UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549



 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.  )



 
Filed by the Registrant x
Filed by a Party other than the Registrant o

Check the appropriate box:

x Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material pursuant to Rule 14a-12

LIVE NATION ENTERTAINMENT, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) 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):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

o Fee paid previously with preliminary materials.
o 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.
1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

  


 
 

TABLE OF CONTENTS

[GRAPHIC MISSING]



 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 15, 2011



 

TO THE STOCKHOLDERS OF LIVE NATION ENTERTAINMENT, INC.:

The 2011 Annual Meeting of Stockholders of Live Nation Entertainment, Inc., a Delaware corporation, will be held on Wednesday, June 15, 2011, at 10:30 a.m., local time, at House of Blues Sunset Strip, 8430 Sunset Boulevard, West Hollywood, California 90069, for the following purposes:

1. to elect four Class II directors to hold office until the 2014 Annual Meeting of Stockholders;
2. to approve the issuance and sale of shares of our common stock to Liberty Media Corporation;
3. to adopt the Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as amended and restated as of April 15, 2011;
4. to adopt the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of April 15, 2011;
5. to hold an advisory vote on the company’s executive compensation;
6. to hold an advisory vote on the frequency of stockholder advisory votes on the company’s executive compensation;
7. to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2011 fiscal year; and
8. to transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

The board of directors has fixed the close of business on April 20, 2011 as the record date for the determination of stockholders entitled to notice of and to vote at the 2011 Annual Meeting of Stockholders and at any adjournment or postponement thereof.

Thank you for your ongoing support and continued interest in Live Nation Entertainment.

By Order of the Board of Directors,

[GRAPHIC MISSING]

Michael Rapino
President, Chief Executive Officer and Director

Beverly Hills, California
April •, 2011


 
 

TABLE OF CONTENTS

TABLE OF CONTENTS

 
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING     1  
CORPORATE GOVERNANCE     8  
PROPOSAL NO. 1 — ELECTION OF DIRECTORS     17  
Director Compensation     23  
PROPOSAL NO. 2 — APPROVAL OF THE ISSUANCE AND SALE OF SHARES OF OUR COMMON STOCK TO LIBERTY MEDIA CORPORATION     28  
PROPOSAL NO. 3 — APPROVAL OF THE LIVE NATION ENTERTAINMENT, INC. 2006 ANNUAL INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF APRIL 15, 2011     31  
PROPOSAL NO. 4 — APPROVAL OF THE LIVE NATION ENTERTAINMENT, INC. 2005 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF APRIL 15, 2011     37  
PROPOSAL NO. 5 — ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS     45  
PROPOSAL NO. 6 — ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS     46  
PROPOSAL NO. 7 — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     47  
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS     49  
EXECUTIVE COMPENSATION     50  
Compensation Discussion and Analysis     50  
2010 Summary Compensation Table     62  
2010 Grants of Plan-Based Awards     64  
2010 Outstanding Equity Awards at Fiscal Year-End     65  
2010 Option Exercises and Stock Vested     67  
2010 Nonqualified Deferred Compensation     68  
2010 Potential Payments Upon Termination or Change in Control     69  
Named Executive Officer Employment Agreements     71  
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS     80  
OTHER MATTERS     80  
Annex A — Subscription Agreement
        
Annex B — Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as Amended and Restated as of April 15, 2011
        
Annex C — Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as Amended and Restated as of April 15, 2011
        

i


 
 

TABLE OF CONTENTS

[GRAPHIC MISSING]

9348 Civic Center Drive
Beverly Hills, California 90210



 

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
June 15, 2011



 

The board of directors of Live Nation Entertainment, Inc., which is referred to herein sometimes as Live Nation, our, us, we or the company, solicits the enclosed proxy for the Annual Meeting of Stockholders to be held on Wednesday, June 15, 2011, at 10:30 a.m., local time, at House of Blues Sunset Strip, 8430 Sunset Boulevard, West Hollywood, California 90069, and for any adjournment or postponement thereof. This proxy statement is being made available to stockholders on or about April •, 2011.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

1. Q: Purpose — What is the purpose of the Annual Meeting of Stockholders?
   A: At the annual meeting, stockholders will act upon the matters outlined in this proxy statement, including:
election of the Class II directors, the director nominees being Jonathan Dolgen, Robert Ted Enloe, III, Jeffrey T. Hinson and James S. Kahan;
approval of the issuance and sale of shares of our common stock to Liberty Media Corporation;
adoption of the Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as amended and restated as of April 15, 2011;
adoption of the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of April 15, 2011;
an advisory vote on the company’s executive compensation;
an advisory vote on the frequency of stockholder advisory votes on the company’s executive compensation; and
ratification of Ernst & Young LLP as our independent registered public accounting firm for the 2011 fiscal year.
2. Q: Board’s Recommendations — How does the board of directors recommend that I vote?
   A: The board of directors recommends that you vote your shares:
FOR each of the Class II director nominees named in this proxy statement;
FOR the issuance and sale of shares of our common stock to Liberty Media Corporation;
FOR the adoption of the Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as amended and restated as of April 15, 2011;
FOR the adoption of the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of April 15, 2011;
FOR the advisory resolution approving the company’s executive compensation;
FOR holding an advisory vote on the company’s executive compensation every three years; and
FOR the ratification of Ernst & Young LLP as our independent registered public accounting firm for the 2011 fiscal year.

If you are an employee who participates in our 401(k) Savings Plan, the proxy that you submit will provide your voting instructions to the plan trustee. If you do not submit a proxy, the plan trustee will vote your plan shares in the same proportion as the shares for which the trustee receives voting instructions from other participants in the plan, except as may otherwise be required by law.

1


 
 

TABLE OF CONTENTS

3. Q: Vote Requirement — How many votes are required to approve each item?
   A: Election of Directors — The affirmative vote of a plurality of the votes cast at the annual meeting is required for the election of directors. Accordingly, the four director nominees receiving the highest number of votes will be elected. For purposes of electing directors, a failure to vote or withholding your vote (or a direction to your broker, bank or other nominee to withhold your vote) is not counted as a vote cast, and therefore will have no effect on the outcome of the election of directors.

Approval of the issuance and sale of shares of our common stock to Liberty Media Corporation — The affirmative vote of the holders of at least a majority of the total voting power of our common stock present in person or represented by proxy and entitled to vote on this matter is required to approve the issuance and sale of shares of our common stock to Liberty Media Corporation. For purpose of this vote, abstentions (or a direction to your broker, bank or other nominee to abstain) will be counted as present in person or represented by proxy and entitled to vote on this matter, and therefore will have the effect of a negative vote.

Approval of the Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as amended and restated as of April 15, 2011 — The affirmative vote of the holders of at least a majority of the total voting power of our common stock present in person or represented by proxy and entitled to vote on this matter is required to adopt the Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as amended and restated as of April 15, 2011. For purpose of this vote, abstentions (or a direction to your broker, bank or other nominee to abstain) will be counted as present in person or represented by proxy and entitled to vote on this matter, and therefore will have the effect of a negative vote.

Approval of the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of April 15, 2011 — The affirmative vote of the holders of at least a majority of the total voting power of our common stock present in person or represented by proxy and entitled to vote on this matter is required to adopt the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of April 15, 2011. For purpose of this vote, abstentions (or a direction to your broker, bank or other nominee to abstain) will be counted as present in person or represented by proxy and entitled to vote on this matter, and therefore will have the effect of a negative vote.

Advisory resolution on executive compensation — The affirmative vote of the holders of at least a majority of the total voting power of our common stock present in person or represented by proxy and entitled to vote on this matter is required to approve the advisory resolution on the company’s executive compensation. For purpose of this vote, abstentions (or a direction to your broker, bank or other nominee to abstain) will be counted as present in person or represented by proxy and entitled to vote on this matter, and therefore will have the effect of a negative vote. The results of this vote are not binding on our board of directors.

Advisory vote on frequency of advisory votes on executive compensation — The advisory vote on the frequency of advisory votes on the company’s executive compensation will be determined based on a plurality of the votes cast. This means that the option that receives the most votes will be recommended by the stockholders to our board of directors. For purposes of this proposal, a failure to vote or withholding your vote (or a direction to your broker, bank or other nominee to withhold your vote) is not counted as a vote cast, and therefore will have no effect on the outcome of the proposal. The results of this vote are not binding on our board of directors.

Ratification of the appointment of our independent registered public accounting firm — The affirmative vote of the holders of at least a majority of the total voting power of our common stock present in person or represented by proxy and entitled to vote on this matter is required to ratify the appointment of our independent registered public accounting firm. For purpose of this vote, abstentions (or a direction to your broker, bank or other nominee to abstain) will be counted as present in person or represented by proxy and entitled to vote on this matter, and therefore will have the effect of a negative vote.

Other items — The affirmative vote of the holders of at least a majority of the total voting power of our common stock present in person or represented by proxy and entitled to vote on such matter is

2


 
 

TABLE OF CONTENTS

required to approve any other business properly brought before the annual meeting. For purpose of this vote, abstentions (or a direction to your broker, bank or other nominee to abstain) will be counted as present in person or represented by proxy and entitled to vote on such matter, and therefore will have the effect of a negative vote.

4. Q: Record Date — Which of my shares may I vote?
   A: All shares owned by you as of the close of business on April 20, 2011, which is 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.
5. Q: Quorum — What constitutes a quorum?
   A: 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.

