amended 2005 Plan by 10,000,000 shares to a total of 33,900,000. We are asking our stockholders to approve the Amended 2005 Plan because we believe the availability of an adequate reserve of shares under the Plan is important to our continued growth and success, and our ability to attract and retain the best talent to drive this growth and success.
If this Proposal No. 3 is adopted, a maximum of 33,900,000 shares of common stock will be reserved for issuance under the Amended 2005 Plan (representing the 23,900,000 shares already reserved plus the 10,000,000 new shares), all of which may be granted as incentive stock options pursuant to Section 422 of the Internal Revenue Code of 1986, as amended, or the Code. The company believes this number represents reasonable potential equity dilution and provides a significant incentive for officers, employees, non-employee directors and consultants to increase the value of the company for all stockholders.
Section 162(m). We also are asking stockholders to approve the Amended 2005 Plan to satisfy the stockholder approval requirements of Section 162(m).
In general, Section 162(m) places a limit on the deductibility for federal income tax purposes of the compensation paid to our Chief Executive Officer or any of our three other most highly compensated executive officers (other than our Chief Financial Officer). Under Section 162(m), compensation paid to such persons in excess of $1 million in a taxable year generally is not deductible. However, compensation that qualifies as “performance-based” under Section 162(m) does not count against the $1 million deduction limitation. One of the requirements of “performance-based” compensation for purposes of Section 162(m) is that the material terms of the plan under which compensation may be paid be disclosed to and approved by our public stockholders. For purposes of Section 162(m), the material terms include (a) the employees eligible to receive compensation, (b) a description of the business criteria on which the performance goals may be based and (c) the maximum amount of compensation that can be paid to an employee under the performance goals.
Each of these aspects of the Amended 2005 Plan is discussed below, and stockholder approval of this Proposal No. 3 will be deemed to constitute approval of the material terms of the Amended 2005 Plan for purposes of the stockholder approval requirements of Section 162(m).
Stockholder Approval. In the event that our stockholders approve the Amended 2005 Plan, then the Amended 2005 Plan will become effective and the proposed share increase will be approved, and stockholder approval of this Proposal No. 3 will be deemed to constitute approval of the material terms of the performance goals under the Amended 2005 Plan for purposes of the stockholder approval requirements of Section 162(m). In the event that our stockholders do not approve the Amended 2005 Plan, the 2005 Plan will remain in effect on its terms and conditions as in effect immediately prior to its amendment and restatement on March 19, 2015. The proposed additional shares will not become available for issuance under the 2005 PlanLive Nation plan and the stockholder approval of the 2005 Plan (which was received in 2011) will remain in effect for purposes of Section 162(m) until our stockholder meeting in 2016.
The principal features of the Amended 2005 Plan are summarized below. This summary does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended 2005 Plan attached as Annex B to this proxy statement.
Administration
The Amended 2005 Plan is administered by the Compensation Committee; however, the full board of directors retains sole responsibility and authority for making and administering awards to any of our non-employee directors. Subject to the terms of the Amended 2005 Plan, the Compensation Committee has authority to (i) select the individuals that may participate in the Amended 2005 Plan, (ii) prescribe the terms and conditions of each participant’s award and make amendments thereto, (iii) construe, interpret and apply the provisions of the Amended 2005 Plan and of any award madeno shares under the Ticketmaster plan and (iv) make any and all determinations and take all other actions necessary to administer the Amended 2005 Plan. The Compensation Committee may delegate any of its responsibilities and authority to other persons(which expired in August 2018 such that no new grants or a subcommittee, subject to applicable law.
Securities Covered by the Plan
Subject to adjustments as required or permitted by the Amended 2005 Plan, Live Nation may issue a total of thirty-three million nine hundred thousand (33,900,000) shares of its common stock, $0.01 par value per share, under the Amended 2005 Plan. The following shares are not taken into account in applying these limitations: (i) shares covered by awards that expire or are canceled, forfeited, settled in cash or otherwise terminated, (ii) shares delivered to Live Nation or withheld by Live
Nation for the payment or satisfaction of purchase price or tax withholding obligations associated with the exercise or settlement of an award and (iii) shares covered by stock-based awards assumed by Live Nation in connection with the acquisition of another company or business.
Individual Award Limitations
In any calendar year, no participant may receive under the Amended 2005 Plan (i) awards covering more than five million (5,000,000) shares and (ii) cash awards exceeding more than fifteen million dollars ($15,000,000).
Eligibility
Awards may be made under the Amended 2005 Plan to Live Nation’s or its subsidiaries’ present or future directors, officers, employees, consultants or advisers. Currently, there are approximately 7,900 individuals eligible to participate in the Amended 2005 Plan. For purposesmade).
Forms of Award
Stock Options and Stock Appreciation RightsContents
The Compensation Committee may impose such vesting, exercise, forfeiture and other terms and conditions as it deems appropriate with respect to stock options and SARs. The exercise price under a stock option or SAR may be paid in cash or in any other form or manner permitted by the Compensation Committee, including without limitation, delivery of previously-owned shares of our common stock, a combination of delivery of previously-owned shares of our common stock and cash payment or, with respect to stock options only, payment pursuant to broker-assisted cashless exercise procedures. Methods of exercise and other terms of SARs will be determined by the Compensation Committee.
The Compensation Committee may establish such exercise and other conditions applicable to an option following the termination of the optionee’s employment or other service with Live Nation and its subsidiaries as the Compensation Committee deems appropriate on a grant-by-grant basis.
Restricted Stock and Deferred Stock Awards. The Amended 2005 Plan authorizes the Compensation Committee to make restricted stock awards, pursuant to which shares of our common stock are issued to designated participants subject to transfer restrictions and vesting conditions. Subject to such conditions as the Compensation Committee may impose, the recipient of a restricted stock award generally will have the rights of common stockholders as though the shares subject to the restricted stock award were fully vested, provided, however, that shares covered by restricted stock
awards do not carry dividend rights prior to the vesting of such shares and the holder of such a restricted stock award will, with respect to unvested shares of restricted stock, have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the company prior to the vesting of the applicable shares. Once vested, shares covered by a restricted stock award will entitle the holder to the same dividend rights as other shares of common stock.
Deferred stock awards generally provide the right to receive shares of common stock in the future, subject to such conditions as the Compensation Committee may impose including, for example, continuing employment or service for a specified period of time or satisfaction of specified performance criteria. Prior to settlement, deferred stock awards do not carry voting, dividend or other rights associated with stock ownership; however, dividend equivalents may be payable or accrue if the Compensation Committee so determines in connection with an award of deferred stock.
Unless the Compensation Committee determines otherwise, unvested shares of restricted stock and unvested deferred stock awards will be forfeited upon the recipient’s termination of employment or other service with Live Nation and its subsidiaries.
Other Equity-Based Awards. The Amended 2005 Plan gives the Compensation Committee broad discretion to grant dividend equivalent payment rights, phantom shares, bonus shares and other forms of equity-based awards, and to provide for settlement of such awards in cash and/or shares. The Amended 2005 Plan also allows non-employee directors to elect to receive all or part of their annual retainers in the form of shares of our common stock in lieu of cash. The number of shares of common stock issued in lieu of any annual cash retainer will be determined using the fair market value of our common stock on the date of issuance of such shares.
Performance-Based Awards. The Compensation Committee may also grant performance-based awards under the Amended 2005 Plan. In general, performance-based awards provide for the payment of cash and/or shares of our common stock upon the achievement of objective, predetermined performance objectives established by the Compensation Committee. Performance objectives may be based upon any one or more of the following business criteria:
Performance objectives may be applied to an individual, a subsidiary, a business unit or division, Live Nation and any one or more of its subsidiaries, or such other operating units as the Compensation Committee may designate. Performance objectives may be expressed in absolute or relative terms and must include an objective formula or standard for computing the amount of compensation payable to an employee if the goal is attained.
Adjustments of Awards
Generally, in the event of a split-up, spin-off, recapitalization or consolidation of shares or any similar capital adjustment, or a change in the character or class of shares covered by the Amended 2005 Plan or any award made pursuant to the plan, Live Nation will adjust (i) the maximum number and class of shares of common stock which may be issued under the Amended 2005 Plan, (ii) the maximum number and class of shares of common stock which may be covered by awards made to an individual in any calendar year, (iii) the number and class of shares of common stock subject to outstanding awards and (iv) where applicable, the exercise price, base price, target market price or purchase price under outstanding awards, as required to equitably reflect the effect on our common stock of such transactions or changes.
Generally, if Live Nation enters into a merger, consolidation, acquisition or disposition of property or stock, separation, reorganization, liquidation or any other similar transaction or event, as a result of which the Live Nation stockholders receive cash, stock or other property in exchange for and in connection with their shares of Live Nation common stock, referred to collectively as an Exchange Transaction, all outstanding options and SARs will either (i) become fully vested and exercisable immediately prior to the Exchange Transaction (and any such outstanding options or SARs which are not exercised before the Exchange Transaction will thereupon terminate) or (ii) if the Live Nation stockholders receive capital stock of another corporation in exchange for their shares of Live Nation
common stock and if the board of directors, in its sole discretion, so directs, be assumed by and converted into options or SARs for shares of the acquiring company. The board of directors may accelerate vesting of other unvested awards and cause cash settlements and/or other adjustments to be made to any such outstanding award.
Amendment and Termination of the Plan; Term
Except as may otherwise be required by law or the requirements of any stock exchange or market upon which Live Nation’s common stock may then be listed, the board of directors may amend the Amended 2005 Plan at any time and from time to time and may terminate the Amended 2005 Plan at any time. No such amendment or termination may impair or adversely alter any awards previously granted under the Amended 2005 Plan (without the consent of the recipient or holder) or deprive any person of shares previously acquired under the plan.
Unless sooner terminated, the Amended 2005 Plan will terminate on March 19, 2025, which is the tenth anniversary of the date of its adoption by Live Nation’s board of directors.
U.S. Federal Income Tax Consequences
The grant of a stock option or SAR under the Amended 2005 Plan is not a taxable event to the participant for federal income tax purposes. In general, ordinary income is realized upon the exercise of a stock option (other than an ISO) in an amount equal to the excess of the fair market value on the exercise date of the shares acquired pursuant to the exercise over the option exercise price paid for the shares. The amount of ordinary income realized upon the exercise of a SAR is equal to the excess of the fair market value of the shares covered by the exercise over the SAR base price. Live Nation generally will be entitled to a deduction equal to the amount of ordinary income realized by a participant upon the exercise of an option or SAR.
No income is realized upon the exercise of an ISO. However, the amount by which the fair market value of the shares at the time of exercise exceeds the option exercise price will be an “item of adjustment” for purposes of the alternative minimum tax. Income or loss is realized upon a disposition of shares acquired pursuant to the exercise of an ISO. If the disposition occurs more than one year after the ISO exercise date and more than two years after the ISO grant date, then gain or loss on the disposition, measured by the difference between the selling price and the option exercise price for the shares, will be long-term capital gain or loss. If the disposition occurs within one year of the exercise date or within two years of the grant date, then the ISO will be treated as one that does not meet the requirements of the Code for ISOs and the participant will recognize ordinary income at the time of the disposition equal to the excess of the amount realized over the exercise price, but not more than the excess of the fair market value of the shares on the date the ISO is exercised over the exercise price, with any remaining gain or loss being treated as capital gain or capital loss. Live Nation is not entitled to a deduction with respect to the exercise of an ISO; however, it is entitled to a deduction corresponding to the ordinary income realized by a participant upon a disposition of shares acquired pursuant to the exercise of an ISO before the satisfaction of the applicable one- and two-year holding period requirements described above.
In general, a participant will realize ordinary income with respect to common stock received pursuant to a restricted stock award at the time any restrictions lapse in accordance with the terms of the award in an amount equal to the fair market value of the shares at the time such restrictions lapse, and except as discussed below, Live Nation is generally entitled to a corresponding deduction.
A participant may make an “early income election” (i.e., Section 83(b) election) within 30 days of the grant of restricted shares of common stock, in which case the participant will realize ordinary
income on the date the restricted shares are granted equal to the difference between the value of the shares on that date and the amount, if any, paid for the shares. In such event, any appreciation in the value of the shares after the date of the award will be taxable as capital gain upon a subsequent disposition of the shares. Live Nation’s deduction is limited to the amount of ordinary income realized by the participant as a result of the early income election.
A participant who receives deferred stock awards will be taxed at ordinary income tax rates on the then fair market value of the shares of common stock distributed at the time of settlement of the deferred stock awards and Live Nation will generally be entitled to a tax deduction at that time.
Other awards will generally result in ordinary income to the participant at the later of the time of payment of such award, or the time that either the risk of forfeiture or restriction on transferability lapses on previously paid awards. Except as discussed below, Live Nation generally will be entitled to a tax deduction equal to the amount recognized as ordinary income by the participant in connection with an award, but will be entitled to no tax deduction relating to amounts that represent a capital gain to a participant.
Section 162(m) generally allows Live Nation to obtain tax deductions without limit for qualified performance-based compensation. Live Nation intends that options, SARs and, subject to stockholder approval of the performance objectives described herein, contingent long-term performance awards granted under the Amended 2005 Plan will continue to qualify as performance-based compensation exempt from the $1 million deductibility cap under Section 162(m). However, Live Nation may grant performance-linked awards under the Amended 2005 Plan that are not intended to constitute performance-based compensation for purposes of Section 162(m). A number of requirements must be met in order for particular compensation to qualify as performance-based compensation for purposes of Section 162(m). However, there can be no assurance that such compensation under the Amended 2005 Plan will be fully deductible under all circumstances. In addition, other awards under the Amended 2005 Plan, such as time-vesting awards (other than options and SARs), generally may not qualify, so that compensation paid to executive officers in connection with such awards may not be deductible due to the limits imposed by Section 162(m).
To the greatest extent possible, awards granted under the Amended 2005 Plan are structured in a manner intended to avoid the imposition of taxes under Internal Revenue Code Section 409A, which governs the taxation of nonqualified deferred compensation, including certain equity awards, by complying with the requirements of Internal Revenue Code Section 409A or an available exemption from such requirements.
THE ABOVE SUMMARY PERTAINS SOLELY TO CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES ASSOCIATED WITH AWARDS MADE UNDER THE AMENDED 2005 PLAN AND DOES NOT PURPORT TO BE COMPLETE. THE SUMMARY DOES NOT ADDRESS ALL FEDERAL INCOME TAX CONSEQUENCES AND IT DOES NOT ADDRESS STATE, LOCAL OR NON-U.S. TAX CONSIDERATIONS.
Except with respect to grants of restricted stock that will be awarded to each non-employee director on the date of the annual meeting, which are shown in the table below, the number of awards that our named executive officers, directors, other executive officers and other employees may receive under the Amended 2005 Plan will be determined in the discretion of our board of directors and its Compensation Committee in the future, and neither our board nor its Compensation Committee has made any determination to make future grants to any persons under the Amended 2005 Plan as of the date of this proxy statement. Therefore, it is not possible to determine the future benefits that will be received by these participants under the Amended 2005 Plan, or the benefits that would have been received by such participants if the Amended 2005 Plan, as proposed to be amended, had been in effect in the year ended December 31, 2014.
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Equity Awards Outstanding as of April 15, 2015
The following table sets forth summary information concerning the number of shares of our common stock subject to outstanding option grants (vested and unvested) and unvested restricted stock grants made under the 2005 Plan to our named executive officers, directors and employees as of the record date. The awards set forth in this table for the named executive officers are also included in the 2014 Summary Compensation Table and in the 2014 Grants of Plan-Based Awards Table set forth in this proxy statement and are not additional awards. The awards set forth in this table for the non-employee directors are also included in the 2014 Director Compensation Table set forth in this proxy statement and are not additional awards.
Name and Position | Stock Option Awards (#) | Restricted Stock Awards (#) | ||||||
Michael Rapino President, Chief Executive Officer and Director | 7,772,600 | 231,175 | ||||||
Joe Berchtold(1) Chief Operating Officer | — | — | ||||||
Brian Capo Chief Accounting Officer | 20,000 | 3,250 | ||||||
Michael Rowles General Counsel | 404,653 | 30,965 | ||||||
Kathy Willard Chief Financial Officer | 726,141 | 28,600 | ||||||
All executive officers as a group (5 people) | 8,923,394 | 293,990 | ||||||
Current nominees for election as a non-employee director: | ||||||||
Mark Carleton(1) | — | — | ||||||
Jonathan Dolgen(1) | — | — | ||||||
Ari Emanuel | 10,000 | 6,446 | ||||||
Ted Enloe | 20,000 | 6,446 | ||||||
Jeff Hinson | 20,000 | 6,446 | ||||||
Jimmy Iovine(1) | — | — | ||||||
Peggy Johnson(1) | — | — | ||||||
Jim Kahan | 10,000 | 6,446 | ||||||
Greg Maffei(1) | — | — | ||||||
Randall Mays | 100,000 | 6,446 | ||||||
Mark Shapiro | — | 6,446 | ||||||
All non-employee directors as a group (11 people) | 160,000 | 38,676 | ||||||
All employees except executive officers as a group | 4,252,420 | 260,460 |
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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 Amended 2005 Plan. 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.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR
ADOPTING THE LIVE NATION ENTERTAINMENT, INC. 2005 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MARCH 19, 2015.
PROPOSAL NO. 4—ADVISORY VOTE ON THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS
In accordance with the Dodd-Frank Act, we are providing the company’s stockholders the opportunity to vote at this annual meeting to approve the compensation paid to the company’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K under the Securities Act of 1933, as amended, or the Securities Act, and the Exchange Act. Pursuant to the Dodd-Frank Act, the stockholder vote on executive compensation is an advisory vote only, and it is not binding on the company or our board of directors.
Although the vote is nonbinding, the Compensation Committee and the board of directors value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders an opportunity to endorse or not endorse our executive officer pay program and policies through the following resolution:
“RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to the named executive officers, as disclosed in the company’s proxy statement for the 2015 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2014 Summary Compensation Table and the other related tables and disclosure.”
