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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Live Nation Entertainment Inc | NYSE:LYV | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.63 | 0.67% | 95.29 | 95.77 | 93.675 | 95.50 | 955,723 | 16:59:36 |
¨
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material pursuant to Rule 14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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1.
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to elect the twelve director nominees identified in the accompanying proxy statement to hold office until the 2017 Annual Meeting of Stockholders;
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2.
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to hold an advisory vote on the company’s executive compensation;
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3.
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to ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the 2016 fiscal year; and
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4.
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to transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.
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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING
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1.
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Q: Purpose—What is the purpose of the Annual Meeting of Stockholders?
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A:
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At the annual meeting, stockholders will act upon the matters outlined in this proxy statement, including:
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•
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election of the twelve members of our board of directors, the director nominees being Mark Carleton, Jonathan Dolgen, Ariel Emanuel, Robert Ted Enloe, III, Jeffrey T. Hinson, Margaret “Peggy” Johnson, James Iovine, James S. Kahan, Gregory B. Maffei, Randall T. Mays, Michael Rapino and Mark S. Shapiro;
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an advisory vote on the company’s executive compensation; and
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•
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ratification of Ernst & Young LLP as our independent registered public accounting firm for the
2016
fiscal year.
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2.
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Q: Board’s Recommendations—How does the board of directors recommend that I vote?
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A:
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The board of directors recommends that you vote your shares:
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•
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FOR
each of the director nominees named in this proxy statement;
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•
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FOR
the advisory resolution approving the company’s executive compensation; and
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•
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FOR
the ratification of Ernst & Young LLP as our independent registered public accounting firm for the
2016
fiscal year.
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3.
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Q: Vote Requirement—How many votes are required to approve each item?
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A:
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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.
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4.
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Q: Record Date—Which of my shares may I vote?
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A:
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All shares owned by you as of the close of business on
April 18, 2016
, referred to as the Record Date, may be voted by you. These shares include shares that are (i) held directly in your name as the stockholder of record and (ii) held for you as the beneficial owner through a broker, bank or other nominee.
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5.
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Q: Quorum—What constitutes a quorum?
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A:
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Presence at the annual meeting, in person or by proxy, of the holders of a majority of our common stock outstanding on the Record Date will constitute a quorum, permitting the annual meeting to proceed and business to be conducted. Abstentions and broker non-votes are included in the calculation of the number of shares considered to be present at the annual meeting.
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6.
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Q: Record Holders and Beneficial Owners—What is the difference between holding shares as a “record holder” versus a “beneficial owner”?
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A:
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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:
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7.
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Q: Voting—How can I vote?
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A:
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Each share of our common stock is entitled to one vote on all matters submitted for a vote at the annual meeting. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the annual meeting in person. Most stockholders have four options for submitting their votes:
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By Mail
—Record holders may submit proxies by completing, signing and dating the accompanying proxy card and mailing it in the accompanying pre-addressed envelope. Beneficial owners may also vote by mail by completing, signing and dating the voting instruction card provided by their nominee and mailing it in the accompanying pre-addressed envelope.
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In Person
—Record holders may vote in person at the annual meeting. Beneficial owners may also vote in person at the annual meeting if they obtain a legal proxy from their nominee giving them the right to vote the shares.
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By Internet
—Record holders may vote via the Internet by following the instructions set forth on the proxy card. Most beneficial owners may vote via the Internet by accessing the website specified on the voting instruction card provided by their nominees. Please check the voting instruction card provided by your nominee for Internet voting availability.
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By Telephone
—Record holders may vote via telephone by following the instructions set forth on the proxy card. Most beneficial owners who live in the United States or Canada may vote via telephone by calling the toll-free number specified on the voting instruction card provided by their nominees. Please check the voting instruction card provided by your nominee for telephone voting availability.
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A:
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Generally, a broker non-vote occurs when shares held by a nominee for a beneficial owner are not voted with respect to a particular proposal because (i) the nominee has not received voting instructions from the beneficial owner and (ii) the nominee lacks discretionary voting power to vote such shares. Under New York Stock Exchange, or NYSE, rules, a nominee does not have discretionary voting power with respect to “non-routine” matters or the election of directors. The ratification of the appointment of our independent registered public accounting firm is a routine matter and the other proposals are non-routine matters.
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9.
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Q: Revocation of Proxy—May I change my vote after I return my proxy?
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A:
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Yes. You may revoke your proxy and change your vote at any time before the proxy is exercised.
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a timely, valid, later-dated proxy;
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•
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a timely written notice of revocation submitted to our General Counsel at our principal executive offices at 9348 Civic Center Drive, Beverly Hills, California 90210; or
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•
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attending the annual meeting and voting in person.
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10.
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Q: Voting Results—Where can I find the voting results of the annual meeting?
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A:
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We will publish the final voting results of the annual meeting in a Current Report on Form 8-K filed with the United States Securities and Exchange Commission, or the SEC, within four business days after the annual meeting.
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11.
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Q: Multiple Sets of Proxy Materials—What should I do if I receive more than one set of voting materials?
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A:
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You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account. If you are a record holder and your shares are registered in more than one name, you will receive more than one proxy card. Please vote each proxy card and voting instruction card that you receive.
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12.
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Q: Householding—What is householding?
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A:
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The SEC has adopted rules that permit companies and intermediaries, such as brokers, banks and other nominees, to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single copy of these 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 last name will receive only one copy of the proxy materials unless one or more of these owners notifies us or their nominee that they wish to continue receiving individual copies. Beneficial owners who participate in householding will receive separate proxy cards. This procedure will reduce printing costs and postage fees.