At the close of business on the Record Date, we had • shares of common stock outstanding and entitled to vote.

6. Q: Record Holders and Beneficial Owners — What is the difference between holding shares as a “record holder” versus a “beneficial owner”?
   A: 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:

Record Holders — If your shares are registered directly in your name with our Transfer Agent, BNY Mellon Shareowner Services, you are, with respect to those shares, the stockholder of record or “record holder.” As the record holder, you have the right to grant your voting proxy directly to us or to vote in person at the annual meeting. We have enclosed or sent a proxy card for you to use. You may also vote by mail, over the Internet or by telephone, as described below under the heading “Voting — How can I vote?”

Beneficial Owners — If your shares are held in a brokerage account or bank or by another nominee, you are, with respect to those shares, the “beneficial owner” of shares held in street name. As the beneficial owner, you have the right to direct your nominee on how to vote or to vote in person at the annual meeting. However, since you are not a record holder, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from your nominee (who is the record holder), giving you the right to vote the shares. If you do not wish to vote in person, you may vote by mail, over the Internet or by telephone, as described below under the heading “Voting — How can I vote?”

3


 
 

TABLE OF CONTENTS

7. Q: Voting — How can I vote?
   A: 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:
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.
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.
By Internet — 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.
By Telephone — 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.
8. Q: Broker Non-Votes — What is a broker non-vote?
   A: 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.

If you are the beneficial owner of our common stock, your nominee will send you directions on how you can instruct them to vote.

9. Q: Revocation of Proxy — May I change my vote after I return my proxy?
   A: Yes. You may revoke your proxy and change your vote at any time before the proxy is exercised.

Record holders may change their vote by:

a timely, valid, later-dated proxy;
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
attending the annual meeting and voting in person.

Beneficial owners may change their vote by complying with the instructions on their voting instruction cards.

You should be aware that simply attending the annual meeting will not in and of itself constitute a revocation of your proxy.

10. Q: Voting Results — Where can I find the voting results of the annual meeting?
    A: We will publish the final voting results of the annual meeting in a current report on Form 8-K within four business days after the annual meeting.

4


 
 

TABLE OF CONTENTS

11. Q: Multiple Sets of Proxy Materials — What should I do if I receive more than one set of voting materials?
    A: 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.
12. Q: Householding — What is householding?
    A: The Securities and Exchange Commission, or 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.

To commence or discontinue householding, please notify your broker, bank or other nominee. Alternatively, you may direct such requests in writing to Live Nation Entertainment, Inc., 9348 Civic Center Drive, Beverly Hills, California 90210, Attention: General Counsel, or by phone at (310) 867-7000. Individual copies of the proxy materials also may be requested at any time at this same address and telephone number.

13. Q: Solicitation — Who will pay the costs of soliciting these proxies?
    A: Proxies will be solicited initially by mail. Further solicitation may be made in person or by telephone, electronic mail or facsimile. 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.

We have retained MacKenzie Partners, Inc., an independent proxy solicitation firm, to assist in soliciting proxies from stockholders. MacKenzie will receive a fee of approximately $15,000 as compensation for its services and will be reimbursed for its out-of-pocket expenses. The fee amount is not contingent on the number of stockholder votes cast in favor of any of the proposals.

14. Q: Additional Matters at the Annual Meeting — What happens if additional matters are presented at the annual meeting?
    A: Other than the seven proposals described in this proxy statement, 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.

5


 
 

TABLE OF CONTENTS

15. Q: Stockholder Proposals — What is the deadline to propose business for consideration at next year’s annual meeting of stockholders?
    A: You may submit proposals for consideration at future stockholder meetings.

For a stockholder proposal to be considered for inclusion in our proxy materials for our 2012 Annual Meeting of Stockholders, the proposal must (i) be delivered to us on or before December 31, 2011 and (ii) comply with all applicable SEC rules and regulations, including Rule 14a-8 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Any proposals not received by this deadline will be untimely and not included in our 2012 proxy materials. Alternatively, under our bylaws, a stockholder may bring a proposal before our 2012 Annual Meeting of Stockholders, without including the proposal in our proxy materials, if (i) the stockholder provides us notice of the proposal no earlier than February 16, 2012 and no later than March 17, 2012 and (ii) the proposal concerns a matter that may be properly considered and acted upon at the annual meeting in accordance with our bylaws and corporate governance policies. Any such proposal not received by this deadline will be untimely and not considered at our 2012 Annual Meeting of Stockholders. Stockholders are advised to review our bylaws, which contain additional requirements with respect to advance notice of stockholder proposals. Our bylaws are publicly available on our website at www.livenation.com/investors.

Proposals should be addressed to:

Live Nation Entertainment, Inc.
9348 Civic Center Drive
Beverly Hills, California 90210
Attention: General Counsel

16. 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?
    A: In 2010, the SEC adopted new rules, commonly known as the “proxy access rules,” which provide access to company proxy materials for proposed director nominations by stockholders meeting certain ownership criteria. As of the mailing date of this proxy statement, in response to a court challenge to these proxy access rules, the SEC has exercised its discretion to stay the effectiveness of these proxy access rules pending resolution of this court challenge. Should the proxy access rules ultimately be implemented as currently proposed, then for a director nomination to be considered for inclusion in our proxy materials for our 2012 Annual Meeting of Stockholders under such proxy access rules, such nomination would have to (i) be filed with the SEC no earlier than December 1, 2011 and no later than December 31, 2011, with copies delivered to us and the NYSE and (ii) comply with all applicable SEC rules and regulations, including proposed Rule 14a-11 of the Exchange Act. Any director nominations not received during this period would be untimely and not included in our 2012 proxy materials.

Alternatively, you may propose a director nominee for consideration at the annual meeting by complying with our bylaws, which provides for a notice that must (i) be delivered to us at our principal executive offices set forth immediately above no earlier than February 16, 2012 and no later than March 17, 2012, (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 on our website at www.livenation.com/investors.

6


 
 

TABLE OF CONTENTS

17. Q: Further Questions — Who can help answer my questions?
    A: If you have any questions about our proxy materials or the annual meeting, you can contact our General Counsel at:

Live Nation Entertainment, Inc.
9348 Civic Center Drive
Beverly Hills, California 90210
Attention: General Counsel
(310) 867-7000

7


 
 

TABLE OF CONTENTS

CORPORATE GOVERNANCE

We are committed to maintaining high standards of business conduct and corporate governance, which we believe are essential to running our business efficiently, serving our stockholders well and maintaining our integrity in the marketplace. We have adopted a Code of Business Conduct and Ethics for directors, officers and employees, as well as Board of Directors Governance Guidelines, which, in conjunction with our certificate of incorporation, bylaws and board committee charters, form our framework for governance. All of these documents are publicly available on our website at www.livenation.com/investors or may be obtained upon written request to:

Live Nation Entertainment, Inc.
9348 Civic Center Drive
Beverly Hills, California 90210
Attention: General Counsel

Independence

Our board of directors currently consists of eleven directors, eight of whom are independent (as defined by our Board of Directors Governance Guidelines), one of whom serves as our President and Chief Executive Officer and one of whom serves as our Executive Chairman and Chairman of the Board. For a director to be independent, the board of directors must determine, among other things, that a director does not have any direct or indirect material relationship with us or any of our subsidiaries. The board of directors has established guidelines to assist it in determining director independence, which conform to, or are more exacting than, the independence requirements of the NYSE corporate governance standards. The independence guidelines are set forth in Appendix A of the Board of Directors Governance Guidelines.

Applying these independence standards, the board of directors has determined that Mark Carleton, Jonathan Dolgen, Ariel Emanuel, Robert Ted Enloe, III, Jeffrey T. Hinson, James S. Kahan, Randall T. Mays and Mark S. Shapiro are all independent directors.

Board Composition and Director Qualifications

Our Nominating and Governance Committee periodically assesses the appropriate size and composition of the board of directors, taking into account our specific needs. The committee utilizes various methods for identifying and evaluating candidates for director. Candidates may come to the attention of the committee through recommendations of directors, management, stockholders and professional search firms. Generally, the committee seeks members with diverse backgrounds and viewpoints which contribute to the board of directors’ broad spectrum of experience and expertise, and who have a reputation of integrity. While the Nominating and Governance Committee carefully considers diversity when considering director candidates, it has not established a formal policy regarding diversity.

At a minimum, directors should:

have experience in positions with a high degree of responsibility;
demonstrate strong leadership skills;
have the time, energy, interest and willingness to serve as a director; and
contribute to the mix of skills, core competencies and qualifications of the board of directors and management.

In addition to recommendations from directors, management and professional search firms, the Nominating and Governance Committee will consider director candidates properly submitted by stockholders. Stockholder recommendations should be sent to the General Counsel at our principal executive offices. The Nominating and Governance Committee will review all potential director nominees in the same manner, regardless of the source of the recommendation, in accordance with its charter.

8


 
 

TABLE OF CONTENTS

Board Leadership Structure

The board of directors believes that separate individuals should hold the positions of Chairman of the Board and Chief Executive Officer, and our board of directors is currently led by a Chairman who does not act as Chief Executive Officer. Under our bylaws and Board of Directors Governance Guidelines, the Chairman of the Board is responsible for coordinating the board of directors’ activities, including the scheduling of meetings and the determination of relevant agenda items.