As described more fully in the Compensation Discussion and Analysis section of this proxy statement beginning on page 46, we believe that our executive compensation program is reasonable, competitive and strongly focused on pay for performance principles. We emphasize compensation opportunities that reward our executives when they deliver targeted financial results. The compensation paid to our named executive officers varies depending upon the achievement ofpre-established performance goals, which may be both individual and corporate. Through stock ownership requirements and equity incentives, we also align the interests of our executives with those of our stockholders and the long-term interests of Live Nation. Our executive compensation policies have enabled Live Nation to attract and retain talented and experienced senior executives and have benefited the company over time. We believe that the fiscal year 2014 compensation paid to our named executive officers was appropriate and aligned with Live Nation’s fiscal year 2014 results, and that it positions the company for growth in future years.
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 proposal is required to approve the advisory resolution on the company’s executive compensation described in this Proposal No. 4. For purposes 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 proposal, and therefore will have the effect of a negative vote. The results of this vote are not binding on our board of directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ADVISORY RESOLUTION APPROVING THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS.
PROPOSAL NO. 5—RATIFICATION OF THE APPOINTMENT OF
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the board of directors has appointed Ernst & Young LLP as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2015.2022. Ernst & Young LLP served as our independent registered public accounting firm during the 20142021 fiscal year. Representatives of Ernst & Young LLP are expected to be present at the annual meeting to respond to appropriate questions and will have the opportunity to make a statement if they so desire.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR THE RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
Audit Fees Audit-Related Fees Tax Fees All Other Fees Total ticketing system audits for purposes of reporting on control design and operating effectiveness, gross receipts audits as required by leases, and acquisition-related due diligence services. tool and miscellaneous fees. Contents solid footing. ability to identify, obtain and retain business opportunities. While the concept that reputation and relationships are important to success is certainly not unique to price targets. conflicts of interest. pertaining to Mr. Rapino and the other named executive officers. On occasion, other named executive officers and members of management meet with the Compensation Committee to provide performance and other relevant data to the committee. bonuses versus equity compensation or (iii) equity grants amongst various award types. Rather, the committee seeks to flexibly tailor each executive’s total compensation package to include these various components in a manner designed to motivate and retain most effectively that particular executive officer, while still aligning the executive officer’s interests with those of our stockholders. For these reasons, the Compensation Committee takes into consideration industry standards and informal reviews of compensation paid to executive officers of our competitors or others in similar industries, but it does not currently rely on formal benchmarking or peer group analysis in determining our compensation programs other than for the limited purpose of obtaining a reference point to gauge the reasonableness of the company’s compensation levels for its chief executive officer and chief financial officer.. As noted above, in April 2020, in light of the evolving circumstances relating to the COVID-19 pandemic, each of our named executive officers voluntarily agreed to a reduction in such officer’s contractual annual base salary for an indefinite time period. All named executive officers’ salaries returned to contractual levels on April 16, 2021. 2021: 2021. Name and Michael Rapino President, Chief Executive Officer and Director Joe Berchtold Chief Operating Officer Brian Capo Chief Accounting Michael Rowles General Counsel and Secretary Kathy Willard Chief Financial Officer Name Estimated Future Payouts Under Non- Vesting Date January 2015 March 2015 July 2015 August 2015 December 2015 January 2016 August 2016 December 2016 January 2017 December 2017 January 2018 Total Vesting Date January 2015 March 2015 June 2015 July 2015 August 2015 January 2016 March 2016 June 2016 August 2016 January 2017 June 2017 January 2018 Total Name Michael Rapino(2) Joe Berchtold(3) Brian Capo(4) Michael Rowles(5) Kathy Willard(6) Name Benefit(1) & Other Compensation Information Due to the impact of the COVID-19 pandemic, in 2020 Mr. Rapino voluntarily agreed to temporarily reduce his salary by 100% beginning April 16, 2020, which amount was subsequently changed to 50% of his contractual level on June 1, 2020. Effective September 16, 2020, his salary reduction was increased to 60%. Mr Rapino’s salary returned to contractual levels on April 16, 2021. subject to Mr. Rapino signing a general release of claims, installments, and (ii) a grant targeted at 300,000 performance shares, to vest and be settled in shares of restricted stock from time to time during a performance period running from November 1, 2017 through December 31, 2022 upon attainment of various stock price targets for a period of 60 days, with the actual number of shares earned ranging from 0% to 250% of the target award amount. As of December 31, 2020, all stock price targets had been met and shares of restricted stock had been issued to Mr. Berchtold in respect of such earned performance shares. $354,500, and effective January 1, 2020, the Compensation Committee increased Mr. Capo’s base salary to $363,500. Due to the impact of the COVID-19 pandemic, in 2020 Mr. Capo voluntarily agreed to temporarily reduce his salary by 25% beginning April 16, 2020. Effective September 16, 2020, his salary reduction was increased to 40%. Mr. Capo’s salary returned to contractual levels on April 16, 2021. In connection with the negotiation and entering into of the 2019 amendment to his agreement, in February 2019 Mr. Hopmans was granted 300,000 stock options and 25,000 shares of restricted stock, with both awards vesting in four equal annual installments. reasonable discretion of our board of directors, has resulted in, or would result in, material injury to our reputation, including, without limitation, conviction of fraud, theft, embezzlement or a crime involving moral turpitude, (v) a repeated failure by Mr. Rowles to comply with a material term of the employment agreement or (vi) a material violation by Mr. Rowles of our employment policies.20142021 and 20132020 fiscal years, respectively: 2014 2013 $ 7,722 $ 7,452 1,010 674 746 748 3 3 $ 9,481 $ 8,877 2021 2020 Audit Fees $ 9,671 $ 9,559 Audit-Related Fees 1,029 1,087 Tax Fees 742 645 All Other Fees 12 8 Total $ 11,454 $ 11,299 tool.20142021 fiscal year.REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS amended report and irrespective of any general incorporation language in such filing.20142021 fiscal year, management completed the documentation, testing and evaluation of Live Nation’s internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management and Ernst & Young LLP. At the conclusion of the process, management provided the Audit Committee with a report on the effectiveness of Live Nation’s internal control over financial reporting. The Audit Committee also reviewed the report of management contained in Live Nation’s Annual Report on Form 10-K for the year ended December 31, 20142021 filed with the SEC, as well as Ernst & Young LLP’s Report of Independent Registered Public Accounting Firm included in Live Nation’s Annual Report on Form 10-K related to its audit of (i) the consolidated financial statements and financial statement schedule and (ii) the effectiveness of internal control over financial reporting.AU Section 380 (CommunicationPublic Company Accounting Oversight Board, or the PCAOB, Auditing Standard Number 1301 (Communications With Audit Committees).Public Company Accounting Oversight BoardPCAOB (Communication With Audit Committees Concerning Independence).2014,2021 for filing with the SEC.Jonathan DolgenPeggy JohnsonCOMPENSATION DISCUSSION AND ANALYSIS Sincefirst “Say on Pay” vote was heldexecutive compensation program in 2011, we have listenedresponse to both feedback from our stockholders and instituted a number of key changes toas well as market demands. We believe that our overall compensation program as it relates toaligns the interests of our namedexecutives with those of our stockholders. Below are some of the significant elements of our executive officers.Key Changes to Executive Compensation Programcompensation program.üElimination of guaranteed bonuses; all bonus opportunities now based on achievement of aggressive performance targets;üElimination of annual minimum increases to base salary for CEO and other named executive officers;Elimination of automatic annual restricted stock grants to CEO;üChange from “modified single trigger” to “double trigger” change of control severance provision for CEO with all named executive officers now having a “double trigger” provision;üElimination of gross-up paymentPerformance criteria in connection with any potential excise taxes for CEO such that no named executive officer is entitled to excise tax gross-up payments;üElimination of tax gross-up payment for CEO’s automobile perquisite such that no named executive officer is entitled to tax gross-up payments for any perquisite;üReduction of CEO’s cash severance entitlement to two times annual base salary plus bonus;üElimination of highly-compensated Executive Chairman role;üInstitution of performance criteriaplace with aggressive stock price growth targets for the vesting of all restricted stockperformance share grants to the CEO;CEO in connection with his most-recent employment agreement Majority of compensation “at-risk” in a typical year Policy: Adopted in 2015, this policyPolicy that prohibits directors and executive officers from engaging in all hedging transactions in company securities;securities Strong Pledging Preapproval Policy: Adopted in 2015, this policyPolicy that requires prior approval for all pledging activities in company securities by directors and executive officersandüRobust CEO and executive officer stock ownership guidelines: In 2015, we increased our stock ownership guidelinesall annual bonus opportunities are traditionally based on achievement of aggressive performance targets 5x base salary for the CEO and 2.5xother named executive officersother executive officers.CEOStrong 2014 Results Support Our Compensation ProgramWe had a record year in 2014 and believe that we are well positioned for continued growth in 2015. During 2014, we grew our concerts revenue by 5% on the strengthincreased global market share, as we promoted the majority of shows for 22 of the top 25 global tours, while expanding our global footprint in the Philippines, Thailand, Taiwan and Indonesia, while also building our portfolio of marquee North American festival assets with the acquisition of Austin City Limits and Lollapalooza festivals and brands. Ticketmaster continued to build on its global leadership with the introduction of new products that instantly scale on Ticketmaster’s platform and drive revenue. In sponsorship and advertising, our unique ad platform enabled us to attract new strategic sponsors in 2014, such that we now have approximately 60 companies that pay us over $1 million each year for sponsorship and advertising, accounting for over $200 million in spend at the company, and an additional 700 companies that also advertise on our platform, generating a collective $300 million in revenue. Combined, we delivered a record year for revenue and Adjusted Operating Income. 2014 highlights include*:·record-setting Ticketmaster gross transaction value (GTV) of $23 billion;·over $1 billion in GTV for TM+ since its launch;·over 1 billion fans visiting our websites;·revenue up 6% to $6.9 billion;·Adjusted Operating Income (as defined below under “–Compensation Philosophy and Objectives”) up 10% to $555 million;·artist management business grew Adjusted Operating Income by 50%;·sponsorship and advertising Adjusted Operating Income grew 10%;·55% increase in secondary GTV for Ticketmaster;·net client renewal rate of over 100% for fifth straight year at Ticketmaster;·continued expansion into key new markets; and·ongoing progress with Ticketmaster technology replatforming project.* Full-year comparisons versus 20132014 results demonstratemanagement team during the difficult and unprecedented circumstances we faced in 2021 positioned the company to emerge from the pandemic in a position of strength with an eye toward continuing our growth trajectory, and demonstrated the effectiveness of our business model andmodel. These circumstances underlie the key compensation decisions made by the Compensation Committee with respect to our executive officers.2014 Our continued successful execution on our strategic plan has additionally resulted in increased stockholder value:20142021 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 a focus on growth over the long term. Additionally, we entered into employment agreements with three ofOrdinarily, key executive compensation decisions for the year would include setting appropriate performance targets and bonus levels for our named executive officers in order to secure their services forincentivize them to reach targeted goals during the near future.Overall, we achieved 104%year; however, given that our operations were still largely shut down at the beginning of our2021 due to the COVID-19 pandemic, and the related uncertainty as to what level of activity the company would have, if any, during the year, no such targets were set in 2021. We typically set these goals based on targeted company Adjusted Operating Income (as defined below) for the year, which is measured on a constant currencyconstant-currency and pro formapro-forma basis. AllWe believe that Adjusted Operating Income is one of our named executive officers had at least a portion of their cashthe primary metrics on which the company’s performance bonusesis judged by analysts and the investment community, and is thus tied to that target,the creation of stockholder value. While the year began with uncertainty due to the pandemic, the strong leadership decisions taken by our executive management team both in 2020 and asin 2021 when the opportunity for limited reopenings arose positioned us to emerge from difficult times on a result, all of them received at least 100% of that portion of their targeted cash performance bonuses.in 2014 the Compensation Committee set aggressive performance targets for the vesting of the discretionary annual grants of restricted stockperformance share award made to our Chief Executive Officer as partin 2017 in connection with his new employment agreement was tied to the attainment of our long-term equity incentive award component, as opposed to having the vesting of those awards be 100% time-based (three of the other four named executive officers received restrictedaggressive stock grants with extended vesting schedules as part of the negotiation of their employment agreements, and thus did not take part in the annual grants for 2014). For awards made in the first quarter of 2015, the Compensation Committee continued this practice, with aggressive targets set for the discretionary annual awards made to our Chief Executive Officer.20142020 Annual Meeting of Stockholders, over 61%94% of the votes cast (excluding abstentions and broker non-votes) were in favor of the advisory vote (“say on pay”) to approve executive compensation. In addition, underscoring their faith in the compensation an improvementdecisions of over 7 percentage points versusour board of directors, at the prior year.2017 Annual Meeting of Stockholders, our stockholders approved holding such future say on pay votes on a triennial, as opposed to annual, basis. Accordingly, our next say on pay vote will be held in 2023. The Compensation Committee considered this outcomethese outcomes and while there was a significant negative vote, believedbelieves that itthey conveyed our stockholders’ overallstrong support of the Compensation Committee’s decisions and the existing executive compensation programs at a macro level. One of the members of our Compensation Committee, which approves all named executive officer compensation decisions, has been nominated to the board by ourOur largest stockholder, which holds approximately 27%30.62% of our outstanding shares. Additionally, this stockholdershares, has voted in favor of our say on pay proposal each year that a vote has been held. In each of the years from 2012 through 2014Every year, we endeavor to have had discussions with as manysome of our institutional investors as possible in order to better understand their views on our compensation practices and structure. The Compensation Committee carefully considers this feedback, which was a significant factor in prompting the recent changeskey characteristics of our executive compensation program outlined in the box above at the beginning of this Compensation Discussion and Analysis.20142020 advisory vote and discussions with stockholders in the second quarter of 2014,2019, 2020 and 2021, the Compensation Committee decided to retain the core design of our executive compensation programs for the remainder of 20142020, 2021 and in 2015,2022, as it believes the programs continue to attract, retain and appropriately incentivize senior management. Atmanagement, and have the 2015 Annual Meetingstrong support of Stockholders,our stockholders based on the most recent advisory vote. Additionally, we will againbelieve that our stockholders’ election in 2017 to hold antriennial, instead of annual, advisory votevotes to approve executive compensation (see page 41).demonstrates our stockholders’ ongoing confidence in the appropriateness and effectiveness of our executive compensation program. The Compensation Committee will continue to consider the results from this year’s and future advisory votes on executive compensation, as well as feedback from stockholders throughout the course of each year. Based on the foregoing, we believe our programs are effectively designed and continue to be aligned with the interests of our stockholders.2014:2021:Name Position Michael Rapino President and Chief Executive Officer Joe Berchtold President and Chief Financial Officer Brian Capo Chief Accounting Officer John Hopmans Executive Vice President Michael Rowles General Counsel Kathy Willard* Name PositionMichael Rapino President*Ms. Willard was not serving as an executive officer as of the end of the 2021 fiscal year and Chief Executive Officer Joe Berchtold Chief Operating OfficerBrian Capo Chief Accounting OfficerMichael Rowles General CounselKathy Willard Chief Financial Officerhas been included in this Compensation Discussion and Analysis pursuant to Item 402(a)(3)(iv) of Regulation S-K.Carleton, EnloeHollingsworth and Shapiro,Iovine and Ms. Walden, with Mr. EnloeHollingsworth serving as the committee’s Chairman.Chair. The Compensation Committee is responsible for, among other things, (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.·Compensation should tie to performance. We aim to foster a pay-for-performance culture, with a substantial amount of executive compensation “at risk.” Accordingly, a significant portion of total compensation is tied to and varies with our financial, operational and strategic performance and the value of our common stock, as well as individual performance. The following chart shows the percentage of our CEO’s 2014 compensation that was performance-based:·Compensation should encourage and reward the achievement of specific corporate and departmental goals and initiatives. From time to time, we set specific corporate and/or departmental goals and initiatives pertaining to, among other things, growth, productivity and people. Currently, we are primarily emphasizing, and the executive compensation program is designed primarily to reward, achievement of targeted Adjusted Operating Income, evaluated on a pro forma, constant currency basis and adjusted for certain legalsettlements and judgments. “Adjusted Operating Income” is a non-GAAP financial measure that we define as operating income before certain unusual and/or non-cash charges, acquisition expenses, depreciation and amortization (including goodwill impairments), loss or gain on sale of operating assets and non-cash and certain stock-based compensation expense. For a reconciliation of Adjusted Operating Income to operating income, as well as a complete definition and other information, see page 40 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.·Compensation should establish common goals for executives and their key reports. We endeavor to set consistent performance targets for multiple layers of executives. By establishing common goals, we encourage a coordinated approach to managing the company that we believe will be most likely to increase stockholder value in the long term.·Compensation should align executives’ interests with those of our stockholders. Equity-based compensation encourages executives to focus on our long-term growth and prospects and to manage the company from the perspective of our stockholders. Executive officers are expected to have a meaningful ownership interest in the company and the Compensation Committee regularly reviews their grant history when assessing the appropriate mix of compensation elements. For a further discussion of our recently-increased share ownership guidelines applicable to our executive officers, see “Corporate Governance—Officer and Director Stock Ownership Guidelines” above.