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13.
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Q: Solicitation—Who will pay the costs of soliciting these proxies?
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A:
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Proxies will be solicited initially by mail. Further solicitation may be made in person or by telephone, electronic mail or facsimile by members of management. We will bear the expense of preparing, printing and mailing this proxy statement and accompanying materials to our stockholders. Upon request, we will reimburse brokers, banks or similar entities acting as nominees for reasonable expenses incurred in forwarding copies of the proxy materials relating to the annual meeting to the beneficial owners of our common stock.
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14.
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Q: Additional Matters at the Annual Meeting—What happens if additional matters are presented at the annual meeting?
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A:
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Other than the three proposals described in this proxy statement, and the potential stockholder proposal described below under “Other Annual Meeting Matters,” we are not aware of any other business to be 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 Kathy Willard, our Chief Financial Officer, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting.
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15.
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Q: Stockholder Proposals—What is the deadline to propose business for consideration at next year’s annual meeting of stockholders?
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A:
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You may submit proposals for consideration at future stockholder meetings.
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16.
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Q: Nomination of Directors—How do I submit a proposed director nominee to the board of directors for consideration at next year’s annual meeting of stockholders?
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A:
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You may propose a director nominee for consideration at the annual meeting by complying with our bylaws, which provide for a notice that must (i) be delivered to us at our principal executive offices set forth immediately above no earlier than
February 14, 2017
and no later than
March 16, 2017
, (ii) provide all information relating to the director nominee that is required to be disclosed 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 (iii) provide the director nominee’s written consent to serve as a director if elected. Stockholders are advised to review our bylaws and Board of Directors Governance Guidelines with respect to director nominations. These documents are publicly available in the Corporate Governance section of our website at
investors.livenationentertainment.com
.
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17.
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Q: Further Questions—Who can help answer my questions?
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A:
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If you have any questions about our proxy materials or the annual meeting, you can contact our General Counsel at:
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 14, 2016:
Our Notice of Annual Meeting of Stockholders and Proxy Statement, 2015 Annual Report and Form 10-K are available free of charge in the Reports section of our website at
investors.livenationentertainment.com
.
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CORPORATE GOVERNANCE
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Chairman of the Board who is not a member of management
10 of 12 directors are independent (and only one, our Chief Executive Officer, is a member of management)
Annual election of all members of our board of directors (see Proposal 1)
Majority voting standard for uncontested director elections
Director resignation policy for directors who fail to receive a majority of votes for re-election
Annual advisory vote to approve executive compensation (see Proposal 2)
Annual advisory vote to ratify independent auditor (see Proposal 3)
No repricing of underwater stock options without stockholder approval
Policy prohibiting hedging of company securities
Preapproval policy for pledging of company securities
Robust stock ownership guidelines
No former employees serve as directors
Regular board self-assessments at both individual and group levels
Committee members (other than Executive Committee) are all independent
|
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•
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have experience in positions with a high degree of responsibility;
|
•
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demonstrate strong leadership skills;
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•
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have the time, energy, interest and willingness to serve as a director; and
|
•
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contribute to the mix of skills, core competencies and qualifications of the board of directors and management.
|
PROPOSAL NO. 1—ELECTION OF DIRECTORS
|
•
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Mark Carleton
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•
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Jonathan Dolgen
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•
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Ariel Emanuel
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•
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Robert Ted Enloe, III
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•
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Jeffrey T. Hinson
|
•
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James Iovine
|
•
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Margaret “Peggy” Johnson
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•
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James S. Kahan
|
•
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Gregory B. Maffei
|
•
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Randall T. Mays
|
•
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Michael Rapino
|
•
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Mark S. Shapiro
|
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR
EACH NAMED DIRECTOR NOMINEE.
|
Name
|
|
Age
|
|
Position
|
Mark Carleton
|
|
55
|
|
Director
|
Jonathan Dolgen
|
|
70
|
|
Director
|
Ari Emanuel
|
|
55
|
|
Director
|
Ted Enloe
|
|
77
|
|
Director
|
Jeff Hinson
|
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61
|
|
Director
|
Jimmy Iovine
|
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63
|
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Director
|
Peggy Johnson
|
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54
|
|
Director
|
Jim Kahan
|
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68
|
|
Director
|
Greg Maffei
|
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55
|
|
Chairman of the Board
|
Randall Mays
|
|
50
|
|
Director
|
Michael Rapino
|
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50
|
|
President, Chief Executive Officer and Director
|
Mark Shapiro
|
|
46
|
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Director
|
Name
|
|
Audit
Committee
|
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Nominating and
Governance
Committee
|
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Compensation
Committee
|
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Executive
Committee
|
Mark Carleton
|
|
|
|
ü
|
|
ü
|
|
|
Jonathan Dolgen
|
|
ü
|
|
|
|
|
|
|
Ari Emanuel
|
|
|
|
ü
|
|
|
|
|
Ted Enloe
|
|
|
|
|
|
ü
(Chair)
|
|
|
Jeff Hinson
|
|
ü
(Chair)
|
|
|
|
|
|
|
Jimmy Iovine
|
|
|
|
|
|
|
|
|
Peggy Johnson
|
|
ü
|
|
|
|
|
|
|
Jim Kahan
|
|
ü
|
|
|
|
|
|
|
Greg Maffei
|
|
|
|
|
|
|
|
ü
(Chair)
|
Randall Mays
|
|
|
|
ü
(Chair)
|
|
|
|
ü
|
Michael Rapino
|
|
|
|
|
|
|
|
ü
|
Mark Shapiro
|
|
|
|
|
|
ü
|
|
|
•
|
appointing, compensating, overseeing and terminating the independent registered public accounting firm;
|
•
|
approving all audit and non-audit services (other than those non-audit services prohibited by law) to be provided by the independent registered public accounting firm;
|
•
|
reviewing and discussing the annual and quarterly financial statements and related notes and the specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;
|
•
|
reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s responses thereto;
|
•
|
discussing earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies, if any;
|
•
|
reporting regularly to the full board of directors regarding, among other things, the quality and integrity of our financial statements, compliance with legal or regulatory requirements, the performance and independence of the independent registered public accounting firm and the performance of the internal audit function;
|
•
|
maintaining free and open communications with, and periodically meeting with, management, the internal auditors and the independent registered public accounting firm;
|
•
|
discussing guidelines and policies with respect to risk assessment and risk management;
|
•
|
overseeing our Policy on Related-Person Transactions, as amended and supplemented from time to time;
|
•
|
reviewing and approving the Report of the Audit Committee of the Board of Directors included in our annual proxy statements; and
|
•
|
complying with all other responsibilities and duties set forth in the Audit Committee Charter.