Risk Oversight and Compensation Risk Assessment

The Audit Committee reviews our policies and practices with respect to risk assessment and risk management, including discussing with management our major risk exposures and the steps that have been taken to monitor and control such exposures. The Audit Committee reports the results of its review to the board of directors.

Matters of risk management are brought to the attention of the Audit Committee by our Chief Financial Officer, our General Counsel, our Chief Accounting Officer and our Director of Internal Audit, who regularly reviews and assesses internal processes and controls for ongoing compliance with internal policies, as well as for potential weaknesses that could result in a failure of an internal control process. Management reviews and reports on potential areas of risk at the request of the Audit Committee or other members of the board of directors.

We believe that our compensation policies and practices do not create inappropriate or unintended significant risk to the company as a whole. We also believe that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond the company’s ability to effectively identify and manage significant risks, are compatible with effective internal controls and our risk management practices and are supported by the oversight and administration of the Compensation Committee with regard to executive compensation programs.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics applicable to all of our directors, officers and employees, including our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Controller, which is a “code of ethics” as defined by applicable SEC rules. The purpose and role of this code is to, among other things, focus our directors, officers and employees on areas of ethical risk, provide guidance to help them recognize and deal with ethical issues, provide mechanisms to report unethical or unlawful conduct and to help enhance and formalize our culture of integrity, honesty and accountability. If we make any amendments to this code, other than technical, administrative or other non-substantive amendments, or grant any waivers, including implicit waivers, from any provision of this code that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or Controller, or persons performing similar functions, and that relates to an element of the SEC’s “code of ethics” definition, then we will disclose the nature of the amendment or waiver on our website at www.livenation.com/investors.

Officer and Director Stock Ownership Guidelines

It is the board of directors’ policy that all directors and executive officers, consistent with their responsibilities to our stockholders as a whole, hold a significant equity interest in our company. Toward this end, the board of directors expects all directors and executive officers to own, or acquire within three years of first becoming a director or executive officer, shares of our common stock having a market value of at least $225,000.

The board of directors recognizes that exceptions to this policy may be necessary or appropriate in individual cases and may approve such exceptions from time to time as it deems appropriate in the interest of our stockholders.

9


 
 

TABLE OF CONTENTS

Stockholder Communications

Stockholders and other interested parties may communicate with the board of directors, any committee thereof, the independent or non-management directors as a group or any individual director in writing. All such written communications must identify the recipient and be forwarded by mail to:

Live Nation Entertainment, Inc.
9348 Civic Center Drive
Beverly Hills, California 90210
Attention: General Counsel

The General Counsel will act as agent for the directors in facilitating such communications. In that capacity, the General Counsel may review, sort and summarize the communications.

Complaints about accounting, internal accounting controls or auditing matters may be made by calling our toll-free Business Integrity Hotline at (888) 497-2555, or via a web-reporting tool at www.livenation.alertline.com for those in North America and www.livenationinternational.alertline.com for those in other international locations.

Certain Relationships and Transactions

Our Audit Committee is charged with the responsibility of reviewing, approving and overseeing all related-person transactions, as defined in SEC regulations. This responsibility is set forth, in part, in our Code of Business Conduct and Ethics under the heading “Policy on Related-Person Transactions” and in the Audit Committee Charter.

Generally, the policy covers any transaction in which we were or will be a participant, the amount involved exceeds $120,000 and any “related person” had, or will have, a direct or indirect material interest in the transaction. “Related person” includes, generally, any (i) director or executive officer, (ii) nominee for director, (iii) stockholder who beneficially owns more than 5% of any class of our voting securities and (iv) family members of any of the persons set forth in (i) through (iii) above.

Agreements with Clear Channel

A current member of our board of directors is an officer of Clear Channel Communications, Inc., which we refer to as Clear Channel. From time to time, we purchase advertising from Clear Channel and its subsidiaries in the ordinary course of business on arms-length terms. In 2010, we paid Clear Channel approximately $5.1 million for these advertising services. Additionally, in connection with our 2005 spin-off from Clear Channel, we entered into various lease and licensing agreements with Clear Channel, the terms of which are between five and 11 years and which primarily relate to office space occupied by our employees. In 2010, we paid Clear Channel approximately $0.8 million under these agreements.

Agreements with Liberty

In connection with the merger between Live Nation and Ticketmaster Entertainment, Inc., or Ticketmaster, which is referred to as the merger, we entered into governance and other arrangements with Liberty Media Corporation, which we refer to as Liberty Media, Liberty USA Holdings LLC, or Liberty Holdings, and certain affiliates of Liberty Media, which collectively, together with Liberty Media and Liberty Holdings, are referred to as Liberty. As described in the section entitled “Security Ownership” beginning on page 25, as of April 12, 2011, Liberty owned 33,679,163 shares of our common stock.

Liberty Stockholder Agreement

In February 2009, Liberty Media, Liberty Holdings, Live Nation and Ticketmaster entered into a Stockholder Agreement, or the Liberty Stockholder Agreement. The following summary is qualified by reference to the full Liberty Stockholder Agreement, a copy of which was included as an exhibit to our Current Report on Form 8-K filed with the SEC on February 13, 2009.

Board Representation.  Pursuant to the Liberty Stockholder Agreement, following the completion of the merger, Liberty Media was entitled to nominate up to two Liberty directors for election to the board of directors until the earlier of (i) the date that Liberty ceases to beneficially own 50% of the lesser of (a) the

10


 
 

TABLE OF CONTENTS

shares of Live Nation common stock issued to Liberty in the merger and (b) the product of 16,643,957 (the number of shares of Ticketmaster common stock beneficially owned by Liberty Holdings as of the date of the Liberty Stockholder Agreement) and 1.4743728, which was the final exchange ratio for the merger, and (ii) the first date after the two-year anniversary of the completion of the merger on which Liberty ceases to own shares of Live Nation equity securities representing at least 5% of the total voting power of all Live Nation equity securities.

The directors nominated by Liberty Media must be reasonably acceptable to a majority of the board of directors who are not Liberty directors. In addition, one Liberty director must at all times qualify as “independent” within the meaning of applicable stock exchange rules. Live Nation has agreed to use commercially reasonable efforts to cause the election of each Liberty director, including soliciting proxies in favor of the election of each such Liberty director. In the event a vacancy is created by the death, disability, retirement, resignation or removal (for any reason) of any Liberty director, Liberty Media has the right to designate a replacement or additional Liberty director. The Liberty Stockholder Agreement also addresses Liberty’s rights to representation on certain of the standing committees of the board of directors.

Acquisition Restrictions.  Pursuant to the Liberty Stockholder Agreement, Liberty will not directly or indirectly acquire (subject to certain exceptions), by means of a purchase, tender or exchange offer, business combination or otherwise, beneficial ownership of Live Nation equity securities in excess of 35% of the total voting power of all Live Nation equity securities. Such percentage is subject to adjustment, as described below, and is referred to as Liberty’s applicable percentage. In the event that Liberty’s beneficial ownership of Live Nation equity securities exceeds Liberty’s applicable percentage, no Live Nation equity securities beneficially owned by Liberty in excess of Liberty’s applicable percentage will be voted on any matter submitted to Live Nation stockholders and Live Nation will not recognize any votes cast by Liberty in excess of Liberty’s applicable percentage.

In connection therewith, Live Nation agreed (i) to amend its stockholder rights plan to permit Liberty and certain of its affiliates to acquire Live Nation equity securities up to Liberty’s applicable percentage (and on February 25, 2009, Live Nation and The Bank of New York Mellon entered into such amendment in satisfaction of such obligation), (ii) upon notice of certain permitted transfers of Live Nation equity securities described below, to amend the Live Nation stockholder rights plan to permit such permitted transferee to acquire Live Nation equity securities up to the applicable percentage in effect with respect to such transferee and (iii) not to take certain actions that would materially adversely affect Liberty’s ability to acquire Live Nation equity securities up to Liberty’s applicable percentage or would otherwise impose material economic burdens on Liberty’s ability to do so. Live Nation has also agreed to approve each of Liberty, its affiliates and any of their permitted transferees as an “interested stockholder” of Live Nation within the meaning of Section 203 of the Delaware General Corporation Law, or the DGCL, and to exempt such persons’ acquisition of Live Nation equity securities from the restrictions on “business combinations” set forth in Section 203 of the DGCL.

Transfer of Rights Under the Liberty Stockholder Agreement; Adjustment of Liberty’s Applicable Percentage.  Under certain circumstances, if a transferee of Liberty’s Live Nation equity securities agrees to be bound by the Liberty Stockholder Agreement, certain rights and obligations under the Liberty Stockholder Agreement may be transferred by Liberty to such transferee.

If Liberty transfers Live Nation equity securities to one of Liberty’s affiliates and such entity thereafter ceases to be a Liberty affiliate as a result of a spin-off transaction, all of the rights and obligations of Liberty under the Liberty Stockholder Agreement will apply to such entity, including the rights to board representation described above. In that event, Liberty’s applicable percentage then in effect will apply to the spun-off Liberty affiliate and thereafter the applicable percentage attributable to Liberty Media will be 5%. If, however, Liberty transfers Live Nation equity securities to one of Liberty’s affiliates and no spin-off transaction occurs, then Liberty Media will retain all of the rights to board representation provided by the Liberty Stockholder Agreement.