·Our overall compensation program should enable us to attract, motivate and retain highly-qualified executives by offering competitive compensation. Retention of key executives is a particular focus of our compensation program due to the importance of long-term artist, venue and client relationships in the live entertainment business, as well as the impact that an established individual’s reputation and relationships can have on the efficacy of that person within the industry.20142021 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, as well as the Compensation Committee’s review of what we had paid executives in such roles historically.certain prior years,the fourth quarter of 2021, the Compensation Committee has engaged The Croner Company as an independent outside compensation consultant to advise the committee regarding the form and structure of the terms for a potential renewal of the employment agreements of our chief executive compensation programofficer and our chief financial officer, whose current agreements are expiring at the end of 2022. In such advisory role, The Croner Company and the Compensation Committee reviewed market data from a peer group of companies (used solely for this limited purpose) as a reference point to gauge the reasonableness of the company’s compensation levels for its chief executive officer and chief financial officer, including with respect to salary, bonus and equity compensation. The peer group of companies was comprised of Activision Blizzard, Inc., Discovery, Inc., Electronic Arts, Inc., Endeavor Group Holdings, Inc., Fox Corporation, Netflix, Inc., Sirius XM Holdings, Inc., Spotify Technology S.A., Universal Music Group N.V., Paramount Global, and long-term incentive plan strategies; however, asWarner Music Group Corp. The company conducted an evaluation of the independence of The Croner Company and its personnel who worked with the committee, determinedconsidering the relevant SEC regulations and the listing standards of the NYSE, and concluded that the services performed by The Croner Company and its personnel raised no major changes to such programs or strategies were warranted in 2014, no such consultant was utilized this year.2005 Stock Incentive Plan,stock incentive plans, and the form award agreements thereunder, our named executive officers (and all other recipients of awards thereunder) are entitled to accelerated vesting of their equity awards upon the occurrence of a change of control, which is referred to as a single trigger, to ensure that these executives receive the full benefit of their long-term compensation in a manner consistent with benefits realized by our stockholders. However, none of our named executive officers is eligible to receive severance or comparable cash payments upon the occurrence of a change of control absent a qualifying termination, which is referred to as a double trigger, because the severance benefits contained in the employment agreements are intended to provide protection in connection with the loss of employment (including a loss of employment related to a corporate transaction) rather than merely incentivize the closing of a transaction. The terms of employment for our executive officers, including those elements discussed 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 namedAgreements”Agreements & Other Compensation Information” beginning on page 65.46.Agreements”Agreements & Other Compensation Information” beginning on page 65.46.·base salary;·cash performance bonuses;·long-term equity incentive awards; and·employee benefits and other perquisites.programs.discretion (unless such annual adjustments are provided generally to all employees in accordance with company policy).discretion. No named executive officer has an employment agreement providing for automatic or minimum annual salary increases.Agreements”Agreements & Other Compensation Information” beginning on page 65.46.In March 2015,Ordinarily, the Compensation Committee will meet in February/March of a calendar year and establish appropriate performance targets and bonus levels for our executive officers in order to incentivize them to reach targeted goals during the year; however, given that our operations were still largely shut down at the beginning of 2021 due to the COVID-19 pandemic, and the related uncertainty as to what level of activity the company would have, if any, during the year, no such targets were set in 2021 notwithstanding that our executive officers had a contractual right to such bonus opportunities. We typically set these goals based on targeted company Adjusted Operating Income for the year, which is measured on a constant-currency and pro-forma basis. While the year began with uncertainty due to the pandemic, the strong leadership decisions taken by our executive management team both in 2020 and in 2021 when the opportunity for limited reopenings arose positioned us to emerge from difficult times on a solid footing. Accordingly, to reward these efforts, in March 2022, the Compensation Committee reviewed the company’s and the named executive officers’ performance during 20142021 and awarded cash performance bonuses to each of the namedour executive officers based onrestricted stock grants in lieu of their foregone bonus opportunities, as detailed below. Since these restricted stock grants were made in 2022, they are considered compensation for 2022 under the achievement of pre-established targets, which were based onSEC’s executive compensation rules, and are not included in the 2021 Summary Compensation Table, but will instead be included as compensation in our achievement of Adjusted Operating Income targets onproxy statement next year. In a pro forma, constant-currency basis (both company-wide and, where applicable, divisional). In general,typical year, annual cash bonus eligibility for the named executive officers’ key reports wasis also based on Adjusted Operating Income in order to encourage a coordinated approach to managing the company consistent with our compensation philosophy.pro formapro-forma and constant-currency 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 businesses separate from non-operational factors that affect net income, thus providing insights into both operations and the other factors that affect reported results.In March 2015, eachofficer wasofficers were awarded a cash performance bonus in respect of 2021, as the company’s operations were still largely shut down at the beginning of 2021 due to the COVID-19 pandemic, and thus establishing meaningful performance goals was impracticable at such time. The contractual cash performance bonus opportunity for each of our executive officers in 2014a typical year is as follows:(a) an annual cash performance bonus with a target amount equal to 100%200% of his highest base salary paid during the calendar year in which the bonus was earned (with a range to be established for achievement above or below such target). As noted above, no performance criteria or target bonus amount was set in 2021 due to the COVID-19 pandemic, and (b) an annual cash exceptional performance bonus with a target amount equal to an additional 100% of his highest base salary paid during the calendar year in which the bonus was earned. Mr. Rapino’s performance bonus eligibility for 2014 was based on the achievement of company Adjusted Operating Income, and his exceptional performance bonus eligibility for 2014 was based on the achievement of Adjusted Operating Income for our global sponsorship and advertising business. In January 2014, the Compensation Committee set for Mr. Rapino (a)was not awarded a targetcash performance bonus. On March 3, 2022, Mr. Rapino was awarded 92,545 shares of restricted stock to reward his strong leadership through our reopening in 2021 and in recognition that he was not provided his contractual cash performance bonus opportunity for 2021. These restricted shares are considered 2022 compensation under the SEC’s rules.$2.3 million, based on the achievement of $540 million of company Adjusted Operating Income for the year, with the actual bonus to range (i) between $1.725 million and $2.3 million for achievement of between 90% and 100% of such performance target and (ii) between $2.3 million and $4.6 million for achievement of between 100% and 110% of such performance target, in each case scaled based on straight-line interpolation, and (b) a target cash exceptional performance bonus of an additional $2.3 million, based on the achievement of $213 million of global sponsorship and advertising Adjusted Operating Income for the year, with the actual bonus to range between $2.07 million and $2.3 million for achievement of between 90% and 100% of such performance target.ContentsIn March 2015, the Compensation Committee determined that (i) the company had achieved 104% of its Adjusted Operating Income performance target, and (ii) global sponsorship and advertising had achieved 100% of its Adjusted Operating Income performance target, in each case on a pro forma, constant currency basis. Accordingly, the Compensation Committee awarded Mr. Rapino (i) a cash performance bonus of $3,220,000, representing 140% of his targeted cash performance bonus for 2014 and (ii) a cash exceptional performance bonus of $2,300,000, representing 100% of his targeted cash exceptional performance bonus for 2014, for an aggregate cash performance bonus for 2014 of $5,520,000.Mr. Berchtold’s cash bonus eligibility for 2014 was based on the achievement of company Adjusted Operating Income. In January 2014, the Compensation Committee set aAs noted above, no performance criteria or target bonus of $1,100,000 foramount was set in 2021 due to the COVID-19 pandemic, and Mr. Berchtold based on the achievement of $540 million of company Adjusted Operating Income for the year, with the actual bonus to range between $990,000 and $1,100,000 for achievement of between 90% and 100% of such performance target, scaled based on straight-line interpolation.In March 2015, the Compensation Committee determined that the company had achieved 104% of its Adjusted Operating Income performance target on a pro forma, constant currency basis. As a result, the Compensation CommitteeHopmans was not awarded Mr. Berchtold a cash performance bonusbonus. On March 3, 2022, Mr. Hopmans was awarded 23,479 shares of $1,100,000 for 2014, representing 100% ofrestricted stock to reward his targeted cash bonus.Brian Capo. Under the terms ofstrong leadership through our reopening in 2021 and in recognition that he was not provided his employment agreement, Mr. Capo is eligible to receive an annualcontractual cash performance bonus with a target equal to 30% of his base salary based onopportunity for 2021. These restricted shares are considered 2022 compensation under the achievement of performance targets established by the Compensation Committee. Mr. Capo’s cash bonus eligibility for 2014 was based on the achievement of company Adjusted Operating Income. In January 2014, the Compensation Committee set a target bonus of $90,000 for Mr. Capo based on the achievement of $540 million of company Adjusted Operating Income for the year, with the actual bonus to range between $81,000 and $90,000 for achievement of between 90% and 100% of such performance target, scaled based on straight-line interpolation.SEC’s rules.In March 2015, the Compensation Committee determined that the company had achieved 104% of its Adjusted Operating Income performance target on a pro forma, constant currency basis. As aresult, the Compensation Committee awarded Mr. Capo a cash performance bonus of $90,000 for 2014, representing 100% of his targeted cash bonus. In addition, the Compensation Committee awarded Mr. Capo a discretionary bonus of $60,000 in recognition of his efforts and contributions in connection with the company’s high level of acquisition activity in 2014.Mr. Rowles’ cash bonus eligibility for 2014 was based on the achievement of company Adjusted Operating Income. In January 2014, the Compensation Committee set aAs noted above, no performance criteria or target bonus of $750,000 foramount was set in 2021 due to the COVID-19 pandemic, and Mr. Rowles based on the achievement of $540 million of company Adjusted Operating Income for the year, with the actual bonus to range between $675,000 and $750,000 for achievement of between 90% and 100% of such performance target, scaled based on straight-line interpolation.In March 2015, the Compensation Committee determined that the company had achieved 104% of its Adjusted Operating Income performance target on a pro forma, constant currency basis. As a result, the Compensation Committeewas not awarded Mr. Rowles a cash performance bonusbonus. On March 3, 2022, Mr. Rowles was awarded 10,283 shares of $750,000 for 2014, representing 100% ofrestricted stock to reward his targeted cash bonus.Kathy Willard. Under the terms of her employment agreement, Ms. Willard is eligible to receive an annualstrong leadership through our reopening in 2021 and in recognition that he was not provided his contractual cash performance bonus with a target equal to 100% of her base salary based onopportunity for 2021. These restricted shares are considered 2022 compensation under the achievement of performance targets established by the Compensation Committee. Ms. Willard’s cash bonus eligibility for 2014 was based on the achievement of company Adjusted Operating Income. In January 2014, the Compensation Committee set a target bonus of $850,000 for Ms. Willard based on the achievement of $540 million of company Adjusted Operating Income for the year, with the actual bonus to range between $765,000 and $850,000 for achievement of between 90% and 100% of such performance target, scaled based on straight-line interpolation.SEC’s rules.In March 2015, the Compensation Committee determined that the company had achieved 104% of its Adjusted Operating Income performance target on a pro forma, constant currency basis. As a result, the Compensation Committee awarded Ms. Willard a cash performance bonus of $850,000 for 2014, representing 100% of her targeted cash bonus.For further discussion of the named executive officers’ cash performance bonuses, see “Executive Compensation Tables—2014 Summary Compensation Table” and “—2014 Grants of Plan-Based Awards” below.during 2014 wereare granted under our stock incentive plans and approved by the Compensation Committee.·stock options;·restricted stock;·restricted stock units;·deferred stock;·stock appreciation rights; and·performance-based cash and equity awards.Long-term2014Michael Rapino. On January 15, 2014, as part of a broader set of grants2021certain of ourits executive officers, with the vesting of such awards tied to the achievement of an Adjusted Operating Income target and 50% of such awards vesting after one year and the other key employees,50% vesting after two years if the target is met. However, given that our operations were still largely shut down at the beginning of 2021 due to the COVID-19 pandemic, and the related uncertainty as to what level of activity the company would have, if any, during the year, no such awards targeted to Adjusted Operating Income were granted in 2021; instead, the following time-based equity awards were made:150,000112,900 shares of restricted common stock. The award was comprisedstock, with 50% of two separate grants:·100,000 restricted shares, which were to vest as follows: (i) if the company achieved $540 million or more of Adjusted Operating Income in 2014, then 50,000 of such shares were to have vested on March 31, 2015 and the remaining 50,000 of such shares were to vest on March 31, 2016, (ii) if the company achieved less than $486 million in Adjusted Operating Income in 2014, then all 100,000 of such shares were to have been forfeited and (iii) if the company achieved at least $486 million but less than $540 million in Adjusted Operating Income in 2014, then a percentage of such shares were to have vested in accordance with a straight-line scale, with half vesting on March 31, 2015 and the other half vesting on March 31, 2016 (with any remaining portion of the 100,000 shares forfeited).In March 2015, the Compensation Committee determined that, on a pro forma, constant currency basis, 104% of the company Adjusted Operating Income target had been achieved. As a result, 50,000 of these shares vested on March 31, 2015to vest after one year and the remaining 50,00050% to vest after two years. On March 31, 2022, 50% of the shares of restricted stock vested, and the remainder will vest on March 31, 2016,2023, subject to Mr. Rapino’s continued employment with the company.·50,000 restricted On August 18, 2021, Mr. Rapino was granted 5,500 shares of restricted stock, which were to vest as follows: (i) if three key milestones established by the Compensation Committee with respect to Ticketmaster’s technology replatforming project were all achieved in their entirety by the end of 2014, then 25,000 of such shares were to have vested on March 31, 2015 and the remaining 25,000 of such shares were to vest on March 31, 2016, and (ii) if any of the milestones had not been achieved by the end of 2014, then all 50,000 of such shares were to have been forfeited.In March 2015, the Compensation Committee determined that all of the key milestones had been achieved as originally established, 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 replatforming project. As a result, 25,000 of these shares vested on February 15, 2022.31, 20155, 2021, Mr. Berchtold was granted 40,200 shares of restricted stock, with 50% of such shares to vest after one year and the remaining 25,00050% to vest after two years. On March 31, 2022, 50% of the shares of restricted stock vested, and the remainder will vest on March 31, 2016, subject to Mr. Rapino’s continued employment with the company.Joe Berchtold. On January 15, 2014, in connection with the renegotiation and extension of his employment agreement, Mr. Berchtold was granted 750,000 stock options with an exercise price of $20.90 per share, representing the closing price on the date of grant, and 150,000 shares of restricted common stock. The stock options and shares of restricted stock each vest 25% on each of January 15, 2015, 2016, 2017 and 2018. The vesting of the stock options and shares of restricted stock are2023, subject to Mr. Berchtold’s continued employment with the company.Michael Rowles. On JanuaryAugust 18, 2021, Mr. Berchtold was granted 2,400 shares of restricted stock, which then vested on February 15, 2014, in connection2022.renegotiation and extensioncompany. On August 18, 2022, Mr. Capo was granted 350 shares of his employment agreement,restricted stock, which then vested on February 15, 2022.100,000 stock options with an exercise price of $20.90 per share, representing the closing price on the date of grant, and 25,000 shares of restricted common stock. The stock options and2,800 shares of restricted stock, eachwith 50% of such shares to vest 25% on eachafter one year and the remaining 50% to vest after two years. On March 31, 2022, 50% of January 15, 2015, 2016, 2017 and 2018. The vesting of the stock options and shares of restricted stock arevested, and the remainder will vest on March 31, 2023, subject to Mr. Rowles’ continued employment with the company. On August 18, 2022, Mr. Rowles was granted 1,450 shares of restricted stock, which then vested on February 15, 2022.January 15, 2014, in connection with the renegotiation and extension of her employment agreement,March 5, 2021, Ms. Willard was granted 300,000 stock options with an exercise price of $20.90 per share, representing the closing price on the date of grant, and 25,000 shares of restricted common stock. The stock options and34,900 shares of restricted stock, eachwith 50% of such shares to vest 25% on eachafter one year and the remaining 50% to vest after two years. On March 31, 2022, 50% of January 15, 2015, 2016, 2017 and 2018. The vesting of the stock options and shares of restricted stock are subject to Ms. Willard’s continued employment withvested, and the company.remainder will vest on March 31, 2023.paid holidays. We believe that our commitment to provide the above benefits recognizes that the health and well-being of our2014:·Mr. Rapino received an automobile allowance, a medical physical exam and reimbursements for the tax expense associated with such payments, both pursuant to the terms of his employment agreement (no such future tax expense reimbursements are payable as of June 1, 2014 under the terms of Mr. Rapino’s employment agreement amendment).·Mr. Berchtold received a company contribution under a 401(k) savings plan, tickets to Live Nation events and certain sporting events for certain friends and family members and a membership to theHouse of Blues Foundation Room.·Mr. Rowles received a company contribution under a 401(k) savings and tickets to Live Nation events for certain friends and family members.·Ms. Willard received a company contribution under a 401(k) savings plan and tickets to Live Nation and certain sporting events for certain friends and family members.2014.20142021 Summary Compensation Table” below.currently matchhave traditionally matched 50% of the employee’s first 5% of pay contributed to the plan, which contributions vest 50% after the employee’s second full year of service and 100%50% after the third full year of service, after which all matching contributions are fully vested at the time they are made. Our named executive officers receive contribution matches on the same terms and conditions as our other U.S. employees. In April 2020, due to circumstances related to the COVID-19 pandemic, we indefinitely suspended these contribution matches, which were subsequently resumed on January 1, 2022. Fidelity Investments is the independent plan trustee. As of December 31, 2014,2021, participants had the ability to direct contributions into specified mutual funds within the Fidelity family of funds, as well as other outside investment vehicles. Currently, our common stock is not an investment option under the plan. We believe that offering our employees, including our named executive officers, this additional vehicle for saving and generating earnings on their savings in a tax-deferred manner provides a valuable benefit that helps us to retain top talent.other than our Chief Financial Officer, who are referred to as the Covered Persons. However, performance-based compensation that meets certain requirements may be excluded from this $1 million limitation.In reviewing the effectiveness of our executive compensation program and determining whether to structure our compensation to avoid the imposition of this $1 million deduction limitation, the Compensation Committee considers the anticipated tax treatment to us and to the Covered Persons of various payments and benefits. However, the deductibility of certain compensation payments may depend, in part, upon the timing of vesting (or other tax events) arising in connection with certain other awards, as well as certain factors that may be beyond the Compensation Committee’s control. While the tax impact of any compensation arrangement is one factor to be considered in determining appropriate compensation, such impact is evaluated in light of the Compensation Committee’s overall compensation philosophy and objectives. For these and other reasons, including preservation of flexibility in compensating the named executive officers in a manner designed to promote varying corporate goals, the Compensation Committee did not, during 2014,2021, limit executive compensation to that which is deductible under Section 162(m) of the Internal Revenue Code and has not adopted a policy requiring all compensation to be structured in this manner.The Compensation Committee does consider various alternatives designed to preserve the deductibility of compensation and benefits to the extent reasonably practicable and to the extent consistent with our other compensation objectives, including the objective of retaining the discretion it deems necessary to compensate officers in a manner commensurate with performance and the competitive environment for executive talent. As appropriate or advisable, the Compensation Committee establishes specific annual performance criteria under our 2006 Annual Incentive Plan (as amended and restated) and/or our stock incentive plans in an effort to ensure deductibility of certain ofour named executive officers’ incentive compensation. The Compensation Committee may, however, continue to award compensation which may not be fully deductible if it determines that such compensation is consistent with our philosophy and is in our and our stockholders’ best interests.REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS amended report and irrespective of any general incorporation language in such filing.Mark CarletonTed EnloeCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 2014,2021, or at any other time, an officer or employee of Live Nation, and no member had any relationship arising in 2021 requiring disclosure under Item 404 of Regulation S-K promulgated by the SEC. None of our executive officers (i) serves as a member of the compensation committee of any other company of which any member of the Compensation Committee or board of directors is an executive officer, or (ii) serves as a member of the board of directors of any other company of which any member of the Compensation Committee is an executive officer.EXECUTIVE COMPENSATION TABLES 2014, 20132021, 2020 and 2012.2019.