|
•
|
identifying, screening and recruiting qualified individuals to become board members;
|
•
|
proposing nominations for the board of directors and board committee membership;
|
•
|
assessing the composition of the board of directors and board committees;
|
•
|
overseeing the performance of the board of directors; and
|
•
|
complying with all other responsibilities and duties set forth in the Nominating and Governance Committee Charter.
|
•
|
reviewing and approving, and/or recommending modifications to, the base salary, incentive compensation and all other compensation of our Chief Executive Officer and other executive officers;
|
•
|
overseeing the administration of our equity-based plans;
|
•
|
reviewing and approving the Report of the Compensation Committee of the Board of Directors included in our proxy statements;
|
•
|
reviewing and discussing with management the Compensation Discussion and Analysis included in our proxy statements;
|
•
|
reviewing, from time to time, the compensation and benefits of directors who are not employees of the company and recommending any changes to the board that the committee deems appropriate;
|
•
|
overseeing the company’s submissions to stockholders on executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, incentive and other executive compensation plans and amendments to such plans;
|
•
|
consulting on the appropriate engagement with shareholder groups and proxy advisory firms on executive compensation matters;
|
•
|
overseeing and periodically assessing material risks associated with the company’s compensation structure, policies and programs for executive officers; and
|
•
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complying with all other responsibilities and duties set forth in the Compensation Committee Charter.
|
•
|
be available to the company’s executive management to discuss significant operational and strategic issues from time to time;
|
•
|
serve as a conduit between executive management and the board of directors, including helping to facilitate board processes and communications; and
|
•
|
have such further powers and responsibilities, and undertake such specific actions or duties, as may be delegated to it in the future by the board of directors.
|
DIRECTOR COMPENSATION
|
|
(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
, or ASC 718 (which will generally lead to a reported value that differs from the amount set forth in the director compensation policy outlined above under “Director Compensation” due to the different methodologies), and no forfeitures were assumed for restricted stock awards. A discussion of the assumptions used in calculating the grant date fair value is set forth in Note 10 of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2015. The restricted stock awards vest in full on the first anniversary of the grant or, for off-cycle grants, on the first anniversary of the on-cycle grants. The ownership of company securities as of the record date for each director is set forth below in the “Security Ownership Table.”
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
•
|
each person known by us to beneficially own 5% or more of our common stock;
|
•
|
each current director and director nominee;
|
•
|
each of our current executive officers named in the
2015
Summary Compensation Table; and
|
•
|
all of our executive officers, directors and director nominees as a group.
|
|
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Amount and Nature of Beneficial Ownership
|
|
|||||||||||||
|
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|
|
Restricted Stock Unvested
|
|
|
|
|
|
|
||||
Name of Beneficial Owner
|
|
Common Stock
|
|
Exercisable Options
|
|
|
Other
|
|
Total
|
|
Percent
|
|||||
Mark Carleton
|
|
27,334
|
|
|
—
|
|
|
5,363
|
|
|
—
|
|
|
32,697
|
|
*
|
Jonathan Dolgen
(1)
|
|
84,999
|
|
|
—
|
|
|
5,363
|
|
|
—
|
|
|
90,362
|
|
*
|
Ari Emanuel
|
|
59,648
|
|
|
10,000
|
|
|
5,363
|
|
|
—
|
|
|
75,011
|
|
*
|
Ted Enloe
|
|
19,061
|
|
|
20,000
|
|
|
5,363
|
|
|
—
|
|
|
44,424
|
|
*
|
Jeff Hinson
(2)
|
|
51,330
|
|
|
10,000
|
|
|
5,363
|
|
|
—
|
|
|
66,693
|
|
*
|
Jimmy Iovine
|
|
2,999
|
|
|
—
|
|
|
5,363
|
|
|
—
|
|
|
8,362
|
|
*
|
Peggy Johnson
|
|
14,789
|
|
|
—
|
|
|
5,363
|
|
|
—
|
|
|
20,152
|
|
*
|
Jim Kahan
|
|
60,905
|
|
|
10,000
|
|
|
5,363
|
|
|
—
|
|
|
76,268
|
|
*
|
Greg Maffei
|
|
47,711
|
|
|
—
|
|
|
8,934
|
|
|
—
|
|
|
56,645
|
|
*
|
Randall Mays
(3)
|
|
100,458
|
|
|
50,000
|
|
|
5,363
|
|
|
38,198
|
|
|
194,019
|
|
*
|
Michael Rapino
|
|
703,564
|
|
|
6,057,600
|
|
|
92,200
|
|
|
—
|
|
|
6,853,364
|
|
3.28%
|
Mark Shapiro
|
|
47,871
|
|
|
—
|
|
|
5,363
|
|
|
—
|
|
|
53,234
|
|
*
|
Joe Berchtold
|
|
61,226
|
|
|
654,502
|
|
|
91,955
|
|
|
—
|
|
|
807,683
|
|
*
|
Michael Rowles
(4)
|
|
210,756
|
|
|
337,153
|
|
|
28,612
|
|
|
—
|
|
|
576,521
|
|
*
|
Kathy Willard
|
|
240,097
|
|
|
558,986
|
|
|
25,601
|
|
|
—
|
|
|
824,684
|
|
*
|
Brian Capo
|
|
2,018
|
|
|
8,750
|
|
|
1,500
|
|
|
—
|
|
|
12,268
|
|
*
|
All directors and executive officers as a group (16 persons)
(5)
|
|
1,734,766
|
|
|
7,716,991
|
|
|
302,432
|
|
|
38,198
|
|
|
9,792,387
|
|
4.65%
|
Liberty Media Corporation
(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69,645,033
|
|
|
69,645,033
|
|
34.32%
|
Blackrock, Inc.