If Liberty transfers all of its Live Nation equity securities to a third party who, after such transfer, does not own Live Nation equity securities in excess of Liberty’s applicable percentage, then all of the rights and obligations of Liberty under the Liberty Stockholder Agreement, other than the rights to board representation

11


 
 

TABLE OF CONTENTS

described above, will apply to such transferee. In that event, Liberty’s applicable percentage prior to such transfer will apply to such third-party transferee and thereafter the applicable percentage attributable to Liberty will be 0%. Live Nation will thereafter have the opportunity to amend the Live Nation stockholder rights plan to remove Liberty’s ability to acquire Live Nation common stock in excess of the threshold permitted by the Live Nation stockholder rights plan.

The rights and obligations of Liberty Media and Liberty Holdings under the Liberty Stockholder Agreement may only be transferred to a third party twice, which transfers are in addition to the transfer of Live Nation equity securities in connection with the spin-off of a Liberty affiliate as described above.

The Liberty Stockholder Agreement provides that in the event that Liberty transfers Live Nation equity securities other than as described above (subject to certain permitted hedging transactions), Liberty’s applicable percentage will be reduced by the amount of Live Nation equity securities transferred.

Registration Rights Agreement

In January 2010, Live Nation entered into a registration rights agreement, or the Registration Rights Agreement, with Liberty. The following summary is qualified by reference to the full Registration Rights Agreement, a copy of which was included as an exhibit to our Current Report on Form 8-K filed with the SEC on January 29, 2010.

Under the Registration Rights Agreement, Liberty Holdings is entitled to three demand registrations (and unlimited piggyback registrations) with respect to Liberty’s shares of Live Nation common stock, provided that any such demand involves Live Nation common stock with an aggregate offering price of at least $75 million on the date of such demand. Liberty will also be permitted to exercise its registration rights in connection with certain hedging transactions that it may enter into in respect of its shares of Live Nation common stock.

In addition, Live Nation will indemnify Liberty Holdings and Liberty Media, and Liberty Holdings and Liberty Media will indemnify Live Nation, against specified liabilities in connection with misstatements or omissions in any registration statement. Live Nation will be responsible for expenses related to any registration, other than certain specified expenses, including (i) costs of printing and mailing the registration statement or other documents related to the offering, (ii) brokers’ commissions or underwriters’ discounts and (iii) costs of Live Nation relating to analyst or investor presentations.

Subscription Agreement

On February 4, 2011, we entered into a subscription agreement with Liberty Media. Pursuant to the subscription agreement, on February 4, 2011, we sold to Liberty Media 1,797,600 shares of our common stock, which we refer to as the initial shares, for aggregate consideration of $18,835,871.84 in cash, representing a per share purchase price of $10.4784. This per share purchase price represents the five-day trailing volume weighted average price of our common stock, as reported by the NYSE as of February 4, 2011.

As part of the subscription agreement, we also agreed to sell to Liberty Media, and Liberty Media agreed to purchase from us, an additional 5,502,400 shares of our common stock, which we refer to as the additional shares, at the same $10.4784 per share purchase price used in connection with the issuance and sale of the initial shares, which will result in aggregate consideration to us of $57,656,348.16 in cash for the additional shares, which consideration is in addition to the amounts we already received in respect of the initial shares. The number of additional shares to be issued, and the corresponding aggregate consideration to be received by us from their issuance, may be reduced in the event that the parties determine that certain antitrust regulatory approvals are required, in which case those additional shares which we are restricted from issuing will be issued only after such antitrust regulatory approvals have been obtained. The sale and issuance of the additional shares to Liberty Media is subject to receipt of the approval of our stockholders (see Proposal 2 beginning on page 28). The issuance and sale of the additional shares is subject to other customary closing conditions, including the parties’ representations and warranties being true and correct in all material respects as of the closing date, the parties’ performance and compliance with all covenants and agreements in all material respects, the absence of any statute, rule, regulation or order that prohibits or makes illegal the issuance of the additional shares, the absence of any pending or threatened litigation which seeks to enjoin the

12


 
 

TABLE OF CONTENTS

issuance of the additional shares and no event, circumstance, change or effect having occurred which has had or would reasonably be expected to have a material adverse effect on Live Nation and its subsidiaries, taken as a whole. The subscription agreement also contains customary representations, warranties and indemnities from, and in favor of, both us and Liberty Media.

Relationships with IAC and other Spincos

During 2010, two members of our board of directors were officers of IAC/InterActiveCorp, which we refer to as IAC. In August 2008, IAC spun-off each of Ticketmaster and certain other former businesses of IAC, each of which is referred to as a Spinco. IAC’s spin-off of each of the Spincos are referred to collectively as the IAC spin-offs. Following the IAC spin-offs, the relationship among IAC and the Spincos is governed by a number of agreements. These agreements include, among others:

a Separation and Distribution Agreement; and
a Tax Sharing Agreement.

Each of the above agreements, which are collectively referred to as the Spin-Off Agreements, was included as an exhibit to the Ticketmaster Annual Report on Form 10-K for the year ended December 31, 2008 and the summaries of each such agreement are qualified by reference to the full text of the applicable agreement.

Separation and Distribution Agreement

The Separation and Distribution Agreement sets forth the arrangements among IAC and the Spincos regarding the principal transactions necessary to separate each of the Spincos from IAC, as well as governs certain aspects of the relationship of a Spinco with IAC and other Spincos after the completion of the IAC spin-offs.

Each Spinco agreed to indemnify, defend and hold harmless (and to cause the other members of its respective group to indemnify, defend and hold harmless) IAC and each of the other Spincos, and each of their respective current and former directors, officers and employees, from and against any losses arising out of any breach by such indemnifying companies of the spin-off agreements, any failure by such indemnifying company to assume and perform any of the liabilities allocated to such company and any liabilities relating to the indemnifying company’s financial and business information included in filings made with the SEC in connection with the IAC spin-offs. IAC has agreed to indemnify, defend and hold harmless each of the Spincos, and each of their respective current and former directors, officers and employees, from and against losses arising out of any breach by IAC of the spin-off agreements, and any failure by IAC to perform its obligations under the Separation and Distribution Agreement or any spin-off agreement.

In addition, the Separation and Distribution Agreement also governs insurance and related reimbursement arrangements, provision and retention of records, access to information and confidentiality, cooperation with respect to governmental filings and third-party consents and access to property.

Tax Sharing Agreement

The Tax Sharing Agreement governs the respective rights, responsibilities and obligations of IAC and each Spinco after the IAC spin-offs with respect to taxes for periods ending on or before the IAC spin-off of such Spinco. In general, pursuant to the Tax Sharing Agreement, IAC will prepare and file the consolidated federal income tax return, and any other tax returns that include IAC (or any of its subsidiaries) and a Spinco (or any of its subsidiaries) for all taxable periods ending on or prior to, or including, the distribution date of such Spinco with the appropriate tax authorities, and, except as otherwise set forth below, IAC will pay any taxes relating thereto to the relevant tax authority (including any taxes attributable to an audit adjustment with respect to such returns; provided that IAC will not be responsible for audit adjustments relating to the business of a Spinco (or any of its subsidiaries) with respect to pre-spin-off periods if such Spinco fails to fully cooperate with IAC in the conduct of such audit). Each Spinco will prepare and file all tax returns that include solely such Spinco and/or its subsidiaries and any separate company tax returns for such Spinco and/or its subsidiaries for all taxable periods ending on or prior to, or including, the distribution date of such Spinco, and will pay all taxes due with respect to such tax returns (including any taxes attributable to an audit adjustment with respect to such returns). In the event an adjustment with respect to a pre-spin-off period for which IAC is responsible results in a tax benefit to a Spinco in a post-spin-off period, such Spinco will be

13


 
 

TABLE OF CONTENTS

required to pay such tax benefit to IAC. In general, IAC controls all audits and administrative matters and other tax proceedings relating to the consolidated federal income tax return of the IAC group and any other tax returns for which the IAC group is responsible.

Under the Tax Sharing Agreement a Spinco generally (i) may not take (or fail to take) any action that would cause any representation, information or covenant contained in the separation documents or the documents relating to the IRS private letter ruling and the tax opinion regarding the IAC spin-offs to be untrue, (ii) may not take (or fail to take) any other action that would cause the spin-off of such Spinco to lose its tax-free status, (iii) may not sell, issue, redeem or otherwise acquire any of its equity securities (or equity securities of members of its group), except in certain specified transactions for a period of 25 months following the spin-off of such Spinco and (iv) may not, other than in the ordinary course of business, sell or otherwise dispose of a substantial portion of its assets, liquidate, merge or consolidate with any other person for a period of 25 months following the spin-off of such Spinco. Tree.com will not be subject to certain of the restrictions applicable to the other Spincos during the 25-month period following the spin-off of each such other Spinco. During the 25-month period, a Spinco may take certain actions prohibited by these covenants if (a) it obtains IAC’s prior written consent, (b) it provides IAC with an IRS private letter ruling or an unqualified opinion of tax counsel to the effect that such actions will not affect the tax-free nature of the spin-off of such Spinco, in each case satisfactory to IAC in its sole discretion or (c) IAC obtains a private letter ruling at such Spinco’s request. Ticketmaster obtained an unqualified opinion of tax counsel in connection with the merger with Live Nation. In addition, with respect to actions or transactions involving acquisitions of Spinco stock entered into at least 18 months after the distribution of such Spinco, such Spinco will be permitted to proceed with such transaction if it delivers an unconditional officer’s certificate establishing facts evidencing that such acquisition satisfies the requirements of a specified safe harbor set forth in applicable U.S. Treasury Regulations, and IAC, after due diligence, is satisfied with the accuracy of such certification.

