UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
June 6, 2017
Live Nation Entertainment, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-32601 | | 20-3247759 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
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9348 Civic Center Drive Beverly Hills, California | | 90210 |
| (Address of principal executive offices) | | (Zip Code) |
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| (310) 867-7000 |
| Registrant’s telephone number, including area code: |
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
(b) On June 6, 2017, at the annual meeting of stockholders (the “Annual Meeting”) of Live Nation Entertainment, Inc. (the “Company”):
1. Mark Carleton, Jonathan Dolgen, Ari Emanuel, Ted Enloe, Jeff Hinson, Jimmy Iovine, Peggy Johnson, Jim Kahan, Greg Maffei, Randall Mays, Michael Rapino and Mark Shapiro were elected as directors to serve for a term of one year expiring at the annual meeting of stockholders held in 2018 or until their successors are elected and qualified;
2. an advisory resolution was passed in favor of the Company’s executive compensation;
3. an advisory resolution was passed in favor of holding stockholder advisory votes on the Company’s executive compensation every three years; and
4. Ernst & Young LLP was ratified as the Company’s independent registered public accounting firm for the 2017 fiscal year.
The final results of the voting at the Annual Meeting were as follows:
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| Proposal No. 1 – Election of Directors |
| Nominees | | For | | Against | | Abstained | | Broker Non-Votes |
| Mark Carleton | | 183,979,915 |
| | 4,619,953 |
| | 149,821 |
| | 5,623,154 |
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| Jonathan Dolgen | | 186,053,780 |
| | 2,546,032 |
| | 149,877 |
| | 5,623,154 |
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| Ari Emanuel | | 185,922,582 |
| | 2,680,835 |
| | 146,272 |
| | 5,623,154 |
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| Ted Enloe | | 184,703,389 |
| | 3,895,426 |
| | 150,874 |
| | 5,623,154 |
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| Jeff Hinson | | 186,111,587 |
| | 2,488,368 |
| | 149,734 |
| | 5,623,154 |
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| Jimmy Iovine | | 137,498,680 |
| | 51,104,635 |
| | 146,374 |
| | 5,623,154 |
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| Peggy Johnson | | 186,323,057 |
| | 2,280,541 |
| | 146,091 |
| | 5,623,154 |
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| Jim Kahan | | 186,291,750 |
| | 2,307,974 |
| | 149,965 |
| | 5,623,154 |
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| Greg Maffei | | 148,582,862 |
| | 40,017,083 |
| | 149,744 |
| | 5,623,154 |
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| Randall Mays | | 185,445,255 |
| | 3,160,445 |
| | 143,989 |
| | 5,623,154 |
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| Michael Rapino | | 186,187,156 |
| | 2,420,422 |
| | 142,111 |
| | 5,623,154 |
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| Mark Shapiro | | 184,759,227 |
| | 3,841,017 |
| | 149,445 |
| | 5,623,154 |
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| Proposal No. 2 – Advisory Vote on the Company’s Executive Compensation |
| For | | Against | | Abstained | | Broker Non-Votes |
| 167,941,298 |
| | 20,655,167 |
| | 153,224 |
| | 5,623,154 |
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| Proposal No. 3 – Advisory Vote on the Frequency of Stockholder Advisory Votes on the Company’s Executive Compensation |
| 3 Years | | 2 Years | | 1 Year | | Abstained | | Broker Non-Votes |
| 115,847,064 |
| | 33,908 |
| | 72,723,665 |
| | 145,052 |
| | 5,623,154 |
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| Proposal No. 4 – Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2017 |
| For | | Against | | Abstained |
| 193,879,783 |
| | 330,556 |
| | 162,504 |
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(d) Consistent with the voting results for Proposal 3 at the Annual Meeting, on June 6, 2017 the Company determined to hold an advisory vote on the compensation of the Company’s named executive officers every three years until the next stockholder vote on the frequency of say-on-pay votes is required under Section 14A of the Securities Exchange Act of 1934, as amended, or until the Company’s Board of Directors otherwise determines that a different frequency for such votes is in the best interests of the Company’s stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Live Nation Entertainment, Inc. |
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| By: | | /s/ Brian Capo |
| | | Brian Capo |
| | | Senior Vice President and Chief Accounting Officer |
June 8, 2017