Principal Position Year Salary
($)(1) Bonus
($) Stock
Awards
($)(2) Option
Awards
($)(2) Non-Equity
Incentive Plan
Compensation
($)(3) All Other
Compensation
($)(4) Total
($) 2014 2,300,000 — 3,135,000 — 5,520,000 81,112 11,036,112 2013 2,300,000 — 1,753,500 — 4,830,000 52,119 8,935,619 2012 2,200,000 243,281(5) 2,595,000 18,994,846(6) 4,400,000 46,408 28,479,535 2014 1,100,000 — 3,135,000 6,738,989 1,100,000 32,471 12,106,460 2013 750,000 — 235,179 696,320 750,000 14,097 2,445,596 2012 666,250 — 314,392 — 666,250 — 1,646,892
Officer(7) 2014 300,000 60,000(8) — — 90,000 — 450,000 2013 280,000 — — — 84,000 11,000 375,000 2014 750,000 — 522,500 898,532 750,000 16,260 2,937,292 2013 667,013 — 283,658 247,708 667,013 — 1,865,392 2012 635,250 — 299,766 — 635,250 — 1,570,266 2014 850,000 — 522,500 2,695,596 850,000 23,848 4,941,944 2013 727,650 — 228,177 675,568 727,650 10,711 2,369,756 2012 693,000 — 327,017 — 693,000 — 1,713,017 Name and Principal Position Year 2021 2,562,500 — 10,584,334 — — 695,630 13,842,464 2020 1,662,500 — 2,902,991 — — 216,019 4,781,510 2019 3,000,000 — — — 11,400,000 163,122 14,563,122 2021 1,108,645 — 3,804,450 — — 123,821 5,036,916 2020 799,596 — 628,988 — — 73,049 1,501,633 2019 1,300,000 — — — 2,600,000 126,441 4,026,441 2021 336,995 350,000 207,925 — — — 894,920 2020 283,227 — 121,520 — — — 404,747 2019 354,500 — 85,155 — 177,250 — 616,905 2021 838,557 — 145,566 — — — 984,123 2021 683,333 — 368,730 — — 54,212 1,106,275 2020 493,333 — 243,040 — — 11,559 747,932 2019 800,000 — 204,372 208,608 800,000 37,062 2,050,042 2021 336,458 — 3,134,369 — — — 3,470,827 (former) 2020 584,713 — 1,838,598 — — 108,434 2,531,745 2019 950,000 — 726,315 243,441 950,000 72,056 2,941,812 * The total compensation shown is calculated in accordance with Item 402 of Regulation S-K. (1) The amounts reflected in the table represent the actual amounts paid to the named executive officers in the applicable year and are not annualized. (2) The amounts listed are equal to the aggregate grant date fair value computed in accordance with ASC 718. Additional information related to the calculation of the compensation cost is set forth in Note 1114 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2014.2021. All of these awards were granted under our stock incentive plans.(3) The amounts set forth in this column for 20142019 reflect a cash performance bonus that was paid in 20152020 but was earned based upon obtaining 20142019 financial performance goals. After the performance bonus amounts were determined and approved by the Compensation Committee, but prior to their payment, in light of the evolving circumstances relating to the coronavirus, or COVID-19, each of Messrs. Rapino, Berchtold and Rowles and Ms. Willard agreed with the company to defer payment of the entire amount, and Mr. Capo agreed to defer payment of half of the amount, until the third quarter of 2020. No cash performance bonuses constituting Non-Equity Incentive Plan Compensation were awarded to any named executive officer for 2020 and 2021. For further discussion of these bonus payments, see the Compensation Discussion and Analysis section of this proxy statement.(4) The amounts for 20142021 represent (i) for Mr. Rapino, personal use of private aircraft of $505,917, personal security provided at his residence and during personal travel of $97,235, an automobile allowance of $49,670, a$75,000, an annual medical exam, and certain gifts and tickets to an exhibition, including tax gross-up paymentpayments of $1,372 relating to such automobile allowance, a medical physical exam and a tax gross-up payment of $12,414 relating to such medical physical exam,$2,006; (ii) for Mr. Berchtold, tickets to Live Nationcertain sporting industry events of $75,224, incidental travel-related costs for certain friends and family members tickets to certain sporting events valued at $16,800, a company contribution under a 401(k) savings plan, and a membership to theHouse of Blues Foundation Room, (iii) for Mr. Rowles a company contribution under a 401(k) savings plan$44,345 and tickets to Live Nation events for certain friends and family members, and (iv)(iii) for Ms. Willard a company contribution under a 401(k) savings plan,Mr. Rowles, tickets to Live Nation events for certain friends and family members of $54,212. Messrs. Capo and tickets to certain sporting events. Mr. CapoHopmans and Ms. Willard did not receive perquisites and personal benefits aggregating to more than $10,000 during 2014.2021.(5) In 2011,The amount for 2021 represents a bonus advance to Mr. Rapino had voluntarily waivedCapo. Repayment of this bonus advance will be required from any future bonus payments to Mr. Capo, with a contractual salary increaseminimum of $100,000. In August 2012, in recognition75% of such bonuses to go toward reduction of the company’s strong performance in 2011advance, and full repayment of any outstanding amounts of the bonus advance required upon Mr. Rapino’s significant contributions to such performance,Capo's departure from the Compensation Committee paidcompany. On November 30, 2021, Mr. RapinoCapo was awarded a cash bonus of $243,281, consisting$200,000, the full amount of (i) $240,000, representing the additional amount that would have been included in Mr. Rapino’s 2011which was offset against this bonus had he not voluntarily waived the salary increaseadvance, leaving a balance of $100,000, and (ii) $3,281, representing accrued interest on the $240,000 amount from March 31, 2012 (the date on which 2011 bonuses were approved) through the date of actual payment of the additional $240,000.$150,000 at fiscal year end to be recouped against future bonuses.(6) Represents the aggregate grant date fair value computed in accordance with ASC 718 of a one-time award of 3,600,000 stock options awarded to Mr. Rapino in connection with the renewal of his employment contract.(7)Mr. CapoHopmans became a named executive officer effective July 1, 2021. The amounts reflected in the table are for the first timefull year.(7) Ms. Willard stepped down from the Chief Financial Officer position effective June 30, 2021. The 2021 amounts reflected in 2013 and, accordingly, summary compensation information is only provided for 2013 and 2014.the table are from January 1, 2021 through June 30, 2021.(8)Represents a discretionary bonus awarded to Mr. Capo in recognition of his efforts and contributions in connection with the company’s high level of acquisition activity in 2014.20142021 to the named executive officers. Grant
Date Measurement
Date
equity Incentive Plan Awards Estimated Future Payouts Under
Equity Incentive Plan Awards (1) All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#) (1) Grant Date
Fair Value of
Stock and
Option
Awards
($) (2) Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) Michael Rapino 1/15/14 — 1,725,000 4,600,000 6,900,000 — — — — — 1/15/14 — — — — 90,000 (3) 100,000 (3) — — 2,090,000 1/15/14 — — — — — 50,000 (3) — — 1,045,000 Joe Berchtold 1/15/14 — 990,000 1,100,000 — — — — — — 1/15/14 — — — — — — — 150,000 (4) 3,135,000 1/15/14 — — — — — — — 750,000 (5) 6,738,989 Brian Capo 1/15/14 — 81,000 90,000 — — — — — — Michael Rowles 1/15/14 — 675,000 750,000 — — — — — — 1/15/14 — — — — — — — 25,000 (4) 522,500 1/15/14 — — — — — — — 100,000 (5) 898,532 Kathy Willard 1/15/14 — 765,000 850,000 — — — — — — 1/15/14 — — — — — — — 25,000 (4) 522,500 1/15/14 — — — — — — — 300,000 (5) 2,695,596 Name Estimated Future Payouts Under Non-equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards Exercise or Base Price of Option Awards ($/Sh) Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Michael Rapino 3/5/21 — — — — — — — — 10,139,549 8/18/21 — — — — — — — — 444,785 Joe Berchtold 3/5/21 — — — — — — — — 3,610,362 8/18/21 — — — — — — — — 194,088 Brian Capo 3/5/21 — — — — — — — — 179,620 8/18/21 — — — — — — — — 28,305 John Hopmans 8/18/21 — — — — — — — — 145,566 Michael Rowles 3/5/21 — — — — — — — — 251,468 8/18/21 — — — — — — — — 117,262 3/5/21 — — — — — — — — 3,134,369 (1) The amounts reflect the number of stock options or shares of restricted stock or stock options granted under our stock incentive plans.(2) The dollar values of stock option and restricted stock awards disclosed in this column are equal to the aggregate grant date fair value computed in accordance with ASC 718. A discussion of the assumptions used in calculating the grant date fair value is set forth in Note 1114 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2014.2021.(3) Mr. Rapino’s 100,000-share and 50,000-shareThese restricted stock awards each vested 50% on March 31, 2015, in connection2022 with our achievement of the financial performance target and the operational target, respectively, established by the Compensation Committee, and the remaining 50% of each of the awards will vestvesting on March 31, 2016, subject to Mr. Rapino’s continued employment with the company.2023.(4) These restricted stock awards each vested 25% on JanuaryFebruary 15, 2015, with 25% to vest on each of January 15, 2016, 2017 and 2018, subject to each executive’s continued employment with the company.2022.(5) These stock option awards each vested 25% onMs. Willard stepped down from the Chief Financial Officer position effective June 30, 2021. The table reflects grants from January 15, 2015, with 25% to vest on each of January 15, 2016, 2017 and 2018, subject to each executive’s continued employment with the company.1, 2021 through June 30, 2021.2014 granted to each2021.Option Awards Stock Awards Name Michael Rapino 500,000 — — 8.71 8/2022 — — — — 3,600,000 — — 8.77 12/2022 — — — — 150,000 — — 25.33 1/2025 — — — — 282,024 — — 19.36 2/2026 — — — — 195,578 — — 29.03 3/2027 — — — — — — — — — 24,500 2,932,405 — — — — — — — 24,500 2,932,405 — — — — — — — 24,500 2,932,405 — — — — — — — 24,500 2,932,405 — — — — — — — 308,000 36,864,520 — — — — — — — 140,000 16,756,600 — — — — — — — 84,000 10,053,960 — — — — — — — 100,800 12,064,752 — — — — — — — 95,200 11,394,488 — — — — — — — 112,000 13,405,280 — — — — — — — 504,000 60,323,760 — — — — — — — 112,900 13,513,001 — — — — — — — 5,500 658,295 — — Joe Berchtold 357,300 — — 20.90 1/2024 — — — — 44,403 — — 25.33 1/2025 — — — — 134,881 — — 19.36 2/2026 — — — — 93,537 — — 29.03 3/2027 — — — — — — — — — 15,000 1,795,350 — — — — — — — 15,000 1,795,350 — — — — — — — 15,000 1,795,350 — — — — — — — 15,000 1,795,350 — — — — — — — 165,000 19,748,850 — — — — — — — 75,000 8,976,750 — — — — — — — 45,000 5,386,050 — — — — — — — 54,000 6,463,260 — — — — — — — 51,000 6,104,190 — — — — — — — 60,000 7,181,400 — — — — — — — 240,000 28,725,600 — — — — — — — 40,200 4,811,538 — — — — — — — 2,400 287,256 — — Brian Capo 5,000 — — 25.33 1/2025 — — — — — — — — — 375 44,884 — — — — — — — 750 89,768 — — — — — — — 1,500 179,535 — — — — — — — 2,000 239,380 — — — — — — — 350 41,892 — — Option Awards Stock Awards Name John Hopmans 111,000 — — 25.33 01/2025 — — — — 83,480 — — 29.03 03/2027 — — — — 35,280 — — 44.05 03/2028 — — — — 150,000 150,000 — 56.77 02/2029 — — — — — — — — — 12,500 1,496,125 — — — — — — — 1,800 215,442 — — Michael Rowles 46,673 — — 11.69 3/2023 — — — — 100,000 — — 20.90 1/2024 — — — — 35,000 — — 24.96 3/2025 — — — — 91,964 — — 19.36 2/2026 — — — — 63,776 — — 29.03 3/2027 — — — — 14,375 — — 44.05 3/2028 — — — — 5,500 5,500 — 56.77 2/2029 — — — — — — — — — 1,800 215,442 — — — — — — — 3,000 359,070 — — — — — — — 2,800 335,132 — — — — — — — 1,450 173,551 — — 127,290 — — 11.69 3/2023 — — — — 300,000 — — 20.90 1/2024 — — — — 34,311 — — 25.33 1/2025 — — — — 104,226 — — 19.36 2/2026 — — — — 72,279 — — 29.03 3/2027 — — — — 50,000 — — 44.06 12/2027 — — — — 34,140 — — 44.05 3/2028 — — — — 13,775 — — 56.77 2/2029 — — — — — — — — — 34,900 4,177,181 — — (1) The following table provides information with respect to our named executive officers’ unvested stock options as of December 31, 2014.2021. Michael
Rapino Joe
Berchtold Michael
Rowles Kathy
Willard — 187,500 25,000 75,000 — 65,600 23,337 63,645 113,150 31,525 9,325 20,375 125,000 — — — 720,000 — — — — 187,500 25,000 75,000 125,000 — — — 720,000 — — — — 187,500 25,000 75,000 720,000 — — — — 187,500 25,000 75,000 2,523,150 847,125 132,662 384,020 Vesting Date Michael Rapino Joe Berchtold Brian Capo John Hopmans Michael Rowles Kathy Willard February 2022 — — — 75,000 2,750 — February 2023 — — — 75,000 2,750 — Total — — — 150,000 5,500 — (2) The following table provides information with respect to our named executive officers’ earned but unvested restricted and deferred stock awards as of December 31, 2014 (including awards earned as of March 31, 2015 in respect of performance for the year ended December 31, 2014).2021. Michael
Rapino Joe
Berchtold Brian
Capo Michael
Rowles Kathy
Willard — 37,500 1,250 6,250 6,250 150,000 21,230 — 14,231 21,380 — — — 3,213 — 31,175 8,675 — 2,575 5,600 37,500 — — — — — 37,500 1,250 6,250 6,250 75,000 — — — — — — — 3,213 — 37,500 — — — — — 37,500 — 6,250 6,250 — — — 3,214 — — 37,500 — 6,250 6,250 331,175 179,905 2,500 51,446 51,980 Vesting Date Michael Rapino Joe Berchtold Brian Capo John Hopmans Michael Rowles Kathy Willard January 2022 56,000 — — — — — February 2022 44,000 2,400 1,225 8,050 3,350 — March 2022 59,950 20,100 1,375 — 1,400 17,450 May 2022 40,600 — — — — — July 2022 11,900 — — — — — August 2022 3,500 — — — — — September 2022 17,500 — — — — — November 2022 3,500 — — — — — December 2022 1,267,000 750,000 — — — — February 2023 — — 875 6,250 1,900 — March 2023 56,450 20,100 1,000 — 1,400 17,450 February 2024 — — 500 — 1,000 — Total 1,560,400 792,600 4,975 14,300 9,050 34,900 (3) Market value of restricted stock grants is determined by using the closing price of $26.11$119.69 per share for our common stock on December 31, 2014,2021, the last business day of the 20142021 fiscal year. The amounts indicated are not necessarily indicative of the amounts that may be realized by our named executive officers if and when these awards vest, due to potential fluctuations in the value of our common stock.(4) Ms. Willard stepped down from the Chief Financial Officer position effective June 30, 2021. The table reflects outstanding equity awards as of June 30, 2021. Option Awards Stock Awards Number of
Shares Acquired
on Exercise
(#) Value Realized
on Exercise
($) Number of
Shares Acquired
on Vesting
(#)(1) Value Realized
on Vesting
($)(1) — — 579,167 13,768,162 — — 29,872 668,454 — — 5,000 104,000 — — 98,544 2,096,885 — — 105,827 2,256,723 Option Awards Stock Awards Name Number of Shares Acquired on Exercise
(#)Value Realized on Exercise
($)Michael Rapino 452,600 34,465,490 247,377 21,855,876 510,000 35,963,036 25,000 2,628,500 — — 1,875 163,899 29,000 1,972,793 7,350 641,111 37,300 2,898,583 8,150 824,483 81,500 6,214,597 6,397 541,506 (1) Represents gross shares and related value acquired on vesting, before shares withheld for tax purposes. (2) Upon the vesting of Mr. Rapino’sBerchtold’s restricted stock awards, 296,73813,163 shares of our common stock with an aggregate value on vesting of $7,055,790$1,383,958 were withheld to satisfy tax withholding obligations.(3) Upon the vesting of Mr. Berchtold’sCapo’s restricted stock awards, 12,494505 shares of our common stock with an aggregate value on vesting of $281,488$44,180 were withheld to satisfy tax withholding obligations.(4) Upon the vesting of Mr. Capo’sHopmans’ restricted stock awards, 1,6342,762 shares of our common stock with an aggregate value on vesting of $33,956$240,923 were withheld to satisfy tax withholding obligations.(5) Upon the vesting of Mr. Rowles’ restricted stock awards, 44,6993,819 shares of our common stock with an aggregate value on vesting of $953,623$389,201 were withheld to satisfy tax withholding obligations.(6) Upon the vesting of Ms. Willard’s restricted stock awards, 53,2843,369 shares of our common stock with an aggregate value on vesting of $1,137,012$285,186 were withheld to satisfy tax withholding obligations. Ms. Willard stepped down from the Chief Financial Officer position effective June 30, 2021. The table reflects activity from January 1, 2021 through June 30, 2021. Termination w/o
Cause
($) Termination w/Good
Reason
($) Death
($) Disability
($)(2) Change in
Control
($) Michael Rapino Severance (3) 19,090,000 19,090,000 11,960,000 11,960,000 — Equity Awards(3)(4) 39,626,490 39,626,490 52,111,290 52,111,290 52,111,290 Medical Benefits(3) 50,000 50,000 — — — Total 58,766,490 58,766,490 64,071,290 64,071,290 52,111,290 Joe Berchtold Severance(5) 4,400,000 4,400,000 1,100,000 1,100,000 — Equity Awards(4)(5) 10,013,243 10,013,243 10,013,243 10,013,243 10,013,243 Total 14,413,243 14,413,243 11,113,243 11,113,243 10,013,243 Brian Capo Severance(6) 225,000 225,000 — — — Equity Awards(4) — — 65,275 — 65,275 Total 225,000 225,000 65,275 — 65,275 Michael Rowles Severance(7) 3,000,000 3,000,000 750,000 750,000 — Equity Awards(4)(7) 2,337,572 2,337,572 2,337,572 2,337,572 2,337,572 Total 5,337,572 5,337,572 3,087,572 3,087,572 2,337,572 Kathy Willard Severance(8) 3,400,000 3,400,000 850,000 850,000 — Equity Awards(4)(8) 4,136,860 4,136,860 4,136,860 4,136,860 4,136,860 Total 7,536,860 7,536,860 4,986,860 4,986,860 4,136,860 Name Michael Rapino 6,000,000 6,000,000 3,000,000 3,000,000 — 186,764,276 186,764,276 186,764,276 186,764,276 186,764,276 180,000 180,000 — — — Total 192,944,276 192,944,276 189,764,276 189,764,276 186,764,276 Joe Berchtold 2,600,000 2,600,000 — — — 94,866,294 94,866,294 94,866,294 94,866,294 94,866,294 Total 97,466,294 97,466,294 94,866,294 94,866,294 94,866,294 Brian Capo 272,625 272,625 — — — — — 595,458 — 595,458 Total 272,625 272,625 595,458 — 595,458 John Hopmans 1,963,450 1,963,450 — — — 11,149,567 11,149,567 11,149,567 11,149,567 11,149,567 Total 13,113,017 13,113,017 11,149,567 11,149,567 11,149,567 Michael Rowles 1,600,000 1,600,000 — — — 1,590,836 1,590,836 1,590,836 1,590,836 1,590,836 Total 3,190,836 3,190,836 1,590,836 1,590,836 1,590,836 (1) All benefits are calculated as if these events were to occur on December 31, 2014,2021, the last business day of the 20142021 fiscal year, as required under the applicable rules. Each named executive officer legally is entitled to receive his or her accrued and unpaid base salary (including accrued paid time-off) upon any termination, including a termination for “cause.” Consequently, this table reflects only the additional compensation the named executive officers would receive upon termination by virtue of company policy or such officer’s employment agreement. In certain circumstances (as explained in the footnotes below) a named executive officer would be entitled to a pro-rated cash performance bonus forbased on the yearmost recent forecast available at the time of termination, which for purposes of this table would be for 2014. For presentation purposes, in those instances, the severance amounts shown include the full 2014 performance bonus that was actually received by such officer and which has already been included in the 2014 Summary Compensation Table, which performance bonus would not have actually been paid as shown in such table in that instance since, in this hypothetical presentation, the termination would have been as of the last business day of the year (i.e., there would be no duplicative payments of such amounts); the full bonus is shown since pro-ration would be negligible.2021. Benefits reflected in the table are estimates; the actual benefit payable is determined upon termination. For definitions of “cause” and “good reason” applicable to the named executive officers and a description of the payment schedules applicable to the payments summarized in this table, see “Named Executive Officer Employment Agreements”Agreements & Other Compensation Information” below.(2) Upon disability, generally, each named executive officer’s stock options would continue to vest, and the restrictions on any restricted stock awards would continue to lapse, in accordance with their terms. (3) If Mr. Rapino’s employment is terminated by him for “good reason” or he is terminated by us without “cause,” provided he signs a general release of claims, he would receive (i) consideration of $19,090,000$6,000,000 (which represents the Rapino Company Severance ($14,260,000)6,000,000), as defined below under “Named Executive Officer Employment Agreements—Agreements & Other Compensation Information—Michael Rapino,” and his 20132020 performance and exceptional performance bonusesbonus ($4,830,000)0), (ii) the acceleration of all stock options, (but only two years’ acceleration for the First Amendment Option Grant) and restricted stock awards and performance stock awards and (iii) continuationa payment of medical benefits$5,000 per month for a period ofup to three years not to exceed $16,667 per year.in respect of continued medical coverage.(4) In the event of either a “change in control” or the death of an officer, the officer’s outstanding unvested stock options and shares of restricted stock granted under the Live Nation or Ticketmaster stock incentive planplans would immediately vest in their entirety pursuant to the terms of the applicable grant agreements (applicable to all employees generally). The values of accelerated stock options and restricted shares are based upon the closing sale price of our common stock on December 31, 20142021 of $26.11,$119.69, but exclude stock options where the exercise price exceeds the closing sale price of our common stock on such date.