Notwithstanding the receipt of any such IRS ruling, tax opinion or officer’s certificate, generally each Spinco must indemnify IAC and each other Spinco for any taxes and related losses resulting from (i) any act or failure to act by such Spinco described in the covenants above, (ii) any acquisition of equity securities or assets of such Spinco or any member of its group and (iii) any breach by such Spinco or any member of its group of any representation or covenant contained in the separation documents or the documents relating to the IRS private letter ruling or tax opinion concerning the spin-off of such Spinco.

Under U.S. federal income tax law, IAC and the Spincos are severally liable for all of IAC’s federal income taxes attributable to periods prior to and including December 31, 2008. Thus, if IAC failed to pay the federal income taxes attributable to it under the Tax Sharing Agreement for periods prior to and including December 31, 2008, the Spincos would be severally liable for such taxes. In the event a Spinco is required to make a payment in respect of a spin-off of such Spinco related tax liability of the IAC consolidated federal income tax return group under these rules for which such Spinco is not responsible under the Tax Sharing Agreement and full indemnification cannot be obtained from the Spinco responsible for such payment under the Tax Sharing Agreement, IAC will indemnify the Spinco that was required to make the payment from and against the portion of such liability for which full indemnification cannot be obtained from the Spinco responsible for such payment under the Tax Sharing Agreement.

The Tax Sharing Agreement also contains provisions regarding the apportionment of tax attributes of the IAC consolidated federal income tax return group, the allocation of deductions with respect to compensatory equity interests, cooperation and other customary matters. In general, tax deductions arising by reason of exercises of options to acquire IAC or Spinco stock, vesting of “restricted” IAC or Spinco stock or settlement of restricted stock units with respect to IAC or Spinco stock held by any person will be claimed by the party that employs such person at the time of exercise, vesting or settlement, as applicable (or in the case of a former employee, the party that last employed such person).

Commercial Agreements

Ticketmaster (i) distributes certain products and services via arrangements with certain Spincos (and vice versa), (ii) provides certain Spincos with various services (and vice versa) and/or (iii) leases office space from IAC. For example:

Ticketmaster leases office space in California from IAC; and

14


 
 

TABLE OF CONTENTS

IAC’s Advertising Solutions business acted as a sales agent for Ticketmaster prior to the merger in connection with the sale of advertising on www.ticketmaster.com and websites of other Ticketmaster businesses.

Aggregate revenues earned in respect of commercial agreements between Ticketmaster and IAC by Ticketmaster and its subsidiaries from businesses that IAC continues to own following the Ticketmaster spin-off were approximately $8,000 in 2010. Aggregate payments made by Ticketmaster and its subsidiaries to IAC and its subsidiaries in respect of commercial agreements were approximately $1.8 million in 2010.

Relationships Involving Executive Officers

Irving Azoff

In January 2010, in connection with the merger, Ticketmaster Entertainment LLC, as the surviving entity in the merger, assumed Ticketmaster’s obligations under a note issued to the Azoff Family Trust of 1997, which we refer to as the Azoff Family Trust. After an initial payment of approximately $1.7 million on February 1, 2010, the outstanding principal amount of the note was approximately $34.7 million, and the note vests and the company pays equal monthly installments of principal and interest of approximately $835,000 on the first day of each month beginning on March 1, 2010 through and until the note is fully paid-off on October 1, 2013. In the event of a termination of Mr. Azoff’s employment with Live Nation without “Cause” or for “Good Reason” or due to death or “Disability” (each as defined in Ticketmaster’s employment agreement with Mr. Azoff), the note immediately will vest and the balance of the note will be due and paid in a cash lump sum. Upon any other termination of Mr. Azoff’s employment, the Azoff Family Trust will forfeit the balance of the note.

In March 2010, the board of directors of Front Line declared a dividend in the amount of $115.74844 per share of Front Line common stock payable in cash to the holders of record of Front Line common stock. This dividend totaled $20.6 million and was paid in March 2010. The Azoff Family Trust, of which Mr. Azoff is co-Trustee, received a pro rata portion of this dividend totaling $3.0 million with respect to the 25,918.276 shares of Front Line common stock held by the trust. In connection with the March 2010 dividend, Mr. Azoff also received a gross-up payment of $0.7 million in respect of the difference between ordinary income and capital gains tax treatment for the portion of the dividend relating to his unvested restricted Front Line common shares, which gross-up was pursuant to his restricted share grant agreement. The amount of the pro rata dividend paid to FLMG Holdings Corp., or FLMG, and TicketWeb, LLC (which at the time were the wholly-owned subsidiaries of Ticketmaster that hold Ticketmaster’s interest in Front Line), was $15.0 million. Prior to the payment of the dividend, FLMG made a loan to Front Line in the amount of $21.3 million, evidenced by a promissory note from Front Line to FLMG with a principal amount of $21.3 million and bearing interest at a rate of 4.5%, payable no later than November 30, 2010. A portion of the proceeds from the note was used, together with cash on hand at Front Line, to pay the dividend. The note was fully repaid in the fourth quarter of 2010.

In January 2011, the board of directors of Front Line declared a dividend in the amount of $115.74844 per share of Front Line common stock payable in cash to the holders of record of Front Line common stock. This dividend totaled $20.1 million and was paid in January 2011. The Azoff Family Trust received a pro rata portion of this dividend totaling $3.0 million. In connection with the January 2011 dividend, Mr. Azoff received a gross-up payment of $0.6 million. The amount of the pro rata dividend paid to FLMG Holdings Corp., or FLMG, and TicketWeb, LLC was $15.0 million. Prior to the payment of the dividend, FLMG made a loan to Front Line in the amount of $20.7 million, evidenced by a promissory note from Front Line to FLMG with a principal amount of $20.7 million and bearing interest at a rate of 4.5%, payable no later than December 31, 2011. A portion of the proceeds from the note was used, together with cash on hand at Front Line, to pay the dividend.

On February 4, 2011, the company entered into a Stock Purchase Agreement, dated as of February 4, 2011 (the “Stock Purchase Agreement”), by and among the company, FLMG Holdings Corp., Irving Azoff, the Azoff Family Trust (together with Irving Azoff, the “Azoff Sellers”), Madison Square Garden, L.P. (“MSG”), LNE Holdings, LLC (“MSG Sub” and, together with MSG, the “MSG Sellers”; the MSG Sellers and the Azoff Sellers, are collectively referred to as the “Sellers”), and Front Line, pursuant to which the company

15


 
 

TABLE OF CONTENTS

acquired substantially all of the remaining equity interests of Front Line that it did not previously own. The transactions contemplated by the Stock Purchase Agreement were consummated on February 4, 2011.

Pursuant to the Stock Purchase Agreement, among other things, the company purchased all restricted and unrestricted shares of common stock of Front Line held by the Azoff Sellers for $2,372.84 per share of Front Line common stock and canceled all options to purchase common stock of Front Line held by the Azoff Sellers in exchange for consideration consisting of 1,405,392 shares of newly-issued company common stock and $47.4 million in cash. In addition, under the terms of the Stock Purchase Agreement, the company paid the Azoff Sellers an amount equal to the January 2011 dividend paid by Front Line (described above) to the Azoff Sellers, pro rated for the period from January 1, 2011 through February 4, 2011, and paid Irving Azoff $8.6 million in cash and 374,408 shares of newly-issued company common stock in respect of a tax gross-up due to him in respect of his restricted Front Line common stock. The Stock Purchase Agreement contained customary representations, warranties and indemnities. The company common stock issued to the Azoff Sellers was valued at $10.4784 per share, which represents the five-day trailing volume weighted average stock price on the day prior to the closing date.

Prior to the February 2011 transaction, the Azoff Family Trust was a party to the Second Amended and Restated Stockholders’ Agreement of Front Line dated as of June 9, 2008, as amended, which is referred to as the Front Line Stockholders’ Agreement. The Front Line Stockholders’ Agreement governed certain matters related to Front Line and the ownership of securities of Front Line, including board designation rights, transaction approval requirements, share transfer provisions, and put and call rights. The Front Line Stockholders’ Agreement also provided for the annual pro rata dividend to be paid to the stockholders as soon as reasonably practicable after the end of each fiscal year. The Front Line Stockholders’ Agreement was terminated in connection with the February 2011 transaction.

Allison Statter, Mr. Azoff’s daughter, is employed by Front Line in a non-executive officer position. In 2010, Ms. Statter earned a salary of $191,667, a bonus of $25,000 and received a dividend payment of $12,195 and automobile-related perquisites totaling $23,132. In February 2011, the company purchased Ms. Statter’s 105.3590 restricted shares of Front Line common stock, which shares were granted to her under Front Line’s equity incentive plan, for consideration of $250,000.