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,962,721
|
|
|
10,962,721
|
|
5.40%
|
(1)
|
Includes 137 shares of common stock held by a family charitable foundation with which Mr. Dolgen is affiliated. Mr. Dolgen disclaims beneficial ownership of these shares.
|
(2)
|
Includes 20,415 shares of common stock that are subject to a pledge arrangement.
|
(3)
|
“Other” consists of 32,568 shares held by trusts of which Mr. Mays is the trustee, but not the beneficiary and 5,630 shares held by a trust of which Mr. Mays is a 25% beneficiary and a co-trustee. “Common Stock” includes 29,900 shares of common stock that are subject to a pledge arrangement.
|
(4)
|
Includes 210,756
shares of common stock that are subject to a pledge arrangement.
|
(5)
|
See footnotes 1 through 4.
|
(6)
|
Address: 12300 Liberty Boulevard, Englewood, Colorado 80112. Information is based solely on a Form 4 and a Schedule 13D/A (Amendment No. 4) filed by Liberty Media Corporation with the SEC on December 1, 2015 and September 30, 2015, respectively. Such forms state that the reporting person has sole voting and dispositive power with respect to 12,385,828 shares that are held indirectly through wholly-owned subsidiaries, which shares are included in the total beneficial ownership amount.
|
(7)
|
Address: 55 East 52nd Street, New York, New York 10055. Information is based solely on a Schedule 13G filed by Blackrock, Inc. with the SEC on February 10, 2016. Such form states that the reporting persons aggregately have sole voting power with respect to 10,484,383 shares, shared voting power with respect to no shares, and sole dispositive power with respect to 10,962,721 shares.
|
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
|
|
16,308,739
(1)
|
|
$13.54
|
|
13,450,234
|
Equity compensation plans not approved by security holders
|
|
—
|
|
—
|
|
—
|
Total
|
|
16,308,739
|
|
$13.54
|
|
13,450,234
|
(1)
|
In addition, there were 860,646 shares of restricted stock 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 stock are considered outstanding shares and thus are included in the number of shares outstanding as of the Record Date. The table reflects awards outstanding under both the Live Nation and Ticketmaster Plans; as of
December 31, 2015
, there remained 12,938,582
shares available for issuance under the Live Nation plan and 511,652 shares under the Ticketmaster plan (which will not be renewed and is limited in its availability).
|
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
|
PROPOSAL NO. 2—ADVISORY VOTE ON THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS
|
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. 3—RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR
THE RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
|
|
|
2015
|
|
2014
|
||||
Audit Fees
|
|
$
|
7,845
|
|
|
$
|
7,722
|
|
Audit-Related Fees
|
|
1,345
|
|
|
1,010
|
|
||
Tax Fees
|
|
471
|
|
|
746
|
|
||
All Other Fees
|
|
3
|
|
|
3
|
|
||
Total
|
|
$
|
9,664
|
|
|
$
|
9,481
|
|
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
|
OTHER ANNUAL MEETING MATTERS
|
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU NOT VOTE ANY PROXIES YOU MAY RECEIVE FROM NEIL GLUCKMAN, HOLDER OF 0.0001% OF THE COMPANY’S OUTSTANDING SHARES, AND INSTEAD VOTE MANAGEMENT’S WHITE PROXY CARD OR VOTING INSTRUCTION CARD ACCOMPANYING THIS PROXY STATEMENT.
|
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.