(5) If Mr. Berchtold’s employment is terminated by him for “good reason” or by us without “cause,” provided he signs a general release of claims, he would receive (i) consideration of $4,400,000$2,600,000 (representing $3,300,000$2,600,000 in salary payout and $1,100,000 for his 20142021 performance bonus)bonus ($0)) and (ii) the acceleration of all stock options, restricted stock awards and restrictedperformance stock awards. If Mr. Berchtold’s employment is terminated due to his death or disability, he would receive $1,100,000,$0, representing his performance bonus for 2014.2021.(6) If Mr. Capo’s employment is terminated by him for “good reason” or by us without “cause,” provided he signs a general release of claims, he would receive consideration of $225,000$272,625, representing a salary payout.(7) If Mr. Hopmans’ employment is terminated by him for “good reason” or by us without “cause,” provided he signs a general release of claims, he would receive (i) consideration of $1,963,450 (representing $1,963,450 in salary payout and his 2021 performance bonus ($0)) and (ii) the acceleration of all stock options and restricted stock awards. If Mr. Hopmans’ employment is terminated due to his death or disability, he would receive $0, representing his performance bonus for 2021. (8) If Mr. Rowles’ employment is terminated by him for “good reason” or by us without “cause,” provided he signs a general release of claims, he would receive (i) consideration of $3,000,000$1,600,000 (representing $2,250,000$1,600,000 in salary payout and $750,000 for his 20142021 performance bonus)bonus ($0)) and (ii) the acceleration of all stock options and restricted stock awards. If Mr. Rowles’ employment is terminated due to his death or disability, he would receive $750,000,$0, representing his performance bonus for 2014.2021.(8)If Ms. Willard’s employment is terminated by her for “good reason” or by us without “cause,” provided she signs a general release of claims, she would receive (i) consideration of $3,400,000 (representing $2,550,000 in salary payout and $850,000 for her 2014 performance bonus) and (ii) the acceleration of all stock options and restricted stock awards. If Ms. Willard’s employment is terminated due to her death or disability, she would receive $850,000, representing her performance bonus for 2014.Agreements”Agreements & Other Compensation Information” below.merger, undermerger. In December 2017, we entered into a new employment agreement with Mr. Rapino (the “Rapino 2017 Agreement”), which was effective as of November 1, 2017. Pursuant to his employment agreement, Mr. Rapino serves as our President and Chief Executive Officer, and a member of our board of directors for as long as he remains an officer of the company. This agreement was amended in December 2012, and theThe term of the agreement as amendedRapino 2017 Agreement ends on December 31, 2017.Under2022.employment agreement prior to its amendment,Rapino 2017 Agreement, Mr. Rapino receivedreceives a base salary of $2,200,000$3,000,000 per year, for 2012. Pursuant to the amendment, Mr. Rapino received a base salary of $2,300,000 per year for 2013 and 2014, with no guaranteed annual minimum increases. (a) an annual cash performance bonus with a target amount equal to 100%200% of his highest base salary paid during the calendar year in which the bonus was earned and (b) an annual cash exceptional performance bonus with(with a target amount equalrange to an additional 100% of his highest base salary paid during the calendar year in which the bonus was earned (each subject to increasesbe established for achievement above or decreases based on actual performance, determined by reference to the achievement of performance targets established by the Compensation Committee)below such target). On December 10, 2012, in connection with his execution of the amendment to his employment agreement, Mr. Rapino received a grant of 3,600,000 stock options, which vest ratably in equal installments on the first, second, third, fourth and fifth anniversaries of the grant date at a per share exercise price of $8.77, representing the closing price of the company’s common stock on the date of grant, referred to as the First Amendment Option Grant.employment agreement,Rapino 2017 Agreement, Mr. Rapino is entitled to receive an annual car allowance in an amount not to exceed $60,000$75,000 per year.employment agreementRapino 2017 Agreement (i) will terminate upon Mr. Rapino’s death, (ii) may be terminated by us upon Mr. Rapino’s disability, (iii) may be terminated by us at any time (a) without “cause” (as defined below) or (b) for “cause,” subject to Mr. Rapino’s right in some cases to cure and provided that at least a majority of the board of directors first determines that “cause” exists and (iv) may be terminated by Mr. Rapino at any time (a) without “good reason” (as defined below) or (b) with “good reason,” subject in some cases to our right to cure.·accrued and unpaid base salary;·a pro-rated performance bonus and a pro-rated exceptional performance bonus for the current year, along with any such bonuses that may have been earned for the prior year but not yet paid;·accrued and unused vacation pay;·unreimbursed expenses;·a cash payment equal to the sum of his base salary and an amount equal to his most recent performance and exceptional performance bonuses for the year prior to termination; and·acceleration of vesting of all of his equity awards and the extension of their exercisability for one year following the date of termination.·accrued and unpaid base salary;·a pro-rated performance bonus and a pro-rated exceptional performance bonus for the current year, along with any such bonuses that may have been earned for the prior year but not yet paid;·accrued and unused vacation pay; and·unreimbursed expenses.·unpaid base salary;·a pro-rated performance bonus and a pro-rated exceptional performance bonus for the current year, along with any such bonuses that may have been earned for the prior year but not yet paid;·accrued and unused vacation pay;·unreimbursed expenses; and·a cash payment, referred to as the Rapino Company Severance, equal to (i) the sum of Mr. Rapino’s base salary and the performance and exceptional performance bonuses paid to Mr. Rapino for the year prior to the year in which the termination occurs, multiplied by (ii) two;·up to $16,667 per year for up to three years of continued medical insurance coverage for Mr. Rapino and his dependents; and·immediate acceleration of the vesting of all unvested equity awards then held by Mr. Rapino other than the First Amendment Option Grant, which shall be accelerated only with respect to the portion of unvested options that would have vested in the two-year period following the date of termination.employment agreement,Rapino 2017 Agreement, “cause” means: (i) Mr. Rapino’s willful and continued failure to perform his material duties; (ii) the willful or intentional engaging by Mr. Rapino in material misconduct that causes material and demonstrable injury, monetarily or otherwise, to us; (iii) Mr. Rapino’s conviction of, or a plea of nolo contendere to, a crime constituting (a) a felony under the laws of the United States or any state thereof or (b) a misdemeanor involving moral turpitude that causes material and demonstrable injury, monetarily or otherwise, to us; (iv) Mr. Rapino’s committing or engaging in any intentional act of fraud, embezzlement, theft or other act of dishonesty against us that causes material and demonstrable injury, monetarily or otherwise to us; or (v) Mr. Rapino’s material breach of the restrictive covenants included in the employment agreement that causes material and demonstrable injury, monetarily or otherwise, to us.employment agreement,Rapino 2017 Agreement, “good reason” is defined as: (i) a reduction in Mr. Rapino’s base salary or annual incentive compensation opportunity; (ii) a breach by us of a material provision of the employment agreement; (iii) failure to re-nominate Mr. Rapino to our board of directors; (iv) us requiring Mr. Rapino to report to anyone other than the board of directors; (v) a substantial diminution in Mr. Rapino’s duties, responsibilities or responsibilitiesauthority or a change in his title; (vi) the assignment to Mr. Rapino of duties inconsistent with the usual and (vi)customary duties associated with a president and chief executive officer of entities comparable to the company; and (vii) a transfer of Mr. Rapino’s primary workplace away from Los Angeles.employment agreementRapino 2017 Agreement also contains non-disclosure, non-solicitation and indemnification provisions.In March 2011, we entered into an employment agreement with Joe Berchtold to serve as our Chief Operating Officer. The term of the employment agreement began effective March 18, 2011 and ended on December 31, 2013. a newan employment agreement with Mr. Berchtold effective as of January 1, 2014, with a term ending on December 31, 2017.2017 (the “Berchtold 2014 Agreement”). In December 2017, we entered into a new employment agreement with Mr. Berchtold effective as of January 1, 2018 (the “Berchtold 2018 Agreement”), with a term ending on December 31, 2022, pursuant to which he serves as our President. After that date, unless earlier terminated, Mr. Berchtold’s employment will be on an at-will basis.During 2012,receivedreceives a base salary of $666,250$1,300,000 per year which amount was subjectpursuant to annual increases in accordance with company policy. In March 2013, the Compensation Committee increased his base salary for 2013 to $750,000. Under his new agreement, Mr. Berchtold received a base salary of $1,100,000 for 2014.2018 Agreement. Any future annual salary increases are not guaranteed and are at the full discretion of the Compensation Committee. Due to the impact of the COVID-19 pandemic, in 2020 Mr. Berchtold voluntarily agreed to temporarily reduce his salary by 50% beginning April 16, 2020. Effective September 16, 2020, his salary reduction was increased to 60%. Mr. Berchtold’s salary returned to contractual levels on April 16, 2021.anticipated entering into of his new agreement,the Berchtold 2018 Agreement, in January 2014December 2017 Mr. Berchtold was granted 750,000 stock options and 150,000(i) 100,000 shares of restricted stock, with both awards vesting in four equal annual installments.100%200% of his base salary based on the achievement of performance targets established by the Compensation Committee.employment agreementBerchtold 2018 Agreement (i) will terminate upon Mr. Berchtold’s death, (ii) may be terminated by us upon Mr. Berchtold’s disability, (iii) may be terminated by us at any time without “cause” (as defined below) andor for “cause,” subject to Mr. Berchtold’s general right to cure, andor (iv) may be terminated by Mr. Berchtold (a) at any time by providing 30 days’ prior written notice or (b) for “good reason” (as defined below), subject in some cases to our right to cure.·accrued and unpaid base salary;·accrued and unused vacation pay;·unreimbursed expenses;·any payments to which he may be entitled under any applicable employee benefit plan;·immediate acceleration of the vesting of all unvested equity awards then held by Mr. Berchtold (in cases of death or disability only); and·a pro-rated performance bonus for the current year, along with any performance bonus that may have been earned for the prior year but not yet paid.·accrued and unpaid base salary;·accrued and unused vacation pay;·unreimbursed expenses;·any payments to which he may be entitled under any applicable employee benefit plan;·a pro-rated performance bonus for the current year, along with any performance bonus that may have been earned for the prior year but not yet paid; and·subject to Mr. Berchtold signing a general release of claims, a cash payment equal to Mr. Berchtold’s base salary multiplied by the greater of the remainder of the employment term or two years and immediate acceleration of the vesting of all unvested equity awards then held by Mr. Berchtold.employment agreement,Berchtold 2018 Agreement, “cause” means: (i) conduct by Mr. Berchtold constituting a material act of willful misconduct in connection with the performance of his duties, including violation of our policy on sexual harassment or misappropriation of our funds or property, (ii) continued, willful and deliberate non-performance by Mr. Berchtold of a material duty under the employment agreement, (iii) Mr. Berchtold’s refusal or failure to follow lawful directives consistent with his title and position and the terms of the employment agreement, (iv) a criminal conviction of Mr. Berchtold, a plea of nolo contendere by Mr. Berchtold or other conduct byemployment agreement,Berchtold 2018 Agreement, “good reason” is defined as: (i) a repeated failure by us to comply with a material term of the employment agreement, (ii) a material reduction in Mr. Berchtold’s duties, responsibilities, authority or compensation or (iii) a material geographic relocation of Mr. Berchtold’s principal work location outside Los Angeles.employment agreementBerchtold 2018 Agreement also contains non-disclosure, non-solicitation, non-disparagement and indemnification provisions.Underemployment agreement, during 2013Compensation Committee set Mr. Capo received aCapo’s base salary of $280,000 per year, and he is eligible to receive annual increases commensurate with company policy. Inat $344,000, effective January 2014,1, 2019, the Compensation Committee increased Mr. Capo’s base salary for 2014 to $300,000.30%50% of his base salary, based on the achievement of performance targets which are currently established annually by the Compensation Committee.·accrued and unpaid base salary;·accrued and unused vacation pay;·unreimbursed expenses; and·any payments to which he may be entitled under any applicable employee benefit plan.·accrued and unpaid base salary;·accrued and unused vacation pay;·unreimbursed expenses;·any payments to which he may be entitled under any applicable employee benefit plan; and·subject to Mr. Capo signing a general release of claims, a cash payment equal to Mr. Capo’s base salary for nine months.Michael RowlesOctober 2009,January 2015, we entered into, anand in January 2019, we amended, and restated agreement with Mr. Rowles to serve as our General Counsel. As amended and restated, the term of the employment agreement began effective September 1, 2009 and ended on December 31, 2013. In March 2014, we entered into a newan employment agreement with Mr. RowlesHopmans effective as of January 1, 2014,2015 (the “Hopmans 2015 Agreement”), with a term ending on December 31, 2017.2023, pursuant to which he serves as our Executive Vice President, M&A and Strategic Finance. After that date, unless earlier terminated, Mr. Rowles’Hopmans’ employment will be on an at-will basis.In 2012,Rowles receivedHopmans receives a base salary of $635,250$981,725 per year which amount was subjectpursuant to minimum increases of five percent per year. In March 2013, the Compensation Committee increased his base salary for 2013 to $667,013. Under his new agreement, Mr. Rowles received a base salary of $750,000 for 2014.Hopmans 2015 Agreement. Any future annual salary increases are not guaranteed and are at the full discretion of the Compensation Committee.anticipated entering into of his new agreement, in January 20142015 Mr. RowlesHopmans was granted 100,000300,000 stock options and 25,000 shares of restricted stock, with both awards vesting in four equal annual installments.employment agreementRowles 2018 Agreement (i) will terminate upon Mr. Rowles’ death, (ii) may be terminated by us upon Mr. Rowles’ disability, (iii) may be terminated by us at any time without “cause” (as defined below) andor for “cause,” subject to Mr. Rowles’ general right to cure, andor (iv) may be terminated by Mr. Rowles (a) at any time by providing 30 days’ prior written notice or (b) for “good reason” (as defined below), subject in some cases to our right to cure.·accrued and unpaid base salary;·accrued and unused vacation pay;·unreimbursed expenses;·any payments to which he may be entitled under any applicable employee benefit plan;·immediate acceleration of the vesting of all unvested equity awards then held by Mr. Rowles (in cases of death or disability only); and·a pro-rated performance bonus for the current year, along with any performance bonus that may have been earned for the prior year but not yet paid.·accrued and unpaid base salary;·accrued and unused vacation pay;·unreimbursed expenses;·any payments to which he may be entitled under any applicable employee benefit plan;·a pro-rated performance bonus for the current year, along with any performance bonus that may have been earned for the prior year but not yet paid; and·subject to Mr. Rowles signing a general release of claims, a cash payment equal to Mr. Rowles’ base salary multiplied by the greater of the remainder of the employment term or two years and immediate acceleration of the vesting of all unvested equity awards then held by Mr. Rowles.employment agreement,Rowles 2018 Agreement, “cause” means: (i) conduct by Mr. Rowles constituting a material act of willful misconduct in connection with the performance of his duties, including violation of our policy on sexual harassment or misappropriation of our funds or property, (ii) continued, willful and deliberate non-performance by Mr. Rowles of a material duty under the employment agreement, (iii) Mr. Rowles’ refusal or failure to follow lawful directives consistent with his title and position and the terms of the employment agreement, (iv) a criminal conviction of Mr. Rowles, a plea of nolo contendere by Mr. Rowles or other conduct by Mr. Rowles that, as determined in theemployment agreement,Rowles 2018 Agreement, “good reason” is defined as: (i) a repeated failure by us to comply with a material term of the employment agreement, (ii) a material reduction in Mr. Rowles’ duties, responsibilities, authority or compensation or (iii) a material geographic relocation of Mr. Rowles’ principal work location outside Los Angeles.employment agreementRowles 2018 Agreement also contains non-disclosure, non-solicitation, non-disparagement and indemnification provisions.Kathy WillardIn October 2009, we entered into an amendedrestated agreement with Ms. Willard to serve asthe total compensation of Mr. Rapino, our Chief Financial Officer. As amended and restated, the termExecutive Officer as of the employment agreement began effective September 1, 2009 and ended on December 31, 2013. In March 2014,2021 pursuant to the SEC's pay ratio disclosure rules set forth in Item 402(u) of Regulation S-K, which we entered intorefer to as Item 402. We believe our pay ratio is a new employment agreementreasonable estimate calculated in a manner consistent with Ms. Willard effectivethe SEC's pay ratio disclosure rules. However, because these rules provide flexibility in determining the methodology, assumptions and estimates used to determine pay ratios and the fact that workforce composition issues differ significantly between companies, our pay ratio may not be comparable to the pay ratios reported by other companies.January 1, 2014, with a term ending on December 31, 2017. After2021, which consisted of employees located in the U.S. and internationally, representing all full-time, part-time, seasonal and temporary employees employed by our company on that date, unless earlier terminated, Ms. Willard’s employment will be ondate. As is typical for an at-will basis.In 2012, Ms. Willard receivedentertainment company in the concerts industry, a base salarysignificant portion of $693,000 perour employee population consists of part-time, seasonal and temporary employees who work in our venues and festivals, and in our call centers, who by nature of their limited hours worked during the year which amounthave relatively low total compensation. Item 402 does not permit making annualized or full-time equivalent adjustments to the compensation of these individuals. We did not exclude any groups of employees under the 5 percent de minimis threshold permitted by the SEC. Using information from our payroll records, we then measured each employee's gross wages for calendar year 2021 in a consistent manner across jurisdictions using different payroll systems. For non-U.S. employees paid in local currency, the total annual compensation was subjecttranslated to minimum increasesU.S. dollars using published exchange rates as of five percent per year. In March 2013,December 31, 2021. As permitted by Item 402, the Compensation Committee increased her base salarycompany annualized the total compensation for 2013 to $727,650. Under her new agreement, Ms. Willard received a base salary of $850,000permanent employees that were employed for 2014. Any future annual salary increases are not guaranteed and are atless than the full discretionfiscal year (i.e., employees who were hired mid-year 2021), but did not make any cost-of-living or other adjustments. the Compensation Committee. In connection with the negotiation and anticipated entering into of her new agreement, in January 2014 Ms. Willard was granted 300,000 stock options and 25,000 shares of restricted stock, with both awards vesting in four equal annual installments.