Richard Statter, Mr. Azoff’s son-in-law, is employed by Ticketmaster in a non-executive officer position. For 2010, the amounts paid to Mr. Statter were below the threshold for reportable transactions set by Item 404(a) of Regulation S-K of the rules and regulations of the SEC.

Jeffrey Azoff, Mr. Azoff’s son, is employed by Front Line in a non-executive officer position. For 2010, the amounts paid to Mr. Jeffrey Azoff were below the threshold for reportable transactions set by Item 404(a) of Regulation S-K of the rules and regulations of the SEC.

ATC Aviation, Inc., or ATC, which is owned by Mr. Azoff, owns both an aircraft and a fractional interest in a different aircraft. An aircraft management and charter company, unrelated to either the company or ATC, manages and operates the fully-owned aircraft on ATC’s behalf and charges the company market rates for the use of the fully-owned aircraft when used by Mr. Azoff or other executives on company business, a portion of which is paid to ATC. In addition, ATC is reimbursed by the company for expenses incurred from the use of its fractional interest when used by Mr. Azoff or other executives for company business. In 2010, the company made payments to ATC and the outside aircraft management and charter company totaling $731,130 pursuant to the foregoing arrangements.

16


 
 

TABLE OF CONTENTS

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Director Nominees

The board of directors is soliciting approval of the following four Class II director nominees:

Jonathan Dolgen
Robert Ted Enloe, III
Jeffrey T. Hinson
James S. Kahan

The Class II directors will serve for a three-year term expiring on the date of our Annual Meeting of Stockholders held in 2014 or until their successors are elected or their earlier resignation or removal. All of the Class II director nominees are current members of the board of directors and are standing for re-election.

Each of the director nominees has indicated a willingness to continue service as a director if elected. If any director nominee becomes unable to serve, the board of directors may designate a substitute nominee, in which case the designated proxy holders, Mr. Rapino and Ms. Willard, will vote for such substitute nominee.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
EACH NAMED DIRECTOR NOMINEE.

General Information About the Board of Directors

Our bylaws provide that our business and affairs will be managed by, or under the direction of, our board of directors. The directors are apportioned into three classes, with each serving a three-year term. We currently have four Class I directors, four Class II directors and three Class III directors. Set forth below is biographical information for the Class II director nominees and our continuing directors as of the date of this proxy statement.

     
Name   Age   Position   Term
Irving L. Azoff   63   Executive Chairman and Chairman of the Board   Expires 2013
Mark Carleton   50   Director   Expires 2013
Jonathan Dolgen   66   Director   Director Nominee
Ariel Emanuel   50   Director   Expires 2012
Robert Ted Enloe, III   72   Director   Director Nominee
Jeffrey T. Hinson   56   Director   Director Nominee
James S. Kahan   63   Director   Director Nominee
Gregory B. Maffei   50   Director   Expires 2012
Randall T. Mays   45   Director   Expires 2012
Michael Rapino   45   President, Chief Executive Officer and Director   Expires 2013
Mark S. Shapiro   41   Director   Expires 2013

Irving L. Azoff is our Executive Chairman along with serving on our board of directors and has served in these capacities since January 2010. Mr. Azoff became the Chairman of the Board in February 2011. From October 2008 to January 2010, Mr. Azoff was Chief Executive Officer of Ticketmaster. He also served as a member of Ticketmaster’s board of directors from January 2009 until the merger. Mr. Azoff has served as Chief Executive Officer of Front Line Management Group, Inc., or Front Line, since its inception in January 2005. Mr. Azoff also serves as a director of Clear Channel.

The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Azoff should serve as a director: his professional background and experience, his leadership skills acquired while building Front Line Management and serving as Chief Executive Officer of Ticketmaster, his extensive knowledge and understanding of and reputation in the music industry and his understanding of Ticketmaster’s and Front Line’s business, operations, products and services.

17


 
 

TABLE OF CONTENTS

Mark Carleton has served as a member of our board of directors since January 2010 and served as a member of Ticketmaster’s board of directors from August 2008 until the merger. He currently serves as a Senior Vice President of Liberty Media Corporation. Prior to that, he was employed by KPMG LLP from July 1982 to November 2003, most recently as a Partner and National Industry Director — Communications Segment and also served on KPMG’s board. Mr. Carleton was a practicing CPA during his time at KPMG. Mr. Carleton currently serves as a director of Mobile Streams, Air Methods Corp. and a number of private companies and formerly served as a director of DIRECTV.

The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Carleton should serve as a director: his professional background and experience, his current and previously held senior-executive level positions, his service on other public and private company boards and his specialized expertise in public company accounting.

Jonathan Dolgen has served as a member of our board of directors since January 2010 and served as a member of Ticketmaster’s board of directors from August 2008 until the merger. From July 2004 through April 2010, Mr. Dolgen had also been a Senior Advisor to Viacom, Inc., which is referred to as Old Viacom, a worldwide entertainment and media company, where he provided advisory services to the Chief Executive Officer of Old Viacom, or others designated by him, on an as-requested basis. Effective December 31, 2005, Old Viacom was separated into two publicly traded companies, Viacom Inc., which is referred to as New Viacom, and CBS Corporation. From the separation of Old Viacom until April 2010, Mr. Dolgen provided advisory services to the Chief Executive Officer of New Viacom, or others designated by him, on an as-requested basis. Since July 2004, Mr. Dolgen has been a private investor, and since September 2004, Mr. Dolgen has been a principal of Wood River Ventures, LLC, or Wood River, a private start-up entity that seeks investment and other opportunities and provides consulting services primarily in the media sector. Since April 2005, Mr. Dolgen, through Wood River, has had an arrangement with Madison Dearborn Partners, LLC to seek investment opportunities, and to consult, primarily in the media sector. From October 2006 through March 2008, Mr. Dolgen served as Senior Consultant for ArtistDirect, Inc. From April 1994 to July 2004, Mr. Dolgen served as Chairman and Chief Executive Officer of the Viacom Entertainment Group, a unit of Old Viacom, where he oversaw various operations of Old Viacom’s businesses, which during 2003 and 2004 primarily included the operations engaged in motion picture production and distribution, television production and distribution, regional theme parks, theatrical exhibition and publishing. As a result of the separation of Old Viacom, Old Viacom’s motion picture production and distribution and theatrical exhibition business became part of New Viacom’s businesses, and substantially all of the remaining businesses of Old Viacom overseen by Mr. Dolgen remained with CBS Corporation. Mr. Dolgen began his career in the entertainment industry in 1976 and, until joining the Viacom Entertainment Group, served in executive positions at Columbia Pictures Industries, Inc., Twentieth Century Fox and Fox, Inc. and Sony Pictures Entertainment. Since August 2005, Mr. Dolgen has been a Director of Expedia, Inc. and from October 2004 until September 2008, Mr. Dolgen was a Director of Charter Communications, Inc.

The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Dolgen should serve as a director: his professional background and experience, previously held senior-executive level positions, his service on other public company boards, his extensive experience with companies in the media sector and expertise in both traditional and new media.

Ariel Emanuel has served as a member of our board of directors since September 2007. Mr. Emanuel was a founding partner of Endeavor, a leading talent agency that merged with the William Morris Agency in 2009, creating WME Entertainment. Mr. Emanuel was an integral part of Endeavor’s success and provided its vision. Mr. Emanuel is now CEO of WME Entertainment. Mr. Emanuel is also a member of the Board of Trustees of the American Film Institute.

The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Emanuel should serve as a director: his professional background and experience, his leadership skills acquired while building Endeavor and guiding WME Entertainment, his extensive knowledge and understanding of and reputation in the entertainment industry and his expertise in artist representation.

18


 
 

TABLE OF CONTENTS

Robert Ted Enloe, III has served as a member of our board of directors since December 2006. Mr. Enloe has been Managing General Partner of Balquita Partners, Ltd., a family securities and real estate investment partnership, since 1996, and he currently serves as a director of Leggett & Platt Inc. and Silicon Laboratories Inc. Mr. Enloe’s former positions include Vice Chairman of the Board and member of the Office of the Chief Executive for Compaq Computer Corporation and president of Lomas Financial Corporation and Liberte Investors.

The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Enloe should serve as a director: his professional background and experience, previously held senior-executive level positions, his service on other public and private company boards, his extensive experience with technology companies and his financial expertise.

Jeffrey T. Hinson has served as a member of our board of directors since December 2005. Mr. Hinson has been President of YouPlus Media, LLC since June 2009. Previously, he served as Chief Executive Officer of Border Media Partners, LLC from July 2007 to July 2009, was a private financial consultant from July 2005 to June 2007 and served as Executive Vice President and Chief Financial Officer of Univision Communications Inc. from March 2004 to June 2005. He served as Senior Vice President and Chief Financial Officer of Univision Radio, the radio division of Univision, from September 2003 to March 2004. From 1997 to 2003, Mr. Hinson served as Senior Vice President and Chief Financial Officer of Hispanic Broadcasting Corporation, which was acquired by Univision in 2003 and became the radio division of Univision. Mr. Hinson also serves as a director of TiVo Inc. and Windstream Corporation.

The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Hinson should serve as a director: his professional background and experience, previously held senior-executive level positions, his service on other public company boards, his extensive experience with companies in the media sector and his financial expertise.