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
Key Characteristics of Our Executive Compensation Program
No guaranteed bonuses for named executive officers; all bonus opportunities are based on achievement of aggressive performance targets
No annual minimum or automatic increases to base salary for CEO and other named executive officers
No automatic annual restricted stock grants to CEO and other named executive officers
No “single trigger” change of control severance provisions; CEO and other named executive officers all have a “double trigger” provision
No excise tax gross-up payments for any named executive officer
No cash severance payments in excess of two times annual base salary plus bonus for any named executive officer
Performance criteria in place with aggressive targets for the vesting of all restricted stock grants to the CEO
Strong Hedging Policy that prohibits directors and executive officers from engaging in all hedging transactions in company securities
Strong Pledging Preapproval Policy that requires prior approval for all pledging activities in company securities by directors and executive officers
Robust CEO and named executive officer stock ownership guidelines: Stock ownership guidelines of 5x base salary for the CEO and 2.5x base salary for other named executive officers
|
|
•
|
Revenue up 11% to $7.6 billion at constant currency;
|
•
|
Adjusted Operating Income up 11% to $616 million at constant currency;
|
•
|
Operating income of $156 million at constant currency;
|
•
|
Reported revenue of $7.2 billion, and operating income of $131 million;
|
•
|
We processed a record 530 million tickets globally;
|
•
|
Live Nation concerts added five million fans globally, for a total of over 63 million fans, while promoting 25,000 concerts, up 12% from last year;
|
•
|
13 of our top 20 selling artists in Live Nation Concerts were new from the previous year;
|
•
|
Our high-margin advertising business grew 17% in 2015 at constant currency, increasing both onsite and online advertising as we built our global sponsor base by 20% to almost 900 brands;
|
•
|
We delivered strong onsite advertising growth, as we increased advertising per fan by 8%;
|
•
|
For the fifth straight year, Ticketmaster grew its primary ticketing volume and gross transaction value, or GTV, with GTV up 12% at constant currency to $25 billion;
|
•
|
Secondary ticketing delivered 34% growth in GTV for the year to $1.2 billion, at constant currency;
|
•
|
Integrated ticketing inventory conversion was 38% higher than primary-only offerings;
|
•
|
As of the end of 2015, over 21 million fans have downloaded one of our apps, a 37% increase over 2015, driving a 20% increase in mobile ticket sales for the year to 21% of total tickets.
|
Name
|
|
Position
|
Michael Rapino
|
|
President and Chief Executive Officer
|
Joe Berchtold
|
|
Chief Operating Officer
|
Brian Capo
|
|
Chief Accounting Officer
|
Michael Rowles
|
|
General Counsel
|
Kathy Willard
|
|
Chief Financial Officer
|
•
|
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
2015
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 legal settlements 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 pages 39-40 of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2015
.
|
•
|
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
|
•
|
base salary;
|
•
|
cash performance bonuses;
|
•
|
long-term equity incentive awards; and
|
•
|
employee benefits and other perquisites.
|
•
|
stock options;
|
•
|
restricted stock;
|
•
|
restricted stock units;
|
•
|
deferred stock;
|
•
|
stock appreciation rights; and
|
•
|
performance-based cash and equity awards.
|
•
|
Mr. Rapino received an automobile allowance and a medical physical exam along with reimbursement for the tax expense associated with the medical exam, both pursuant to the terms of his employment agreement.
|
•
|
Mr. Berchtold received a company contribution under a 401(k) savings plan, tickets to Live Nation events for certain friends and family members, tickets to certain sporting events and a membership to the
House of Blues
Foundation Room.
|
•
|
Mr. Rowles received a company contribution under a 401(k) savings plan, tickets to Live Nation events for certain friends and family members and tickets to certain sporting events.
|
•
|
Ms. Willard received a company contribution under a 401(k) savings plan, tickets to Live Nation events for certain friends and family members and tickets to certain sporting events.
|
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
|
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
|
EXECUTIVE COMPENSATION TABLES
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
(1)
|
|
Bonus
($) |
|
Stock
Awards ($) (2) |
|
Option
Awards ($) (2) |
|
Non-Equity Incentive Plan Compensation ($)
(3)
|
|
All Other Compensation ($)
(4)
|
|
Total
($) |
|||||||
Michael Rapino
President, Chief Executive Officer and Director |
|
2015
|
|
2,300,000
|
|
|
—
|
|
|
1,266,500
|
|
|
1,250,555
|
|
|
5,060,000
|
|
|
83,324
|
|
|
9,960,379
|
|
|
|
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
|
|
Joe Berchtold
Chief Operating Officer |
|
2015
|
|
1,100,000
|
|
|
—
|
|
|
139,315
|
|
|
370,189
|
|
|
1,100,000
|
|
|
23,993
|
|
|
2,733,497
|
|
|
|
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
|
|
Brian Capo
Chief Accounting Officer |
|
2015
|
|
307,500
|
|
|
—
|
|
|
50,660
|
|
|
50,164
|
|
|
92,250
|
|
|
—
|
|
|
500,574
|
|
|
|
2014
|
|
300,000
|
|
|
60,000
(5)
|
|
|
—
|
|
|
—
|
|
|
90,000
|
|
|
—
|
|
|
450,000
|
|
|
|
2013
|
|
280,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84,000
|
|
|
11,000
|
|
|
375,000
|
|
Michael Rowles
General Counsel and Secretary |
|
2015
|
|
750,000
|
|
|
—
|
|
|
—
|
|
|
275,944
|
|
|
750,000
|
|
|
19,148
|
|
|
1,795,092
|
|
|
|
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
|
|
Kathy Willard
Chief Financial Officer |
|
2015
|
|
850,000
|
|
|
—
|
|
|
107,653
|
|
|
286,052
|
|
|
850,000
|
|
|
20,398
|
|
|
2,114,103
|
|
|
|
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
|
|
|
(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 10 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2015. All of these awards were granted under our stock incentive plans.
|
|
(3)
|
The amounts set forth in this column for 2015 reflect a cash performance bonus that was paid in 2016 but was earned based upon obtaining 2015 financial performance goals. For further discussion of these bonus payments, see the Compensation Discussion and Analysis section of this proxy statement.