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.The employment agreement (i) will terminate upon Ms. Willard’s death, (ii) may be terminated by us upon Ms. Willard’s disability, (iii) may be terminated by us at any time without “cause” (as defined below) andour named executive officers for “cause,” subject to Ms. Willard’s general right to cure, and (iv) may be terminated by Ms. Willard (a) at any time by providing 30 days’ prior written notice or (b) for “good reason” (as defined below), subject in some cases to our right to cure.If Ms. Willard’s employment is terminated by reason of death or disability or by us for “cause,” she is entitled to receive:·accrued and unpaid base salary;·accrued and unused vacation pay;·unreimbursed expenses;·any payments to which she may be entitled under any applicable employee benefit plan;·immediate acceleration of the vesting of all unvested equity awards then held by Ms. Willard (in cases of death or disability only); and·a pro-rated performance bonus for the current year, along with any performance bonus that may have been earned for the prior year but not yet paid.If Ms. Willard’s employment is terminated by us without “cause,” or by Ms. Willard for “good reason,” she is entitled to:·accrued and unpaid base salary;·accrued and unused vacation pay;·unreimbursed expenses;·any payments to which she may be entitled under any applicable employee benefit plan;·a pro-rated performance bonus for the current year, along with any performance bonus that may have been earned for the prior year but not yet paid; and·subject to Ms. Willard signing a general release of claims, a cash payment equal to Ms. Willard’s base salary multiplied by the greater of the remainder of the employment term or two years and immediate acceleration of the vesting of all unvested equity awards then held by Ms. Willard.For purposes of the employment agreement, “cause” means: (i) conduct by Ms. Willard constituting a material actSummary Compensation Table above.willful misconduct in connection with the performance of her duties, including violation of our policy on sexual harassment or misappropriation of our funds or property, (ii) continued, willful and deliberate non-performance by Ms. Willard of a material duty under the employment agreement, (iii) Ms. Willard’s refusal or failure to follow lawful directives consistent with her title and position$13,842,464 and the termsmedian-compensated employee at Live Nation had annual total compensation of $15,740, which resulted in a ratioemployment agreement, (iv)Chief Executive Officer’s compensation to that for U.S. full-time salaried employees (with a criminal convictionmedian of Ms. Willard,$82,000, in order to exclude those employees discussed above who are not comparable due to the nature of their roles), the ratio would be 169:1.CORPORATE SOCIAL RESPONSIBILITY pleaFortune 500 company and the global leader in live entertainment by continually taking steps to improve our business and the impact we have. Our board of nolo contendere by Ms. Willard or other conduct by Ms. Willard that, as determined indirectors and the reasonable discretionaudit committee of our board of directors has resultedexercise oversight responsibility for the environmental, social and governance aspects of our business. We strive to serve the best interests of our stockholders, while also honoring the needs of our artists, fans, employees, business partners, and the communities our events call home. We strongly believe adapting our social foundation alongside our business fundamentals sets us up to thrive long term.would resulteliminate the use of fossil fuels where possible and pursue a low-carbon economy by sourcing renewable energy; andmaterial injuryefforts globally to work toward each of our priority areas. Some of the key initiatives and accomplishments to date within each are:reputation,employees for them to receive their Covid vaccinations, and sick days to our employees that contracted the virus.without limitation, conviction$10 million donated by Live Nation.theft, embezzlement orthrough trainings and supplemental sessions.crime involving moral turpitude, (v)compliant and consistent approach to data protection. We have a repeated failurerobust and effective Global Privacy Framework in place which complies with applicable data protection laws and abides by Ms. Willard to complythe data protection principles enshrined in those laws.material termseamless experience, personal information can be transferred between the entities in our group or to third parties outside of the employment agreement or (vi)country in question. When transferring personal information in this way, our commitment is that the level of protection must not diminish, enforced through our processes and contracting standards.material violation by Ms. Willardcore part of our employment policies.For purposesall privacy legislation is the rights and freedoms of the employment agreement, “good reason”individual, as well as their avenues for redress. Where local law affords fans rights over their personal information, we clearly outline these rights in our privacy policy including access, erasure, rectification, restriction, and rights in relation to automated decision making. We have processes to ensure that all queries and rights are fed into a global help desk manned by a dedicated privacy team.defined as: (i)supported by a repeated failure by usnotification process to comply with a material termnotify any stakeholders (such as internal stakeholders, clients, regulators and customers) where applicable.ADDITIONAL INFORMATION employment agreement, (ii) a material reduction in Ms. Willard’s duties, responsibilities, authority or compensation or (iii) a material geographic relocation of Ms. Willard’s principal work location outside Los Angeles.The employment agreement also contains non-disclosure, non-solicitation, non-disparagement and indemnification provisions.The board of directors is not aware of any other business that may be brought before the 20152022 Annual Meeting of Stockholders. If any other matters are properly brought before the Annual Meeting of Stockholders, it is the intention of the designated proxy holders, Mr. Rapino and Ms. Willard,Mr. Berchtold, to vote on such matters in accordance with their best judgment.26, 2015,23, 2022, is available free of charge in the ReportsSEC Filings section of our website atinvestors.livenationentertainment.cominvestors.livenationentertainment.com/sec-filings. A paper copy of the Form 10-K may be obtained upon written request to:YOUR VOTE IS IMPORTANT. Accordingly, you are urged to sign and return the accompanying proxy card or voting instruction card, as the case may be, whether or not you plan to attend the annual meeting.LIVE NATION ENTERTAINMENT, INC.2006 ANNUAL INCENTIVE PLAN,AS AMENDED AND RESTATED AS OF MARCH 19, 20151. Purpose. The purpose of the Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, Amended and Restated as of March 19, 2015 (the “Plan”) is to provide performance-based incentive compensation to executive officers and other selected key executives of Live Nation Entertainment, Inc. (the “Company”) and its subsidiaries, which, as applicable, will not be subject to the executive compensation deduction limitations of Section 162(m) of the Internal Revenue Code of 1986 (the “Code”).2. Administration.2.1 The Committee. The Plan will be administered by the compensation committee (the “Committee”) of the Company’s board of directors (the “Board”), or a committee of such other persons as the Board may appoint. Unless the Board determines otherwise, the members of the Committee must be “outside directors” for purposes of 162(m) of the Code.2.2 Responsibility and Authority of the Committee. Subject to the provisions of the Plan, the Committee, acting in its discretion, will have responsibility and authority to (a) select the individuals who may participate in the Plan, (b) prescribe the terms and conditions of each participant’s award and make amendments thereto, (c) determine whether and the extent to which performance goals have been met, (d) construe, interpret and apply the provisions of the Plan and of any agreement or other document evidencing an award made under the Plan, and (e) make any and all determinations and take any and all other actions as it deems necessary or desirable in order to carry out the terms of the Plan. In exercising its responsibilities, the Committee may obtain at the Company’s expense such advice, guidance and other assistance from outside compensation consultants and other professional advisers as it deems appropriate. The decision of the Committee regarding any disputed question, including questions of construction, interpretation and administration, shall be final and conclusive on all persons.2.3 Manner of Exercise of Committee Authority. The Committee may delegate responsibilities with respect to the administration of the Plan to one or more officers of the Company or any of its subsidiaries, to one or more members of the Committee or to one or more members of the Board;provided,however, that the Committee may not delegate its responsibility if and to the extent such delegation would cause an award to fail to constitute “qualified performance-based compensation” under Section 162(m) of the Code. The Committee may also appoint agents to assist in the day-to-day administration of the Plan and may delegate the authority to execute documents under the Plan to one or more members of the Committee or to one or more officers of the Company.2.4 Indemnification. The Company shall indemnify and hold harmless each member of the Board and of the Committee or any employee of the Company or any of its subsidiaries and affiliates who provides assistance with the administration of the Plan or to whom a Plan-related responsibility is delegated from and against any loss, cost, liability (including any sum paid in settlement of a claim with the approval of the Board), damage and expense (including reasonable legalfees and other expenses incident thereto and, to the extent permitted by applicable law, advancement of such fees and expenses) arising out of or incurred in connection with the Plan, unless and except to the extent attributable to such person’s fraud or willful misconduct.3. Performance-Based Compensation Opportunities.3.1 General. Each award made under the Plan will represent the right to receive incentive compensation upon the achievement of one or more performance objectives that are established by the Committee and communicated to the recipient of the award by the 90th day of the applicable performance period or, if earlier, before 25% of the applicable performance period has elapsed. The Committee will determine the performance period applicable to an award. Subject to the requirements of the Plan and applicable law, each award will contain such other terms and conditions as the Committee, acting in its discretion, may prescribe.3.2 Performance Criteria. Performance objectives may be based upon any one or more of the following criteria, applied to an individual, a subsidiary, a business unit or division, the Company, the Company and one or more of its subsidiaries, or such other operating unit(s) as the Committee may designate:(i)earnings per share, per share growth or adjusted earnings per share,(ii)share price, total shareholder return or share price performance on an absolute basis and/or relative to an index,(iii)gross or net profit or operating margin,(iv)net earnings,(v)return on equity or assets,(vi)gross or net sales or revenues or revenue growth,(vii)operating income growth, or operating income either before or after depreciation, amortization and/or non-cash compensation expense (or other objectively determinable adjusted calculations of such measure as the Committee may prescribe, including, without limitation, adjustments to eliminate the effect of acquisitions, dispositions and/or other extraordinary transactions),(viii)earnings either before or after deduction of interest, taxes, depreciation and/or amortization (or other objectively determinable adjusted calculations of such measure as the Committee may prescribe, including, without limitation, adjustments to eliminate the effect of acquisitions, dispositions and/or other extraordinary transactions),(ix)market share or market penetration,(x)net income (either before or after taxes) or adjusted net income,(xi)operating earnings or profit,(xii)cash flow either before or after taxes (including, but not limited to, operating cash flow and free cash flow) or improvement in cash flow,(xiii)return on capital,(xiv)return on sales,(xv)costs or cost savings,(xvi)funds from operations,(xvii)expenses,(xviii)working capital,(xix)implementation, completion or the achievement of milestones with respect to critical projects,(xx)economic value,(xxi)customer or client retention,(xxii)sales-related goals,(xxiii)cash available for distribution,(xxiv)achievement of operational goals or metrics,(xxv)attainment of Company, divisional or departmental budgets,(xxvi)improvements in attainment of expense levels, or(xxvii)any combination of the foregoing.3.3 Performance Objectives. The amount, if any, payable to a participant with respect to an award will depend upon whether and the extent to which the performance objective(s) of the award are achieved during the applicable performance period. Performance objectives may be established on a periodic, annual, cumulative or average basis and may be established on a corporate-wide basis and/or with respect to operating units, divisions, subsidiaries, acquired businesses, minority investments, partnerships or joint ventures. The Committee may establish different levels of payment under an award to correspond with different levels of achievement of performance objectives specified in the award. Awards may contain more than one performance objective; and performance objectives may be based upon multiple performance criteria. Multiple performance objectives contained in an award may be aggregated, weighted, expressed in the alternative or otherwise specified by the Committee. The level or levels of performance specified with respect to a performance objective may be expressed in absolute terms, as objectives relative to performance in prior periods, as an objective compared to the performance of one or more comparable companies or an index covering multiple companies, or otherwise as the Committee may determine. Notwithstanding anything to the contrary contained in the Plan, the performance objectives under any award must be objective and must otherwise meet the requirements of Section 162(m) of the Code.3.4 Adjustments. The Committee may reduce or eliminate (but may not increase) an award made under the Plan for any reason, including, without limitation, changes in the position or duties of a participant during or after a performance period, whether due to termination of employment (including death, disability, retirement, voluntary termination or termination with or without cause) or otherwise. In addition, to the extent necessary to preserve the intended economic effects of the Plan and individual awards, the Committee may make appropriate adjustments to the performance objectives and other terms of an award to properly reflect (a) a change in corporate capitalization; (b) a material or extraordinary corporate transaction involving the Company or a subsidiary, including, without limitation, a merger, consolidation, reorganization, spin-off, or the sale of a subsidiary or of the assets of a business or division (whether or not such transaction constitutes a reorganization within the meaning of Section 368(a) of the Code); (c) a partial or complete liquidation of the Company or a subsidiary, or (d) a change in accounting or other relevant rules or regulations;provided,however, that no adjustment hereunder shall be authorized or made if and to the extent that the authority to make or the making of such adjustment would cause an award to fail to satisfy the requirements for “qualified performance-based compensation” under Section 162(m) of the Code.3.5 Certification. Following the completion of the performance period applicable to an award, the Committee shall determine and shall certify in writing whether and the extent to which the performance objective(s) under the award have been achieved, as well as the amount, if any, payable to the participant as a result of such achievement(s), which determination(s) and certification(s) shall be subject to and shall be made in accordance with the requirements of Section 162(m) of the Code.3.6 Payment of Amounts Earned. Subject to such deferral and/or other conditions as may be permitted or required by the Committee, amounts earned under an award will be paid or distributed as soon as practicable following the Committee’s determination and certification of such amounts.3.7 Maximum Annual Amount Payable to a Participant. Notwithstanding anything to the contrary contained herein, no individual may earn more than $15,000,000 in any calendar year pursuant to an award made to such individual under the Plan.4. Termination of Employment; Death. Unless the Committee determines otherwise, no amount will be payable under an award made to a participant whose employment with the Company and its subsidiaries terminates (for any reason other than death) before the payment date of such award. Notwithstanding the foregoing, (i) any amounts payable hereunder will be paid solely based on the attainment of the performance criteria applicable to an award; and (ii) if a change is made to accelerate the payment of an award to an earlier date after the attainment of the applicable performance criteria, the amount of compensation paid shall be discounted to reasonably reflect the time value of money. If a participant dies before receiving payment of an amount earned under the Plan, such payment will be made to the deceased participant’s designated beneficiary, if any, or, if none, to the deceased participant’s estate. No beneficiary designation shall be effective unless it is in writing and received by the Committee prior to the participant’s death, and any such designation will supersede and be deemed a revocation of any prior beneficiary designation made by the participant.5. Withholding Taxes. All amounts payable pursuant to the settlement of an award made under the Plan are subject to applicable tax withholding. The Company and its subsidiaries shall withhold funds (or other property) from the payment of any such award and shall be entitled to take such other action with respect to other amounts that are or may become payable to the participant as may be necessary or appropriate in order to enable the Company and its subsidiaries to satisfy such tax withholding requirements.6. No Implied Rights Afforded to Participants. No award and nothing contained in the Plan or in any document relating to the Plan shall confer upon an eligible employee or participant any right to continue as an employee of the Company or a subsidiary or constitute a contract or agreement of employment, or interfere in any way with the right of the Company and its subsidiaries to reduce such person’s compensation, to change the position held by such person or to terminate such person’s employment, with or without cause.7. Non-transferability. No interest in or under an award made or a payment due or to become due under the Plan may be assigned, transferred or otherwise alienated other than by will or the laws of descent and distribution, and any attempted assignment, alienation, sale, transfer, pledge, encumbrance, charge or other alienation of any such interest shall be void and unenforceable.8. Amendment and Termination. The Board of the Company or the Committee may amend the Plan at any time and from time to time. Any such amendment may be made without approval of the Company’s stockholders unless and except to the extent such approval is required in order to satisfy the stockholder approval requirements of Section 162(m) of the Code. The Company’s Board may terminate the Plan.9. Unfunded Status of Awards. The Plan is intended to constitute a bonus plan and not a pension other employee benefit plan or purposes of ERISA. The right of a participant (or beneficiary) to receive payment(s) under a Plan award will constitute and be equivalent to the right of a general unsecured creditor of the Company (or the subsidiary by whom the participant is or was employed, as the case may be), whether or not a trust is created and funded in order to facilitate the payment of amounts due or to become due under the Plan (including, for this purpose, any deferral arrangement made with respect to any such payment).10. Miscellaneous.10.1 Governing Law. The Plan and any award made under the Plan will be subject to and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws, and applicable federal law.10.2 Section 162(m) of the Code. It is intended that amounts payable pursuant to awards made under the Plan will constitute “qualified performance based compensation” and thus