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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 16, 2022
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.) |
| | | | | | | | |
| 9348 Civic Center Drive | | |
Beverly Hills, California | | 90210 |
| (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:
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| ☐ | 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:
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, $.01 Par Value Per Share | | LYV | | New York Stock Exchange |
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| 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 16, 2022, the board of directors of Live Nation Entertainment, Inc. (the “Company”) amended and restated the Company’s bylaws (the “Bylaws”).
The principal changes made to the Bylaws were to Section 2.3 thereof to expressly provide that stockholder meetings may be held virtually; to Sections 2.7 and 6.6 thereof to provide for the use of “universal proxy cards,” to expressly allow proxy materials to be transmitted to stockholders electronically and proxies to be submitted online, and require that only the Company be allowed to use white card in proxy contests; and to Section 6.10 thereof to provide that the forum for securities-related suits against the Company will be the U.S. federal district courts, while including an express acknowledgement of this provision.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Sixth Amended and Restated Bylaws of Live Nation Entertainment, Inc., filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(b) On June 16, 2022, at the annual meeting of stockholders (the “Annual Meeting”) of the Company:
1. Maverick Carter, Ping Fu, Jeff Hinson, Chad Hollingsworth, Jimmy Iovine, Jim Kahan, Greg Maffei, Randall Mays, Michael Rapino, Dana Walden and Latriece Watkins were elected as directors to serve for a term of one year expiring at the annual meeting of stockholders to be held in 2023 or until their successors are elected and qualified; and
2. Ernst & Young LLP was ratified as the Company’s independent registered public accounting firm for the 2022 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 |
| Maverick Carter | | 188,328,439 | | 4,704,848 | | 37,434 | | 5,843,107 |
| Ping Fu | | 192,427,700 | | 603,811 | | 39,210 | | 5,843,107 |
| Jeff Hinson | | 175,098,240 | | 17,933,217 | | 39,264 | | 5,843,107 |
| Chad Hollingsworth | | 185,336,288 | | 7,694,732 | | 39,701 | | 5,843,107 |
| Jimmy Iovine | | 191,089,846 | | 1,943,338 | | 37,537 | | 5,843,107 |
| Jim Kahan | | 188,863,369 | | 4,167,461 | | 39,891 | | 5,843,107 |
| Greg Maffei | | 122,275,554 | | 69,929,553 | | 865,614 | | 5,843,107 |
| Randall Mays | | 167,009,285 | | 26,023,408 | | 38,028 | | 5,843,107 |
| Michael Rapino | | 191,781,185 | | 1,252,638 | | 36,898 | | 5,843,107 |
| Dana Walden | | 191,088,807 | | 1,943,833 | | 38,081 | | 5,843,107 |
| Latriece Watkins | | 192,647,023 | | 386,570 | | 37,128 | | 5,843,107 |
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Proposal No. 2 – Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2022 |
For | | Against | | Abstained |
| 198,061,824 | | 819,288 | | 32,716 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
Exhibit No. | | Exhibit Description |
| 3.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 17, 2022