|
|
(4)
|
The amounts for 2015 represent (i) for Mr. Rapino, an automobile allowance of $60,000, a medical physical exam of $12,000 and a tax gross-up payment of $11,324 relating to such medical physical exam; (ii) for Mr. Berchtold, a company contribution under a 401(k) savings plan, tickets to Live Nation events for certain friends and family members, tickets to certain sporting events, and a membership to the
House of Blues
Foundation Room, (iii) for Mr. Rowles, a company contribution under a 401(k) savings plan, tickets to Live Nation events for certain friends and family members and tickets to certain sporting events, and (iv) for Ms. Willard, a company contribution under a 401(k) savings plan, tickets to Live Nation events for certain friends and family members and tickets to certain sporting events. Mr. Capo did not receive perquisites and personal benefits aggregating more than $10,000 during 2015.
|
|
(5)
|
Represents a discretionary bonus awarded to Mr. Capo in recognition of his efforts and contributions in connection with the company’s high level of acquisition activity in 2014.
|
|
Grant
Date |
Estimated Future Payouts Under Non-equity Incentive Plan Awards
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
(1)
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
(1)
|
All other option awards: Number of securities underlying options (#)
(1)
|
Exercise or base price of option awards($/Sh)
|
Grant Date Fair Value of Stock and Option Awards ($)
(2)
|
||||||||||||||||||
Name
|
Threshold ($)
|
|
Target
($) |
|
Maximum
($) |
|
Threshold (#)
|
|
Target
(#) |
|
Maximum (#)
|
|||||||||||||||
Michael Rapino
|
1/22/15
|
3,450,000
|
|
|
4,600,000
|
|
|
9,200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1/22/15
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
150,000
(3)
|
|
25.33
|
|
1,250,555
|
|
|
1/22/15
|
—
|
|
|
—
|
|
|
—
|
|
|
45,000
|
|
|
50,000
(3)
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,266,500
|
|
Joe Berchtold
|
1/22/15
|
990,000
|
|
|
1,100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1/22/15
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
44,403
(3)
|
|
25.33
|
|
370,189
|
|
|
1/22/15
|
—
|
|
|
—
|
|
|
—
|
|
|
4,950
|
|
|
5,500
(3)
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
139,315
|
|
Brian Capo
|
1/22/15
|
83,025
|
|
|
92,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1/22/15
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,000
(4)
|
|
25.33
|
|
50,164
|
|
|
|
1/22/15
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2,000
(4)
|
|
—
|
|
—
|
|
50,660
|
|
Michael Rowles
|
1/22/15
|
675,000
|
|
|
750,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
3/25/15
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
35,000
(5)
|
|
24.96
|
|
275,944
|
|
Kathy Willard
|
1/22/15
|
765,000
|
|
|
850,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1/22/15
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
34,311
(3)
|
|
25.33
|
|
286,052
|
|
|
1/22/15
|
—
|
|
|
—
|
|
|
—
|
|
|
3,825
|
|
|
4,250
(3)
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
107,653
|
|
|
(1)
|
The amounts reflect the number of 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 10 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2015.
|
|
(3)
|
Mr. Rapino’s, Mr. Berchtold’s and Ms. Willard’s restricted stock awards each vested 50% on March 31, 2016, in connection with our achievement of the financial performance target established by the Compensation Committee, and the remaining 50% of each of the awards will vest on March 31, 2017, subject to each such executive’s continued employment with the company. Mr. Rapino’s, Mr. Berchtold’s and Ms. Willard’s options vested 50% on March 31, 2016 with the remaining 50% to vest on March 31, 2017, subject to each such executive’s continued employment with the company.
|
|
(4)
|
These stock options and restricted stock awards vested 25% on January 22, 2016, with the remaining to vest 25% on each of January 22, 2017, 2018 and 2019, subject to Mr. Capo’s continued employment with the company.
|
|
(5)
|
These stock options vested 50% on March 31, 2016, with the remaining 50% to vest on March 31, 2017, subject to Mr. Rowles’ continued employment with the company.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||||
Name
|
|
Number of Securities Underlying Unexercised Options (#)
Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) (1)
Unexercisable
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#) |
|
Option
Exercise Price ($) |
|
Option
Expiration Date |
|
Number of
Shares or Units of Stock That Have Not Vested (#) (2) |
|
Market
Value of Shares or Units of Stock That Have Not Vested ($) (3) |
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) |
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3) |
|||||||||
Michael Rapino
|
|
670,000
|
|
|
—
|
|
|
—
|
|
|
24.95
|
|
|
2/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2,000,000
|
|
|
—
|
|
|
—
|
|
|
2.75
|
|
|
3/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
400,000
|
|
|
—
|
|
|
—
|
|
|
11.01
|
|
|
6/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
452,600
|
|
|
—
|
|
|
—
|
|
|
11.44
|
|
|
7/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
375,000
|
|
|
125,000
|
|
|
—
|
|
|
8.71
|
|
|
8/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2,160,000
|
|
|
1,440,000
|
|
|
—
|
|
|
8.77
|
|
|
12/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
150,000
|
|
|
—
|
|
|
25.33
|
|
|
1/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,500
|
|
|
921,375