beexempt from the annual $1 million limitation on the deductibility of executive compensation. The Plan and each award made under the Plan will be interpreted, construed and applied accordingly.10.3 Effective Date. The Plan, as originally implemented, became effective as of January 1, 2006 and was originally approved by the Company’s stockholders on May 11, 2007. The Plan, as amended and restated on March 19, 2015 (the “Restatement Date”), was adopted by the Board and became effective as of the Restatement Date, subject to and conditioned upon approval of the Company’s stockholders.LIVE NATION ENTERTAINMENT, INC.2005 STOCK INCENTIVE PLAN,AMENDED AND RESTATED AS OF MARCH 19, 20151. Purpose. The purpose of the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, Amended and Restated as of March 19, 2015 (the “Plan”), is to facilitate the ability of Live Nation Entertainment, Inc., a Delaware corporation (the “Company”) and its subsidiaries to attract, motivate and retain eligible employees, directors and other personnel through the use of equity-based and other incentive compensation opportunities. Awards made under the Plan may take the form of options to purchase shares of the Company’s common stock, $0.01 par value (the “Common Stock”) granted pursuant to Section 5, director shares issued pursuant to Section 6, stock appreciation rights granted pursuant to Section 7, restricted stock and deferred stock rights issued or granted pursuant to Section 8, other types of stock-based awards made pursuant to Section 9, and/or performance-based awards made pursuant to Section 10.2. Administration.2.1 The Committee. The Plan will be administered by the compensation committee (the “Committee”) of the Company’s board of directors (the “Board”), except the entire board will have sole authority for granting and administering awards to non-employee directors.2.2 Responsibility and Authority of the Committee. Subject to the provisions of the Plan, the Committee, acting in its discretion, will have responsibility and the power and authority to (a) select the persons to whom awards will be made, (b) prescribe the terms and conditions of each award and make amendments thereto, (c) construe, interpret and apply the provisions of the Plan and of any agreement or other document evidencing an award made under the Plan, and (d) make any and all determinations and take any and all other actions as it deems necessary or desirable in order to carry out the terms of the Plan. The Committee may obtain at the Company’s expense such advice, guidance and other assistance from outside compensation consultants and other professional advisers as the Committee deems appropriate in connection with the proper administration of the Plan.2.3 Delegation of Authority by Committee. Subject to the requirements of applicable law, the Committee may delegate to any person or group or subcommittee of persons (who may, but need not be members of the Committee) such Plan-related functions within the scope of its responsibility, power and authority as it deems appropriate. If the Committee wishes to delegate a particular function to a subcommittee consisting solely of its own members, it may choose to do so on a de facto basis by limiting the members entitled to vote on matters relating to that function. Reference herein to the Committee with respect to functions delegated to another person, group or subcommittee will be deemed to refer to such person, group or subcommittee.2.4 Committee Actions. A majority of the members of the Committee shall constitute a quorum. The Committee may act by the vote of a majority of its members present at a meeting at which there is a quorum or by unanimous written consent. The decision of the Committee as to any disputed question arising under the Plan or an agreement or other document governing an individual award, including questions of construction, interpretation and administration, shall be finaland conclusive on all persons. The Committee shall keep a record of its proceedings and acts and shall keep or cause to be kept such books and records as may be necessary in connection with the proper administration of the Plan.2.5 Indemnification. The Company shall indemnify and hold harmless each member of the Board of the Committee or of any subcommittee appointed by the Board or the Committee and any employee of the Company or any of its subsidiaries and affiliates who provides assistance with the administration of the Plan or to whom a Plan-related responsibility is delegated, from and against any loss, cost, liability (including any sum paid in settlement of a claim with the approval of the Board), damage and expense (including reasonable legal fees and other expenses incident thereto and, to the extent permitted by applicable law, advancement of such fees and expenses) arising out of or incurred in connection with the Plan, unless and except to the extent attributable to such person’s fraud or willful misconduct.3. Limitations on Company Stock Awards Under the Plan.3.1 Aggregate Share Limitation. Subject to adjustments required or permitted by the Plan, the Company may issue a total of thirty-three million nine hundred thousand (33,900,000) shares of Common Stock under the Plan. For these purposes, the following shares of Common Stock will not be taken into account and will remain available for issuance under the Plan: (a) shares covered by awards that expire or are canceled, forfeited, settled in cash or otherwise terminated, (b) shares delivered to the Company and shares withheld by the Company for the payment or satisfaction of purchase price or tax withholding obligations associated with the exercise or settlement of an award, and (c) shares covered by stock-based awards assumed by the Company in connection with the acquisition of another company or business.3.2 Individual Employee Limitations. Notwithstanding any provision in the Plan to the contrary, and subject to Section 7, the maximum aggregate number of shares of Common Stock with respect to one or more awards that may be granted to any one person during any calendar year shall be five million (5,000,000) and the maximum aggregate amount of cash that may be paid to any one person during any calendar year with respect to one or more awards payable in cash shall be $15,000,000.4. Eligibility to Receive Awards. Awards may be granted under the Plan to any present or future director, officer, employee, consultant or adviser of or to the Company or any of its subsidiaries. For purposes of the Plan, a subsidiary is any entity in which the Company has a direct or indirect ownership interest of at least 50%.5. Stock Option Awards.5.1 General. Stock options granted under the Plan will have such vesting and other terms and conditions as the Committee, acting in its discretion in accordance with the Plan, may determine, either at the time the option is granted or, if the holder’s rights are not adversely affected, at any subsequent time.5.2 Minimum Exercise Price. The exercise price per share of Common Stock covered by an option granted under the Plan may not be less than 100% of the fair market value per share on the date the option is granted (110% in the case of “incentive stock options” (within the meaning of Section 422 of the Code) granted to an employee who is a 10% stockholder within the meaning of Section 422(b)(6) of the Code). For purposes of the Plan, unless determined otherwise by the Committee, the fair market value of a share of Common Stock on any date is the closing sale price per share in consolidated trading of securities listed on the principal national securities exchange or market on which shares of Common Stock are then traded, as reported by a recognized reporting service or, if there is no sale on such date, on the first preceding date on which such shares are traded.5.3 Limitation on Repricing of Options. Except for adjustments made in accordance with Section 11, the repricing of stock options granted under the Plan is prohibited in the absence of stockholder approval.5.4 Maximum Duration. Unless sooner terminated in accordance with its terms, an option granted under the Plan will automatically expire on the tenth anniversary of the date it is granted or, in the case of an “incentive stock option” granted to an employee who is a 10% stockholder, the fifth anniversary of the date it is granted.5.5 Effect of Termination of Employment or Service. The Committee may establish such exercise and other conditions applicable to an option following the termination of the optionee’s employment or other service with the Company and its subsidiaries as the Committee deems appropriate on a grant-by-grant basis. For purposes of the Plan, an individual’s employment or service with the Company and its subsidiaries will be deemed to have terminated if such individual is no longer receiving or entitled to receive compensation for providing services to the Company and its subsidiaries.5.6 Method of Exercise. An outstanding and exercisable option may be exercised by transmitting to the Secretary of the Company (or other person designated for this purpose by the Committee) a written notice identifying the option that is being exercised and specifying the number of whole shares to be purchased pursuant to that option, together with payment in full of the exercise price and the withholding taxes due in connection with the exercise, unless and except to the extent that other arrangements satisfactory to the Company have been made for such payment(s). The exercise price may be paid in cash or in any other manner the Committee, in its discretion, may permit, including, without limitation, (a) by the delivery of previously-owned shares, (b) by a combination of a cash payment and delivery of previously-owned shares, or (c) pursuant to a cashless exercise program established and made available through a registered broker-dealer in accordance with applicable law. Any shares transferred to the Company (or withheld upon exercise) in connection with the exercise of an option shall be valued at fair market value for purposes of determining the extent to which the exercise price and/or tax withholding obligation is satisfied by such transfer (or withholding) of shares.5.7 Non-Transferability. No option shall be assignable or transferable except upon the optionee’s death to a beneficiary designated by the optionee in a manner prescribed or approved for this purpose by the Committee or, if no designated beneficiary shall survive the optionee, pursuant to the optionee’s will or by the laws of descent and distribution. During an optionee’s lifetime, options may be exercised only by the optionee or the optionee’s guardian or legal representative. Notwithstanding the foregoing, the Committee may permit the inter vivos transfer of an option (other than an “incentive stock option”) pursuant to a domestic relations order (within the meaning of Rule 16a-12 promulgated under the Exchange Act) in settlement of marital property rights, or by gift to any “family member” (within the meaning of Item A.1.(5) of the General Instructions to Form S-8 or any successor provision), on such terms and conditions as the Committee deems appropriate.5.8 Rights as a Stockholder. No shares of Common Stock shall be issued in respect of the exercise of an option until payment of the exercise price and the applicable tax withholding obligations have been satisfied or provided for to the satisfaction of the Company, and the holder of an option shall have no rights as a stockholder with respect to any shares covered by the option until such shares are duly and validly issued by the Company to or on behalf of such holder.6. Director Shares.6.1 The Committee may permit non-employee directors to elect to receive all or part of their annual retainers in the form of shares (“Director Shares”). Unless the Committee determines otherwise, any such elections may be made during the month a director first becomes a director and during the last month of each calendar quarter thereafter, and shall remain in effect unlessand until the end of the calendar quarter in which a new election is made (or, if later, the calendar quarter next following the calendar quarter in which the director first becomes a director). Any such election shall also indicate the percentage of the retainer to be paid in shares and shall contain such other information as the Committee or the Board may require.6.2 The Company shall issue Director Shares on the first trading day of each calendar quarter to all directors on that trading day except any director whose retainer is to be paid entirely in cash. The number of Director Shares issuable to a director on the relevant trading date shall equal:[ % multiplied by (R/4) ] divided by PWHERE:% =YOUR VOTE IS IMPORTANT. Accordingly, you are urged to sign and return the percentage ofaccompanying proxy card or voting instruction card, as the director’s retainer that is payable in shares;R =case may be, whether or not you plan to attend the director’s retainer for the applicable calendar year; andP =the closing price, as quoted on the principal exchange on which shares are traded, on the date of issuance.annual meeting.Director Shares shall not include any fractional shares. Fractions shall be rounded to the nearest whole share.7. Stock Appreciation Rights.7.1 General. Committee may grant stock appreciation rights (“SARs”), either alone or in connection with the grant of an option, uponSEC has adopted rules that permit companies and intermediaries, such vestingas brokers, banks and other terms and conditions as the Committee, acting in its discretion in accordance with the Plan, including, as applicable, Section 5 (relatingnominees, to options), may determine, either at the time the SARs are granted or, if the holder’s rights are not adversely affected, at any subsequent time. Upon exercise, the holder of an SAR shall be entitled to receive a number of whole shares of Common Stock having a fair market value equal to the product ofX andY, where—X =the number of whole shares of Common Stock as to which the SAR is being exercised, andY =the excess of the fair market value per share of Common Stock on the date of exercise over the fair market value per share of Common Stock on the date the SAR is granted (or such greater base value as the Committee may prescribe at the time the SAR is granted).7.2 Tandem SARs. An SAR granted in tandem with an option shall cover the same shares covered by the option (or such lesser number of shares as the Committee may determine) and, unless the Committee determines otherwise, shall be subject to the same terms and conditions as the related option. Upon the exercise of an SAR granted in tandem with an option, the option shall be canceled to the extent of the number of shares as to which the SAR is exercised, and, upon the exercise of an option granted in tandem with an SAR, the SAR shall be canceled to the extent of the number of shares as to which the option is exercised.7.3 Method of Exercise. An outstanding and exercisable SAR may be exercised by transmitting to the Secretary of the Company (or other person designated for this purpose by the Committee) a written notice identifying the SAR that is being exercised and specifying the number of shares as to which the SAR is being exercised, together with payment in full of the withholding taxes due in connection with the exercise, unless and except to the extent that other arrangements satisfactory to the Company have been made for such payment. The withholding taxes may be paid in cash or in any other manner the Committee, in its discretion, may permit, including, without limitation, (a) bysatisfy the delivery of previously-owned shares of Common Stock, or (b) by a combination of a cash payment and the delivery of previously-owned shares. The Committee may impose such additional or different conditionsrequirements for exercise of an SAR as it deems appropriate. No fractional shares will be issued in connection with the exercise of an SAR.7.4 Rights as a Stockholder. No shares of Common Stock shall be issued in respect of the exercise of an SAR until payment of the applicable tax withholding obligations have been satisfied or provided for to the satisfaction of the Company, and the holder of an SAR shall have no rights as a stockholderproxy materials with respect to any shares issuable upon such exercise until such shares are dulytwo or more stockholders sharing the same address by delivering a single copy of proxy materials, other than the proxy card, to those stockholders. This process is commonly referred to as “householding.” Your nominee may engage in householding. Through householding, beneficial owners who have the same address and validly issued by the Company to or on behalf of such holder.8. Restricted Stock and Deferred Stock Awards.8.1 General. Under a restricted stock award, shares of Common Stocklast name will be issued by the Company to the recipient at the timereceive only one copy of the award. Under a deferred stock award, the recipient will be entitled to receive shares of Common Stock in the future. The shares covered by a restricted stock award and the right to receive shares under a deferred stock award will be subject to such vesting and other conditions and restrictions as the Committee, acting in its discretion in accordance with the Plan, may determine.8.2 Minimum Purchase Price. Unless the Committee, acting in accordance with applicable law, determines otherwise, the purchase price payable for shares of Common Stock transferred pursuant to a restricted or deferred stock award must be at least equal to the par value of the shares.8.3 Issuance of Restricted Stock. Shares of Common Stock issued pursuant to a restricted stock award may be evidenced by book entries on the Company’s stock transfer records pending satisfaction of the applicable vesting conditions. If a stock certificate for restricted shares is issued, the certificate will bear an appropriate legend to reflect the nature of the conditions and restrictions applicable to the shares. The Company may require that any or all such stock certificates be held in custody by the Company until the applicable conditions are satisfied and other restrictions lapse. The Committee may establish such other conditions as it deems appropriate in connection with the issuance of certificates for restricted shares, including, without limitation, a requirement that the recipient deliver a duly signed stock power, endorsed in blank, for the shares covered by the award.8.4 Stock Certificates for Vested Stock. The recipient of a restricted or deferred stock award will be entitled to receive a certificate, free and clear of conditions and restrictions (except as may be imposed in order to comply with applicable law), for shares that vest in accordance with the award, subject, however, to the payment or satisfaction of applicable withholding taxes. The delivery of vested shares covered by a deferred stock award may be deferred if and to the extent provided by the terms of the award, subject, however, to the applicable deferral requirements of Section 409A of the Code.8.5 Rights as a Stockholder. Subject to and except as otherwise provided by the terms of a restricted stock award, the holder of restricted shares of Common Stock shall generally have the rights of a holder of Common Stock of the Company as if the shares subject to the restricted stock award were fully vested,provided, however, that notwithstanding the foregoing, shares covered by restricted stock awards granted on or after January 8, 2010, shall carry no dividend rights prior to the vesting of such shares, and the holder of a restricted stock award shall, with respect to unvested shares or restricted stock, have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. Once vested, shares covered by a restricted stock award shall entitle their holder to the same dividend rights as other shares of Common Stock generally. The holder of a deferred stock award shall have no rights as a stockholder with respect to shares covered by a deferred stock awardproxy materials unless and until the award vests and the shares are issued; provided, however, that the Committee, in its discretion, may provide for the payment of dividend equivalents on shares covered by a deferred stock award.8.6 Nontransferability. Neither a restricted or deferred stock award nor restricted shares of Common Stock issued pursuant to any such award may be sold, assigned, transferred, disposed of, pledged or otherwise hypothecated other than to the Company or its designee in accordance with the terms of the award or of the Plan, and any attempt to do so shall be null and void and, unless the Committee determines otherwise, shall result in the immediate forfeiture of the award or the restricted shares, as the case may be.8.7 Termination of Service Before Vesting; Forfeiture. Unless the Committee determines otherwise, shares of restricted stock and non-vested deferred stock awards will be forfeited upon the recipient’s termination of employment or other service with the Company and its subsidiaries. If shares of restricted stock are forfeited, any certificate representing such shares will be canceled on the books of the