Annual report pursuant to Section 13 and 15(d)

STOCK-BASED COMPENSATION

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STOCK-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
In December 2005, we adopted our 2005 Stock Incentive Plan, which has been amended and/or restated on several occasions. In connection with our merger with Ticketmaster Entertainment LLC, we adopted the Amended and Restated Ticketmaster 2008 Stock & Annual Incentive Plan. The plans authorize us to grant stock option awards, director shares, stock appreciation rights, restricted stock and deferred stock awards, other equity-based awards and performance awards. We have granted restricted stock awards, options to purchase our common stock and deferred stock awards to employees, directors, consultants, and our affiliates under the stock incentive plans at no less than the fair market value of the underlying stock on the date of grant. The stock incentive plans contain anti-dilutive provisions that require the adjustment of the number of shares of our common stock represented by, and the exercise price of, each option for any stock splits or stock dividends. The ten-year term of the Ticketmaster plan expired in August 2018; accordingly, no new awards may be granted under that plan but outstanding awards shall continue in full force and effect in accordance with their terms.
The following is a summary of stock-based compensation expense we recorded during the respective periods:
  
Year Ended December 31,
  2022 2021 2020
  (in thousands)
Selling, general and administrative expenses $ 45,214  $ 161,849  $ 88,620 
Corporate expenses 64,835  47,488  28,269 
Total $ 110,049  $ 209,337  $ 116,889 

As of December 31, 2022, there was $164.0 million of total unrecognized compensation cost related to stock-based compensation arrangements for stock options, restricted stock and deferred stock awards. This cost is expected to be recognized over a weighted-average period of 3.9 years.
Stock Options
Stock options are granted for a term not exceeding ten years and the non-vested options are generally forfeited in the event the employee, director or consultant terminates his or her employment or relationship with us or one of our affiliates. Any options that have vested at the time of termination are forfeited to the extent they are not exercised within the applicable post-employment exercise period provided in their option agreements. These options typically vest over one to four years.
In 2022, no stock options were granted. The following assumptions were used to calculate the fair value of our options on the date of grant:
 
Year Ended December 31,
  2021 2020
Risk-free interest rate 1.01  %
0.09% - 1.19%
Dividend yield 0.0  % 0.0  %
Volatility factors
42.61%
32.37% - 51.83%
Weighted average expected life (in years) 6.40 2.51
The following table presents a summary of our stock options outstanding at the dates given, and stock option activity for the period between such dates (“Price” reflects the weighted average exercise price per share):  
Year Ended December 31,
  2022 2021 2020
      Options     Price     Options     Price     Options     Price
  (in thousands, except per share data)
Outstanding January 1 7,720  $ 18.24  9,323  $ 18.93  11,347  $ 18.36 
Granted —  —  9  89.81  51  66.27 
Exercised (4,461) 9.79  (1,603) 22.32  (2,071) 16.96 
Forfeited or expired
 (2) 70.26  (9) 75.57  (4) 41.71 
Outstanding December 31 3,257  $ 29.78  7,720  $ 18.24  9,323  $ 18.93 
Exercisable December 31 3,171  $ 29.02  7,702  $ 18.13  8,827  $ 16.98 
Weighted average fair value per option granted $ —  $ 38.55    $ 13.62 
The total intrinsic value of stock options exercised during the years ended December 31, 2022, 2021 and 2020 was $390.9 million, $106.4 million and $87.9 million, respectively. Cash received from stock option exercises for the years ended December 31, 2022, 2021 and 2020 was $35.8 million, $30.6 million and $30.6 million, respectively.
There were 3.7 million shares available for future grants under the stock incentive plan at December 31, 2022. Upon share option exercise or vesting of restricted or deferred stock, we issue new shares or treasury shares to fulfill these grants. Vesting dates on the stock options range from February 2023 to March 2025, and expiration dates range from December 2023 to March 2031 at exercise prices and average contractual lives as follows:
Range of
Exercise
Prices		 Outstanding
as of
12/31/22		 Weighted
Average
Remaining
Contractual
Life
Weighted
Average
Exercise
Price 
Exercisable
as of
12/31/22		 Weighted
Average
Remaining
Contractual
Life		 Weighted
Average
Exercise
Price
(in thousands) 
(in years) 
(in thousands) 
(in years) 
$15.00 - $19.99
 658  3.0 $ 19.33  658  3.0 $ 19.33 
$20.00 - $24.99
 887  1.1 $ 21.07  887  1.1 $ 21.07 
$25.00 - $29.99
 954  3.4 $ 27.63  954  3.4 $ 27.63 
$30.00 - $44.99
 325  5.1 $ 43.95  325  5.1 $ 43.95 
$45.00 - $60.99
 412  6.2 $ 56.83  329  6.2 $ 56.81 
$61.00 - $89.99
 21  8.0 $ 73.77  18  8.0 $ 71.27 