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|
1,228,500
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
614,250
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|
1,228,500
|
|
Joe Berchtold
|
|
126,100
|
|
|
—
|
|
|
—
|
|
|
11.44
|
|
|
7/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
131,200
|
|
|
—
|
|
|
—
|
|
|
11.69
|
|
|
3/2023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
187,500
|
|
|
562,500
|
|
|
—
|
|
|
20.90
|
|
|
1/2024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
44,403
|
|
|
—
|
|
|
25.33
|
|
|
1/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112,500
|
|
|
2,764,125
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,500
|
|
|
135,135
|
|
Brian Capo
|
|
7,500
|
|
|
—
|
|
|
—
|
|
|
11.17
|
|
|
3/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
5,000
|
|
|
—
|
|
|
25.33
|
|
|
1/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,250
|
|
|
30,713
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|
49,140
|
|
|
—
|
|
|
—
|
|
Michael Rowles
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|
24.95
|
|
|
2/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
135,680
|
|
|
—
|
|
|
—
|
|
|
11.01
|
|
|
6/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
37,300
|
|
|
—
|
|
|
—
|
|
|
11.44
|
|
|
7/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
46,673
|
|
|
—
|
|
|
—
|
|
|
11.69
|
|
|
3/2023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
25,000
|
|
|
75,000
|
|
|
—
|
|
|
20.90
|
|
|
1/2024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
35,000
|
|
|
—
|
|
|
24.96
|
|
|
3/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,427
|
|
|
157,911
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,750
|
|
|
460,688
|
|
|
—
|
|
|
—
|
|
Kathy Willard
|
|
15,000
|
|
|
—
|
|
|
—
|
|
|
24.95
|
|
|
2/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
20,000
|
|
|
—
|
|
|
—
|
|
|
22.50
|
|
|
10/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
148,040
|
|
|
—
|
|
|
—
|
|
|
11.01
|
|
|
6/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
81,500
|
|
|
—
|
|
|
—
|
|
|
11.44
|
|
|
7/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
127,290
|
|
|
—
|
|
|
—
|
|
|
11.69
|
|
|
3/2023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
75,000
|
|
|
225,000
|
|
|
—
|
|
|
20.90
|
|
|
1/2024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
34,311
|
|
|
—
|
|
|
25.33
|
|
|
1/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,750
|
|
|
460,688
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,250
|
|
|
104,423
|
|
|
(1)
|
The following table provides information with respect to our named executive officers’ unvested stock options as of December 31, 2015.
|
Vesting Date
|
|
Michael Rapino
|
|
Joe Berchtold
|
|
Brian Capo
|
|
Michael Rowles
|
|
Kathy Willard
|
|||||
January 2016
|
|
—
|
|
|
187,500
|
|
|
1,250
|
|
|
25,000
|
|
|
75,000
|
|
March 2016
|
|
75,000
|
|
|
22,201
|
|
|
—
|
|
|
17,500
|
|
|
17,155
|
|
August 2016
|
|
125,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
December 2016
|
|
720,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
January 2017
|
|
—
|
|
|
187,500
|
|
|
1,250
|
|
|
25,000
|
|
|
75,000
|
|
March 2017
|
|
75,000
|
|
|
22,202
|
|
|
—
|
|
|
17,500
|
|
|
17,156
|
|
December 2017
|
|
720,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
January 2018
|
|
—
|
|
|
187,500
|
|
|
1,250
|
|
|
25,000
|
|
|
75,000
|
|
January 2019
|
|
—
|
|
|
—
|
|
|
1,250
|
|
|
—
|
|
|
—
|
|
Total
|
|
1,715,000
|
|
|
606,903
|
|
|
5,000
|
|
|
110,000
|
|
|
259,311
|
|
|
(2)
|
The following table provides information with respect to our named executive officers’ earned but unvested restricted stock awards as of December 31, 2015.
|
Vesting Date
|
|
Michael Rapino
|
|
Joe Berchtold
|
|
Brian Capo
|
|
Michael Rowles
|
|
Kathy Willard
|
|||||
January 2016
|
|
—
|
|
|
37,500
|
|
|
1,750
|
|
|
6,250
|
|
|
6,250
|
|
March 2016
|
|
100,000
|
|
|
2,750
|
|
|
—
|
|
|
—
|
|
|
2,125
|
|
June 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,213
|
|
|
—
|
|
August 2016
|
|
37,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
January 2017
|
|
—
|
|
|
37,500
|
|
|
500
|
|
|
6,250
|
|
|
6,250
|
|
March 2017
|
|
25,000
|
|
|
2,750
|
|
|
—
|
|
|
—
|
|
|
2,125
|
|
June 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,214
|
|
|
—
|
|
January 2018
|
|
—
|
|
|
37,500
|
|
|
500
|
|
|
6,250
|
|
|
6,250
|
|
January 2019
|
|
—
|
|
|
—
|
|
|
500
|
|
|
—
|
|
|
—
|
|
Total
|
|
162,500
|
|
|
118,000
|
|
|
3,250
|
|
|
25,177
|
|
|
23,000
|
|
|
(3)
|
Market value of restricted stock grants is determined by using the closing price of $24.57 per share for our common stock on December 31, 2015, the last business day of the 2015 fiscal year. The amounts indicated are not necessarily indicative of the amounts that may be realized by our named executive officers if and when these awards vest, due to potential fluctuations in the value of our common stock.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Number of Shares Acquired on Exercise
(#) |
|
Value Realized on Exercise
($) |
|
Number of Shares Acquired on Vesting
(#) (1) |
|
Value Realized on Vesting
($) (1) |
||||
Michael Rapino
(2)
|
|
—
|
|
|
—
|
|
|
218,675
|
|
|
5,559,659
|
|
Joe Berchtold
(3)
|
|
—
|
|
|
—
|
|
|
67,405
|
|
|
1,687,542
|
|
Brian Capo
(4)
|
|
7,500
|
|
|
133,313
|
|
|
1,250
|
|
|
31,025
|
|
Michael Rowles
(5)
|
|
—
|
|
|
—
|
|
|
26,269
|
|
|
674,529
|
|
Kathy Willard
(6)
|
|
—
|
|
|
—
|
|
|
33,230
|
|
|
843,772
|
|
|
(1)
|
Represents gross shares and related value acquired on vesting, before shares withheld for tax purposes.