James S. Kahan has served as a member of our board of directors since September 2007. Mr. Kahan is a former executive of AT&T where he spent nearly 38 years. During his tenure at AT&T and its predecessors, he oversaw approximately $300 billion of acquisitions and divestitures, including the acquisitions of Pacific Telesis (1997), Southern New England Telecommunications (1998), Ameritech (1999) and the former AT&T Corp. (2005), as well as Cingular Wireless’ acquisition of AT&T Wireless (2004). He was also responsible for AT&T’s acquisition of BellSouth Corp. in 2006. Mr. Kahan serves as a director of Amdocs Ltd., which provides software products and services to the communications industry worldwide, as well as a director of Catch Media.

The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Kahan should serve as a director: his professional background and experience, previously held senior-executive level positions, his service on other public and private company boards and his financial and mergers and acquisitions expertise.

Gregory B. Maffei has served as a member of our board of directors since February 2011. Mr. Maffei has served as a director of Liberty Media since November 2005, and as its Chief Executive Officer and President since February 2006. He also served as Liberty Media’s CEO-Elect from November 2005 through February 2006. Prior to joining Liberty Media, Mr. Maffei served as President and Chief Financial Officer of Oracle Corporation during 2005 and as Chairman and Chief Executive Officer of 360networks Corporation from 2000 until 2005. Previously, Mr. Maffei was the Chief Financial Officer of Microsoft Corporation from 1997 to 2000. Mr. Maffei has served as a director of Electronic Arts, Inc. since June 2003 and as a director of Sirius since 2009. Mr. Maffei served as a director of DIRECTV (or its predecessor) from June 2008 to June 2010. Mr. Maffei served as a director of Expedia, Inc. from 1999 to 2003, and as a director of Starbucks Corporation from 1999 to 2006. Mr. Maffei was also Chairman of the Board of Expedia, Inc. from 1999 to 2002.

The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Maffei should serve as a director: his professional background and experience, his leadership and reputation in the media and communications sectors, previously held senior-executive level positions and his service on other public and private company boards.

19


 
 

TABLE OF CONTENTS

Randall T. Mays has served as a member of our board of directors since our formation. He serves as the Vice Chairman of Clear Channel. Previously, he served as President and Chief Financial Officer of Clear Channel. Mr. Mays has served on the board of directors of Clear Channel since April 1999 and has served on the board of directors of Clear Channel Outdoor Holdings, Inc. since 1997.

The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Mays should serve as a director: his professional background and experience, previously held senior-executive level positions, his service on other public and private company boards and his financial, media and advertising expertise.

Michael Rapino is our President and Chief Executive Officer and has served in this capacity since August 2005. He has also served on our board of directors since December 2005. From August 2004 to August 2005, Mr. Rapino was Chief Executive Officer and President of our predecessor’s Global Music division.

The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Rapino should serve as a director: his professional background and experience, his leadership skills acquired prior to and while serving as Chief Executive Officer of Live Nation, his extensive knowledge and understanding of and reputation in the music industry and his understanding of Live Nation’s business, operations, products and services.

Mark S. Shapiro has served as a member of our board of directors since November 2008. Mr. Shapiro is a limited partner in Dick Clark Productions and has served as its Chief Executive Officer since May 2010. Previously, he served as President and Chief Executive Officer of Six Flags, Inc., the world’s largest regional theme park company, from 2005 to 2010. Prior to joining Six Flags in 2005, Mr. Shapiro spent 12 years at ESPN, Inc. where he served as Executive Vice President, Programming and Production and in various other capacities. During his tenure, he garnered 16 Emmy Awards and the first two Peabody Awards won by ESPN. Six Flags filed a voluntary petition to restructure its debt obligations under Chapter 11 of the U.S. Bankruptcy Code on June 13, 2009 and emerged from Chapter 11 on May 3, 2010. Mr. Shapiro is also a director of The Tribune Company, Equity Residential, Papa John’s International, Inc. and Frontier Communications Corporation. The Tribune Company filed a voluntary petition to restructure its debt obligations under Chapter 11 on December 8, 2008.

The following experience, qualifications, attributes and/or skills led the board of directors to conclude that Mr. Shapiro should serve as a director: his professional background and experience, previously held senior-executive level positions, his service on other public company boards and his extensive experience with companies in the entertainment sector.

Board Meetings

Our board of directors met eight times during 2010. All incumbent directors attended at least 75% of the aggregate meetings of the board of directors and of board committees on which they served during the time they were serving as a director or committee member, as applicable. We have adopted a formal policy on director attendance at annual meetings of stockholders, which states that each director is strongly encouraged to attend such meetings, unless attendance is precluded by health or other significant personal matters. Ten of our then-current directors attended our 2010 annual meeting of stockholders.

The board of directors has appointed Mr. Maffei to preside over executive sessions of the non-management directors.

Board Committees

The board of directors has four standing committees: the Audit Committee, the Nominating and Governance Committee, the Compensation Committee and the Executive Committee, each of which is described below. Each committee, other than the Executive Committee, operates under a written charter adopted by the board of directors. All of the committee charters are publicly available on our website at www.livenation.com/investors or may be obtained upon written request to our General Counsel at our principal executive offices.

20


 
 

TABLE OF CONTENTS

Committee members are elected by the board of directors, upon the Nominating and Governance Committee’s recommendations, and serve until their successors are elected or their earlier resignation or removal. The current composition of the board committees is as follows:

       
  Audit
Committee
  Nominating and
Governance
Committee
  Compensation
Committee
  Executive
Committee
Irving Azoff                                ü  
Mark Carleton              ü       ü           
Jonathan Dolgen     ü                ü           
Ariel Emanuel              ü                    
Robert Ted Enloe, III                       ü  (Chair)           
Jeffrey T. Hinson     ü (Chair)                             
James S. Kahan     ü                             
Gregory B. Maffei                                ü  (Chair)  
Randall T. Mays              ü  (Chair)                ü  
Michael Rapino                                ü  
Mark S. Shapiro                       ü           

Audit Committee

The Audit Committee currently consists of Messrs. Dolgen, Hinson and Kahan. The board of directors has determined that all three members of the Audit Committee are independent, as defined by the NYSE corporate governance standards, Rule 10A-3 of the Exchange Act and our independence standards. The board of directors has also determined that each Audit Committee member is financially literate and that both Messrs. Hinson and Kahan have the attributes of an audit committee financial expert as defined in the applicable SEC regulations. During the 2010 fiscal year, the Audit Committee met seven times.

As set forth in more detail in the Audit Committee Charter, the Audit Committee’s purpose is to assist the board of directors in its general oversight of the quality and integrity of our accounting, auditing and financial reporting and internal control practices. The specific responsibilities of the Audit Committee include:

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;

21


 
 

TABLE OF CONTENTS

overseeing our Policy on Related-Person Transactions, as amended and supplemented from time to time;
reviewing and approving the Report of the Audit Committee included in our annual proxy statements; and
complying with all other responsibilities and duties set forth in the Audit Committee Charter.

For additional information concerning the Audit Committee, see “Report of the Audit Committee” included in this proxy statement.

Nominating and Governance Committee

The Nominating and Governance Committee currently consists of Messrs. Carleton, Emanuel and Mays.

The board of directors has determined that all three members of the Nominating and Governance Committee are independent, as defined by the NYSE corporate governance standards and our independence standards. The Nominating and Governance Committee met twice during the 2010 fiscal year.

The specific responsibilities of the Nominating and Governance Committee include:

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.

During most of 2010, the Nominating and Governance Committee consisted of Jonathan Dolgen, Ariel Emanuel, Victor Kaufman and Randall Mays. Mr. Kaufman resigned from the board of directors in December 2010. In March 2011, the board of directors appointed the current members of the Nominating and Governance Committee.

Compensation Committee

The Compensation Committee currently consists of Messrs. Carleton, Dolgen, Enloe and Shapiro.

The board of directors has determined that all four members of the Compensation Committee are independent, as defined by the NYSE corporate governance standards and our independence standards. During the 2010 fiscal year, the Compensation Committee met ten times.

The specific responsibilities of the Compensation Committee include:

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 included in our proxy statements;
reviewing and discussing with management the Compensation Discussion and Analysis included in our proxy statements; and
complying with all other responsibilities and duties set forth in the Compensation Committee Charter.

Compensation Committee meetings are regularly attended by the Chief Executive Officer and, from time to time, other members of management, including the Chairman of the Board.

22


 
 

TABLE OF CONTENTS

Executive Committee

The Executive Committee currently consists of Messrs. Azoff, Maffei, Mays and Rapino. The Executive Committee was formed in February 2011, and consequently did not meet during the 2010 fiscal year.

The specific responsibilities of the Executive Committee are to:

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

During 2010, we paid each of our non-employee directors an annual cash retainer of $60,000. Additionally, we paid (i) each member of the Audit Committee, Compensation Committee and Nominating and Governance Committee an additional annual cash retainer of $10,000, $6,000 and $4,500, respectively; (ii) the Chairpersons of the Audit Committee, Compensation Committee and Nominating and Governance Committee a further annual cash retainer of $11,000, $6,500 and $5,500, respectively, and (iii) a per-meeting fee of $1,500 to directors and committee members for attendance at meetings in excess of eight board of directors meetings, eight Audit Committee meetings, eight Compensation Committee meetings and/or five Nominating and Governance Committee meetings per year, as applicable.