The total intrinsic value of options outstanding and options exercisable as of December 31, 2022 was $130.2 million and $129.2 million, respectively.
Restricted Stock
We have granted restricted stock awards to our employees, directors and consultants under our stock incentive plan. These common shares carry a legend which typically restricts their transferability for a term of one to five years and are forfeited in the event the recipient’s employment or relationship with us is terminated prior to the lapse of the restriction. In addition, certain restricted stock awards require us or the recipient to achieve minimum performance targets in order for these awards to vest.
In 2022, we granted 1.8 million shares of restricted stock and 0.2 million shares of performance-based awards, respectively, under our stock incentive plan. These awards will vest on the grant date or over a period of one month to six years with the exception of the performance-based awards which will vest within two years if the performance criteria are met.
In 2021, we granted 0.8 million shares of restricted stock under our stock incentive plan. These awards will all vest on the grant date or over a period of six months to four years.
In 2020, we granted 2.1 million shares of restricted stock and 0.3 million shares of performance-based awards, respectively, under our stock incentive plan. These awards will all vest over a period of three months to four years with the exception of the performance-based awards which will vest within two years if the performance criteria are met. As of December 31, 2021, the performance-based criteria for these awards were not met and such awards were forfeited.
The following table presents a summary of our unvested restricted stock awards outstanding at December 31, 2022, 2021 and 2020 (“Price” reflects the weighted average share price at the date of grant):
 
Restricted Stock
  Awards Price
  (in thousands, except per share data)
Unvested at December 31, 2019 1,170  $ 45.80 
Granted 2,454  55.52 
Forfeited (106) 53.26 
Vested (1,929) 47.48 
Unvested at December 31, 2020 1,589  $ 58.19 
Granted 758  86.57 
Forfeited (361) 61.18 
Vested (1,126) 61.25 
Unvested at December 31, 2021 860  $ 78.48 
Granted 2,002  103.34 
Forfeited (22) 80.57 
Vested (1,844) 99.68 
Unvested at December 31, 2022 996  $ 89.22 
The total grant date fair market value of the shares issued upon the vesting of restricted stock awards during the years ended December 31, 2022, 2021 and 2020 was $183.8 million, $69.2 million and $91.6 million, respectively.
Deferred Stock
We granted deferred stock awards to our employees where the employees are entitled to receive shares of common stock in the future. Deferred stock can only be settled in stock as determined at the time of the grant. All of the deferred stock awards require us to achieve minimum market conditions in order for these awards to issue and vest.
In 2022, we granted 2.2 million shares of deferred stock awards with market conditions under our stock incentive plans. These awards will vest over five to six years if specified stock prices are achieved over a specific number of days during the five to six years. As of December 31, 2022, there were no deferred stock awards outstanding for which the minimum market conditions have been met.
In 2020, we achieved minimum market conditions resulting in the issuance of 0.8 million shares of restricted stock, subject to vesting over one to four years.
The following table presents a summary of our unvested deferred stock awards outstanding at December 31, 2022, 2021 and 2020 (“Price” reflects the weighted average grant date fair value):
Deferred Stock
Awards Price
(in thousands, except per share data)
Unvested at December 31, 2019 2,486  $ 26.63 
Awarded —  0.00
Forfeited —  0.00
Vested (119) 28.80
Unvested at December 31, 2020 2,367  $ 26.53 
Awarded —  0.00
Forfeited —  0.00
Vested (175) 26.12
Unvested at December 31, 2021 2,192  $ 26.56 
Awarded 2,160  59.79
Forfeited —  0.00
Vested (2,192) 26.56
Unvested at December 31, 2022 2,160  $ 59.79