|
|
(2)
|
Upon the vesting of Mr. Rapino’s restricted stock awards, 112,308 shares of our common stock with an aggregate value on vesting of $2,855,703 were withheld to satisfy tax withholding obligations.
|
|
(3)
|
Upon the vesting of Mr. Berchtold’s restricted stock awards, 29,775 shares of our common stock with an aggregate value on vesting of $748,418 were withheld to satisfy tax withholding obligations.
|
|
(4)
|
Upon the vesting of Mr. Capo’s restricted stock awards, 409 shares of our common stock with an aggregate value on vesting of $10,130 were withheld to satisfy tax withholding obligations.
|
|
(5)
|
Upon the vesting of Mr. Rowles’ restricted stock awards, 10,963 shares of our common stock with an aggregate value on vesting of $283,248 were withheld to satisfy tax withholding obligations.
|
|
(6)
|
Upon the vesting of Ms. Willard’s restricted stock awards, 17,298 shares of our common stock with an aggregate value on vesting of $439,267 were withheld to satisfy tax withholding obligations.
|
Name
|
|
Benefit
(1)
|
|
Termination w/o Cause
($) |
|
Termination w/Good Reason
($) |
|
Death
($) |
|
Disability
($) (2) |
|
Change in Control
($) |
|||||
Michael Rapino
|
|
Severance
(3)
|
|
21,160,000
|
|
|
21,160,000
|
|
|
13,340,000
|
|
|
13,340,000
|
|
|
—
|
|
|
|
Equity Awards
(3)(4)
|
|
28,727,125
|
|
|
28,727,125
|
|
|
28,727,125
|
|
|
28,727,125
|
|
|
28,727,125
|
|
|
|
Medical Benefits
(3)
|
|
50,000
|
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
49,937,125
|
|
|
49,937,125
|
|
|
42,067,125
|
|
|
42,067,125
|
|
|
28,727,125
|
|
Joe Berchtold
|
|
Severance
(5)
|
|
3,300,000
|
|
|
3,300,000
|
|
|
1,100,000
|
|
|
1,100,000
|
|
|
—
|
|
|
|
Equity Awards
(4)(5)
|
|
4,963,635
|
|
|
4,963,635
|
|
|
4,963,635
|
|
|
4,963,635
|
|
|
4,963,635
|
|
Total
|
|
|
|
8,263,635
|
|
|
8,263,635
|
|
|
6,063,635
|
|
|
6,063,635
|
|
|
4,963,635
|
|
Brian Capo
|
|
Severance
(6)
|
|
230,625
|
|
|
230,625
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Equity Awards
(4)
|
|
—
|
|
|
—
|
|
|
79,853
|
|
|
—
|
|
|
79,853
|
|
Total
|
|
|
|
230,625
|
|
|
230,625
|
|
|
79,853
|
|
|
—
|
|
|
79,853
|
|
Michael Rowles
|
|
Severance
(7)
|
|
2,250,000
|
|
|
2,250,000
|
|
|
750,000
|
|
|
750,000
|
|
|
—
|
|
|
|
Equity Awards
(4)(7)
|
|
893,849
|
|
|
893,849
|
|
|
893,849
|
|
|
893,849
|
|
|
893,849
|
|
Total
|
|
|
|
3,143,849
|
|
|
3,143,849
|
|
|
1,643,849
|
|
|
1,643,849
|
|
|
893,849
|
|
Kathy Willard
|
|
Severance
(8)
|
|
2,550,000
|
|
|
2,550,000
|
|
|
850,000
|
|
|
850,000
|
|
|
—
|
|
|
|
Equity Awards
(4)(8)
|
|
1,390,860
|
|
|
1,390,860
|
|
|
1,390,860
|
|
|
1,390,860
|
|
|
1,390,860
|
|
Total
|
|
|
|
3,940,860
|
|
|
3,940,860
|
|
|
2,240,860
|
|
|
2,240,860
|
|
|
1,390,860
|
|
|
(1)
|
All benefits are calculated as if these events were to occur on December 31, 2015, the last business day of the 2015 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 for the year of termination, which for purposes of this table would be for 2015. For presentation purposes, in those instances, the severance amounts shown include the full 2015 performance bonus that was actually received by such officer and which has already been included in the 2015 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. 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” 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 $21,160,000 (which represents the Rapino Company Severance ($15,640,000), as defined below under “Named Executive Officer Employment Agreements—Michael Rapino,” and his 2014 performance and exceptional performance bonuses ($5,520,000), (ii) the acceleration of all stock options and restricted stock awards and (iii) continuation of medical benefits for a period of three years not to exceed $16,667 per year.
|
|
(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 plans 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, 2015 of $24.57, 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 $3,300,000 (representing $2,200,000 in salary payout and $1,100,000 for his 2015 performance bonus) and (ii) the acceleration of all stock options and restricted stock awards. If Mr. Berchtold’s employment is terminated due to his death or disability, he would receive $1,100,000, representing his performance bonus for 2015.
|
|
(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 $230,625 representing a salary payout.
|
|
(7)
|
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 $2,250,000 (representing $1,500,000 in salary payout and $750,000 for his 2015 performance bonus) 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, representing his performance bonus for 2015.
|
|
(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 $2,550,000 (representing $1,700,000 in salary payout and $850,000 for her 2015 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 2015.
|
•
|
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.
|
•
|
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; 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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
1 Year Live Nation Entertainment Chart |
1 Month Live Nation Entertainment Chart |
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