Company and the recipient will be entitled to receive from the Company an amount equal to any cash purchase price previously paid for such shares. If a non-vested deferred stock award is forfeited, the recipient will have no further right to receive the shares of Common Stock covered by the non-vested award.9. Other Equity-Based Awards. The Committee may grant dividend equivalent payment rights, phantom shares, bonus shares and other forms of equity-based awards to eligible persons, subject to such terms and conditions as it may establish. Awards made pursuant to this section may entail the transfer of shares of Common Stock to the recipient or the payment in cash or otherwise of amounts based on the value of shares of Common Stock and may include, without limitation, awards designed to comply with or take advantage of applicable tax and/or other laws, provided, that the terms and conditions of any award that is treated as non-qualified deferred compensation must satisfy the applicable deferral requirements of Section 409A of the Code.10. Performance Awards.10.1 General. The Committee may condition the grant, exercise, vesting or settlement of equity-based awards under the Plan (whether settled in shares of Common Stock or cash or other property) on the achievement of specified performance goals in accordance with this section.10.2 Objective Performance Goals. A performance goal established in connection with an award covered by this section must be (a) objective, so that a third party having knowledge of the relevant facts could determine whether the goal is met; (b) prescribed in writing by the Committee at a time when the outcome is substantially uncertain, but in no event later than the first to occur of (1) the 90th day of the applicable performance period, or (2) the date on which 25% of the performance period has elapsed; and (c) based on any one or more of the following business criteria, appliedthese owners notifies us or their nominee that they wish to ancontinue receiving individual a subsidiary, a business unitcopies. Beneficial owners who participate in householding will receive separate proxy cards. This procedure will reduce printing costs and postage fees.division, the Company and any onediscontinue householding, please notify your broker, bank or more of its subsidiaries, orother nominee. Alternatively, you may direct such other operating unit(s) as the Committee may designate (in each case, subject to the conditions of the performance-based compensation exemption from Section 162(m) of the Code):(i)earnings per share, per share growth or adjusted earnings per share,(ii)share price, total shareholder return or share price performance on an absolute basis and/or relative to an index,(iii)Gross or net profit or operating margin,(iv)net earnings,(v)return on equity or assets,(vi)gross or net sales or revenues or revenue growth,(vii)operating income growth, or operating income either before or after depreciation, amortization and/or non-cash compensation expense (or other objectively determinable adjusted calculations of such measure as the Committee may prescribe, including, without limitation, adjustments to eliminate the effect of acquisitions, dispositions and/or other extraordinary transactions),(viii)earnings either before or after deduction of interest, taxes, depreciation and/or amortization (or other objectively determinable adjusted calculations of such measure as the Committee may prescribe, including, without limitation, adjustments to eliminate the effect of acquisitions, dispositions and/or other extraordinary transactions),(ix)market share or market penetration,(x)net income (either before or after taxes) or adjusted net income,(xi)operating earnings or profit,(xii)cash flow either before or after taxes (including, but not limited to, operating cash flow and free cash flow) or improvement in cash flow,(xiii)return on capital,(xiv)return on sales,(xv)costs or cost savings,(xvi)funds from operations,(xvii)expenses,(xviii)working capital,(xix)implementation, completion or the achievement of milestones with respect to critical projects,(xx)economic value,(xxi)customer or client retention,(xxii)sales-related goals,(xxiii)cash available for distribution,(xxiv)achievement of operational goals or metrics,(xxv)attainment of Company, divisional or departmental budgets,(xxvi)improvements in attainment of expense levels, or(xxvii)any combination of the foregoing.The applicable performance goals may be expressed in absolute or relative terms, and must include an objective formula or standard for computing the amount of compensation payable to an employee if the goal is attained. A formula or standard is objective if a third party having knowledge of the relevant performance results could calculate the amount to be paid to the employee. The formula or standard may provide for the payment of a higher or lower amount depending upon whether and the extent to which a performance goal is attained. The Committee may not use its discretion to increase the amount of compensation payable that would otherwise be due upon attainment of a performance goal; provided that, subject to the requirements for exemption under Section 162(m) of the Code, the Committee may make appropriate adjustments to an award in order to equitably reflect changes in accounting rules, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar types of events or circumstances occurring during the applicable performance period.10.3 Determination of Amount Payable. Following the expiration of the performance period applicable to an award made under this section, the Committee shall determine whether and the extent to which the performance goals have been attained and the amount of compensation, if any, that is payable as a result. The Committee must certifyrequests in writing prior to payment of the compensation that the performance goals and any other material terms of the award were in fact satisfied. Compensation otherwise payable pursuant to a performance-based award made under this section will be subject to the individual limitations set forth in section 3.2.11. Capital Changes, Reorganization or Sale of the Company.11.1 Adjustments Upon Changes in Capitalization. The aggregate number and class of shares issuable under the Plan, the total number and class of shares with respect to which awards may be granted to any individual in any calendar year, the number and class of shares and the exercise price per share covered by each outstanding option, the number and class of shares and the base price per share covered by each outstanding SAR, and the number and class of shares coveredby each outstanding deferred stock award or other-equity-based award, and any per-share base or purchase price or target market price included in the terms of any such award, and related terms shall be subject to adjustment in order to equitably reflect the effect on issued shares of Common Stock resulting from a split-up, spin-off, recapitalization, consolidation of shares or any similar capital adjustment, and/or to reflect a change in the character or class of shares covered by the Plan and an award. For the avoidance of doubt, no adjustments will be required or made under this section in respect of the spin-off of the Company by Clear Channel Communications, Inc.11.2 Cash, Stock or Other Property for Stock. Except as otherwise provided in this Section, in the event of an Exchange Transaction (as defined below), all option holders shall be permitted to exercise their outstanding options and SARs in whole or in part (whether or not otherwise exercisable) immediately prior to such Exchange Transaction, and any outstanding options and SARs which are not exercised before the Exchange Transaction shall thereupon terminate. Notwithstanding the preceding sentence, if, as part of an Exchange Transaction, the stockholders of the Company receive capital stock of another corporation (“Exchange Stock”) in exchange for their shares of Common Stock (whether or not such Exchange Stock is the sole consideration), and if the Company’s Board, in its sole discretion, so directs, then all options and SARs for Common Stock that are outstanding at the time of the Exchange Transaction shall be converted into options or SARs (as the case may be) for shares of Exchange Stock. The number of shares of Exchange Stock and the exercise price per share under a converted option will be adjusted such that (a) the ratio of the exercise price per share to the value per share at the time of the conversion (which value will be equal to the consideration payable for each share of Common Stock in the Exchange Transaction) is the same as the ratio of the per share exercise price to the value of per share of Common Stock under the original option; and (b) the aggregate difference between the value of the shares of Exchange Stock and the exercise price under the converted option immediately after the Exchange Transaction is the same as the aggregate difference between the value of the shares of Common Stock and the exercise price under the original option immediately before the Exchange Transaction. Similar adjustments will be made to the number of shares of Exchange Stock and the base value per share covered by SARs that are converted. Unless the Company’s Board determines otherwise, the vesting and other terms and conditions of the converted options and SARs shall be substantially the same as the vesting and corresponding other terms and conditions of the original options and SARs. The Company’s Board, acting in its discretion, may accelerate vesting of other non-vested awards, and cause cash settlements and/or other adjustments to be made to any outstanding awards (including, without limitation, options and SARs) as it deems appropriate in the context of an Exchange Transaction, taking into account with respect to other awards the manner in which outstanding options and SARs are being treated.11.3 Definition of Exchange Transaction. For purposes of the Plan, the term “Exchange Transaction” means a merger (other than a merger of the Company in which the holders of Common Stock immediately prior to the merger have the same proportionate ownership of Common Stock in the surviving corporation immediately after the merger), consolidation, acquisition or disposition of property or stock, separation, reorganization (other than a mere reincorporation or the creation of a holding company), liquidation of the Company or any other similar transaction or event, as a result of which the stockholders of the Company receive cash, stock or other property in exchange for or in connection with their shares of Common Stock.11.4 Fractional Shares. In the event of any adjustment in the number of shares covered by any award pursuant to the provisions hereof, any fractional shares resulting from such adjustment shall be disregarded, and each such award shall cover only the number of full shares resulting from the adjustment.11.5 Determination of Board to be Final. All adjustments under this Section shall be made by the Company’s Board, and its determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive.12. Termination and Amendment of the Plan. The Board of the Company may terminate the Plan at any time or amend the Plan at any time and from time to time; provided, however, that:(a) no such action shall impair or adversely alter any awards theretofore granted under the Plan, except with the consent of the recipient or holder, nor shall any such action deprive any such person of any shares which he or she may have acquired through or as a result of the Plan; and(b) to the extent necessary under applicable law or the requirements of any stock exchange or market upon which the shares of Common Stock may then be listed, no amendment shall be effective unless approved by the stockholders of the Company in accordance with applicable law.(c) Limitation of Rights. Nothing contained in the Plan or in any award agreement shall confer upon any recipient of an award any right with respect to the continuation of his or her employment or other service with the Company or a subsidiary or other affiliate, or interfere in any way with the right of the Company and its subsidiaries and other affiliates at any time to terminate such employment or other service or to increase or decrease, or otherwise adjust, the compensation and/or other terms and conditions of the recipient’s employment or other service.13. Miscellaneous.13.1 Governing Law. The Plan and the rights of all persons claiming under the Plan shall be governed by the laws of the State of Delaware, without giving effect to conflicts of laws principles thereof.13.2 Shares Issued Under Plan. Shares of Common Stock available for issuance under the Plan may be authorized and unissued, held by the Company in its treasury or otherwise acquired for purposes of the Plan. No fractional shares of Common Stock will be issued under the Plan.13.3 Compliance with Law. The Company will not be obligated to issue or deliver shares of Common Stock pursuant to the Plan unless the issuance and delivery of such shares complies with applicable law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, and the requirements of any stock exchange or market upon which the Common Stock may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.13.4 Transfer Orders; Placement of Legends. All certificates for shares of Common Stock delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange or market upon which the Common Stock may then be listed, and any applicable federal or state securities law. The Company may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.13.5 Decisions and Determinations Final. All decisions and determinations made by the Company’s Board pursuant to the provisions hereof and, except to the extent rights or powers under the Plan are reserved specifically to the discretion of the Board, all decisions and determinations of the Committee, shall be final, binding and conclusive on all persons.13.6 Withholding of Taxes. As a condition to the exercise and/or settlement of any award or the lapse of restrictions on any award or shares, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Companyor a subsidiary with respect to an award, the Company and/or the subsidiary may (a) deduct or withhold (or cause to be deducted or withheld) from any payment or distribution otherwise payable to the award recipient, whether or not such payment or distribution is covered by the Plan, or (b) require the recipient to remit cash (through payroll deduction or otherwise) or make other arrangements permitted by the Company, in each case in an amount or of a nature sufficient in the opinion of the Company to satisfy or provide for the satisfaction of such withholding obligation. If the event giving rise to the withholding obligation involves a transfer of shares of Common Stock, then, at the sole discretion of the Committee, the recipient may satisfy the withholding obligations associated with such transfer by electing to have the Company withhold shares of Common Stock or by tendering previously-owned shares of Common Stock, in each case having a fair market value equal to the amount of tax to be withheld.13.7 Disqualifying Disposition. If a person acquires shares of Common Stock pursuant to the exercise of an incentive stock option and the shares so acquired are sold or otherwise transferred in a “disqualifying disposition” (within the meaning of Section 424(c) of the Code) within two-years from the date the option was granted or one year after the option is exercised, such person shall, within ten days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office.13.8 Effective Date. The Plan shall become effective on the date it is initially approved and adopted by the Company’s Board. However, no awards may be made pursuant to the Plan after the date preceding the date of the first annual meeting of the Company’s stockholders occurring after December 31, 2014, unless the Company’s stockholders approve the Plan at such meeting.14. Term of the Plan. Unless sooner terminated, the Plan, as amended and restated, shall terminate on the tenth anniversary of the date of its adoption by the Board. The rights of any person with respect to an option granted under the Plan that is outstanding at the time of the termination of the Plan shall not be affected solely by reason of the termination of the Plan and shall continue in accordance with the terms of the option (as then in effect or thereafter amended) and the Plan.IMPORTANT ANNUAL MEETING INFORMATIONElectronic Voting InstructionsAvailable 24 hours a day, 7 days a week!Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.Proxies submitted by the Internet or telephone must be received by 11:59 PM, Central Time, on June 9, 2015.Vote by InternetGo to www.investorvote.com/LYVOr scan the QR code with your smartphoneFollow the steps outlined on the secure websiteVote by telephoneCall toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephoneFollow the instructions provided by the recorded message Using a black ink pen, mark your votes with an X as shown in X this example. Please do not write outside the designated areas.Annual Meeting Proxy CardIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.A Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2, 3, 4 and 5.1. Election of Directors:For Against Abstain For Against Abstain For Against AbstainNominees:01—Mark Carleton04—Robert Ted Enloe, III07—Margaret “Peggy” Johnson10—Randall T. Mays02—Jonathan Dolgen05—Jeffrey T. Hinson08—James S. Kahan11—Michael Rapino03—Ariel Emanuel06—James Iovine09—Gregory B. Maffei12—Mark S. ShapiroFor Against Abstain For Against Abstain2. Adoption of the Live Nation Entertainment, Inc. 2006 Annual 3. Adoption of the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015. Incentive Plan, as amended and restated as of March 19, 2015.4. Advisory vote on the compensation of 5. Ratification of the appointment of Ernst & Young LLP as Live Nation Entertainment named executive officers. Live Nation Entertainment’s independent registered public accounting firm for the 2015 fiscal year.B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign BelowNOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A—C ON BOTH SIDES OF THIS CARD.1UP XImportant notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders.The Proxy Statement, 10-K and 2014 Annual Report to Stockholders are available at: investors.livenationentertainment.com in the Reports section.IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.Proxy — LIVE NATION ENTERTAINMENT, INC.PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSFOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 10, 2015The undersigned hereby appoints Michael Rapino and Kathy Willard, and each of them, proxy holders of the undersigned with full power of substitution for and in the name, place and stead of the undersigned to appear and act for and to vote all shares of Live Nation Entertainment, Inc.’s common stock which the undersigned is entitled to vote and act for at the Annual Meeting of Stockholders to be held at 9350, 9348 Civic Center Drive, Beverly Hills, California 90210, on June 10, 2015Attention: General Counsel, or by phone at 9:00 a.m., local time, or(310) 867-7000. Individual copies of the proxy materials also may be requested at any adjournments or postponements thereof, with all powerstime at this same address and telephone number.undersigned would possess if personally present thereat.THE PROXY HOLDERS WILL VOTE USING THE DIRECTIONS PROVIDED ON THE REVERSE SIDE OF THIS PROXY CARD. IF YOU SIGN AND RETURN THIS PROXY, BUT DO NOT PROVIDE SPECIFIC DIRECTION WITH RESPECT TO A VOTING ITEM, THIS PROXY WILL BE VOTED “FOR” THE ELECTION OF ALL NOMINEES FOR DIRECTOR AND “FOR” PROPOSALS 2, 3, 4 AND 5. THE PROXY HOLDERS ARE ALSO AUTHORIZED TO VOTE UPON ALL OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, OR AT ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF, UTILIZING THEIR OWN DISCRETION AS SET FORTH IN THE PROXY STATEMENT.The undersigned hereby acknowledges receipt of the Notice of2023 Annual Meetingaccompanying(ii) comply with all applicable SEC rules and regulations, including Rule 14a-8 of the Exchange Act. Any proposals not received by this deadline will be untimely and not included in our 2022 proxy materials.Statement.Statement(Continued| 59marked, dateddisclosed 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 signed, on(iii) provide the other side.)C Non-Voting ItemsChangedirector nominee’s written consent to serve as a director if elected. Stockholders are advised to review our bylaws and Board of Address — Please print your new address below. Comments — Please print your comments below. Meeting Attendance MarkDirectors Governance Guidelines with respect to director nominations. These documents are publicly available in the box to the right if you plan to attend the Annual Meeting.Corporate Governance section of our website at investors.livenationentertainment.com/corporate-governance/governance-documents.By Order of the Board of Directors, Michael Rapino President, Chief Executive Officer and Director IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A—C ON BOTH SIDES OF THIS CARD.