Washington, D.C. 20549 
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
June 3, 2020
Live Nation Entertainment, Inc.
(Exact name of registrant as specified in its charter) 
(State or other jurisdiction
of incorporation)
(Commission File No.)(I.R.S. Employer
Identification No.)
9348 Civic Center Drive
Beverly Hills, California
  (Address of principal executive offices)(Zip Code)

(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: 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $.01 Par Value Per ShareLYVNew York Stock Exchange
(Includes Preferred Stock Purchase Rights)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨


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

(b) On June 3, 2020, effective as of the annual meeting of stockholders (the “Annual Meeting”) of Live Nation Entertainment, Inc. (the “Company”), Mark Carleton and Ted Enloe retired from the board of directors (the “Board”) of the Company.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(b) On June 3, 2020, at the Annual Meeting:

1. Maverick Carter, Ari Emanuel, Ping Fu, Jeff Hinson, Chad Hollingsworth, Jimmy Iovine, Jim Kahan, Greg Maffei, Randall Mays, Michael Rapino, Mark Shapiro and Dana Walden were elected as directors to serve for a term of one year expiring at the annual meeting of stockholders to be held in 2021 or until their successors are elected and qualified;

2. an advisory resolution was passed in favor of the Company’s executive compensation; and

3. Ernst & Young LLP was ratified as the Company’s independent registered public accounting firm for the 2020 fiscal year.

The final results of the voting at the Annual Meeting were as follows:

Proposal No. 1 – Election of Directors
NomineesForAgainstAbstainedBroker Non-Votes
Maverick Carter143,407,03935,614,741398,8367,303,120
Ari Emanuel142,249,57836,768,208402,8307,303,120
Ping Fu143,400,83635,620,934398,8467,303,120
Jeff Hinson137,983,73241,038,336398,5487,303,120
Chad Hollingsworth177,031,0941,991,274398,2487,303,120
Jimmy Iovine142,437,44236,583,016400,1587,303,120
Jim Kahan142,945,72336,076,538398,3557,303,120
Greg Maffei124,038,22254,984,985397,4097,303,120
Randall Mays126,642,89752,371,983405,7367,303,120
Michael Rapino143,579,90435,442,610398,1027,303,120
Mark Shapiro142,402,80436,616,532401,2807,303,120
Dana Walden143,466,67135,557,433396,5127,303,120

Proposal No. 2 – Advisory Vote on the Company’s Executive Compensation
Broker Non-Votes

Proposal No. 3 – Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2020


Item 8.01 Other Events.

In connection with his initial election to the Board, on June 3, 2020, Mr. Hollingsworth entered into the Company’s form indemnification agreement for directors, which is included as Exhibit 10.1 and incorporated herein by reference.

Also on June 3, 2020, the Board approved a 35% reduction in the cash amounts payable to members of the Board in respect of Board and Board committee service, pursuant to the Company’s non-employee director compensation plan, for the remainder of 2020, with such net amounts to be paid in shares of restricted stock of the Company in lieu of cash.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
Exhibit Description
Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.
Live Nation Entertainment, Inc.
/s/ Brian Capo
Brian Capo
Chief Accounting Officer
June 5, 2020