In December 2010, our board of directors approved a revised non-employee director compensation plan. The revised plan, prepared by Compensia (independent outside compensation consultants to the Compensation Committee) and recommended by the Compensation Committee, is intended to increase Live Nation’s competitive position as it relates to board remuneration. Under the revised plan, Live Nation will pay (i) each of its non-employee directors an annual cash retainer of $75,000; (ii) each member of the Audit Committee, Compensation Committee and Nominating and Governance Committee an additional annual cash retainer of $17,500, $12,500 and $7,500, respectively; and (iii) the Chairpersons of the Audit Committee, Compensation Committee and Nominating and Governance Committee a further annual cash retainer of $15,000, $12,500 and $7,500, respectively. No additional per-meeting fees apply under the revised plan.

Under both the prior and the revised plans, each non-employee director also receives a grant of $125,000 in shares of restricted stock based on the average closing price of our stock during the 20 trading days prior to the date of the grant (i) upon such non-employee director’s appointment to the board of directors (pro rated for the period from the director’s appointment through the anticipated date of our next annual meeting of stockholders), and (ii) on an annual basis thereafter. We may also grant additional discretionary stock-based awards to our non-employee directors, and these directors may elect to receive their cash fees in the form of shares of our common stock.

In addition to the annual payments and grants described above, in connection with the closing of the Ticketmaster merger in January 2010, (i) each then-current Live Nation non-employee director received a cash payment of $25,000 in recognition of such directors’ extraordinary service to the company in connection with the merger process; (ii) each then-current member of the Compensation Committee received a further cash payment of $25,000 in recognition of that committee’s efforts in reviewing and negotiating proposed compensation arrangements for executive officers in anticipation of the merger; and (iii) Mr. Mays was granted 20,000 shares of Live Nation restricted stock as compensation for his service as Chairman of the Board.

In December 2010, Mr. Kahan received an additional cash payment of $27,500 in respect of his significant additional work in connection with the then-pending transaction to acquire the remaining equity interests in Front Line.

23


 
 

TABLE OF CONTENTS

Generally, only non-employee directors are eligible to receive compensation for their services as a director. Accordingly, neither Mr. Rapino, our President and Chief Executive Officer, nor Mr. Azoff, our Executive Chairman, received any separate director compensation during 2010.

2010 Director Compensation Table

The following table shows compensation of the members of our board for the fiscal year ended December 31, 2010. As discussed above, any board member who is also an employee of the company does not receive separate compensation for service on the board.

       
Name(1)   Fees Earned or
Paid in Cash
($)
  Stock
Awards
($)(2)(3)(4)
  Stock Option
Awards
($)(2)
  Total
($)
Irving L. Azoff                        
Mark Carleton     69,000       137,167             206,167  
Barry Diller     60,000       137,167             197,167  
Jonathan Dolgen     90,000       137,167             227,167  
Ariel Emanuel     114,875       137,167             252,042  
Robert Ted Enloe, III     123,125       137,167             260,292  
Jeffrey T. Hinson     106,000       137,167             243,167  
James S. Kahan     125,000       137,167             262,167  
Victor Kaufman     64,500       137,167             201,667  
Gregory B. Maffei                        
John C. Malone     60,000       137,167             197,167  
L. Lowry Mays     40,000                   40,000  
Randall T. Mays     92,500       380,167             472,667  
Connie McCombs McNab     41,125                   41,125  
Jonathan F. Miller     60,000       137,167             197,167  
Michael Rapino                        
Mark S. Shapiro     119,000       137,167             256,167  

(1) Messrs. Azoff, Carleton, Diller, Dolgen, Kaufman and Miller and Dr. Malone joined our board of directors and Mr. L. Mays and Ms. McCombs McNab resigned from our board of directors in January 2010 upon completion of the merger. Each of Ms. McCombs McNab and Mr. L. Mays forfeited 13,997 unvested shares of restricted stock immediately upon their resignation from our board of directors, and the remainder of their company equity was accelerated and immediately vested, which did not result in any incremental expense to the company. Mr. Kaufman resigned from our board of directors in December 2010. Mr. Kaufman forfeited 12,171 unvested shares of restricted stock and 15,684 unvested restricted stock units immediately upon his resignation from our board of directors. Mr. Diller and Dr. Malone resigned from our board of directors in January 2011 and February 2011, respectively. Mr. Diller forfeited 12,171 unvested shares of restricted stock and 7,842 unvested restricted stock units, and Dr. Malone forfeited 12,171 unvested shares of restricted stock, immediately upon their resignation from our board of directors. Mr. Miller resigned from our board of directors in April 2011. Mr. Maffei joined our board of directors in February 2011.
(2) The amounts set forth in these columns reflect shares of restricted stock and stock options, as applicable, 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, except that no assumptions for forfeitures were included for restricted stock awards (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). A discussion of the assumptions used in calculating the grant date fair value is set forth in Note 15 of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2010. The stock options and restricted stock awards vest in one, four or five equal annual installments beginning on the first anniversary of the grant, with the exception of the December 2010 restricted stock award which will vest in full in June 2011. As of December 31, 2010, Messrs. Emanuel and Kahan each held 10,000 stock options and 28,668 unvested shares of restricted stock; Mr. Enloe held 20,000

24


 
 

TABLE OF CONTENTS

stock options and 28,168 unvested shares of restricted stock; Mr. Hinson held 20,000 stock options and 27,418 unvested shares of restricted stock; Mr. R. Mays held 100,000 stock options and 46,168 unvested shares of restricted stock; Mr. Shapiro held 26,168 unvested shares of restricted stock; Messrs Diller, Dolgen and Miller each held 12,171 unvested shares of restricted stock and 15,684 unvested restricted stock units; and Mr. Carleton and Dr. Malone each held 12,171 unvested shares of restricted stock.
(3) Upon completion of the Ticketmaster merger in January 2010, Mr. R. Mays received 20,000 shares of restricted stock having an aggregate grant date fair value of $243,000, which grant was in recognition of Mr. Mays’ service as Chairman of the Board. In December 2010, Messrs. Carleton, Diller, Dolgen, Emanuel, Enloe, Hinson, Kahan, Kaufman, Malone, R. Mays, Miller and Shapiro each received 12,171 shares of restricted stock, with each restricted stock award having an aggregate grant date fair value of $137,167, which shares represented the 2010 annual grant pursuant to our non-employee director compensation policy. All of Mr. Miller’s company equity, including his December 2010 grant, was accelerated and vested in full immediately prior to his resignation from our board of directors in April 2011.
(4) Excludes the 2009 annual grant to non-employee directors, which was made on January 15, 2010 due to the 2009 annual meeting of stockholders having been delayed due to the pending Ticketmaster merger. Such grant was previously reported in the proxy statement in respect of the 2010 annual meeting of stockholders as 2009 director compensation. The amount of the 2009 annual grant was 13,997 shares of restricted stock to each then-current non-employee director (Messrs. Emanuel, Enloe, Hinson, Kahan, L. Mays, R. Mays and Shapiro and Ms. McNab).

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves as a member of the compensation committee or as a member of the board of directors of any other company of which any member of the Compensation Committee or board of directors is an executive officer.

Security Ownership

The following table sets forth certain information regarding beneficial ownership of our common stock as of April 15, 2011, by:

each person known by us to beneficially own more than 5% of our common stock;
each director and director nominee;
each of the current executive officers named in the 2010 Summary Compensation Table; and
all of our executive officers, directors and director nominees as a group.

25


 
 

TABLE OF CONTENTS

Beneficial ownership is determined in accordance with SEC rules and regulations. Unless otherwise indicated in the footnotes to this table, and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Beneficial ownership also includes shares of common stock subject to options exercisable, and restricted stock units that will vest, on or before June 11, 2011 (60 days after April 12, 2011); provided, however, that these shares are not deemed outstanding for computing the percentage ownership of each other person. The percentage of beneficial ownership is based on 181,852,324 shares of our common stock outstanding (or deemed to be outstanding under SEC rules and regulations) as of April 12, 2011. Unless otherwise indicated, the address of each of the stockholders listed below is c/o Live Nation Entertainment, Inc., 9348 Civic Center Drive, Beverly Hills, California 90210.

           
Name of Beneficial Owner   Common
Stock
  Exercisable
Options
  Restricted
Stock
Unvested
  Other   Total   Percent
Irving L. Azoff(1)     126,982       2,539,672       795,772       3,254,172       6,716,598       3.64 % 
Mark Carleton                 12,171             12,171        *  
Jonathan Dolgen(2)     22,488             12,171             34,659        *  
Ariel Emanuel     29,161       7,500       14,671             51,332        *  
Robert Ted Enloe, III     29,661       18,000       14,171             61,832        *  
Jeffrey T. Hinson     36,661       20,000       12,171             68,832        *  
James S. Kahan(3)     64,161       7,500       14,671       36,500       122,832        *  
Gregory B. Maffei                 4,071             4,071        *  
Randall T. Mays(4)     51,662       100,000       27,171       135,551       314,384        *  
Mark S. Shapiro     20,202             12,171             32,373        *  
Michael Rapino     630,515       1,805,000       611,465             3,046,980       1.66 % 
Nathan Hubbard     55,714       40,000       243,030             338,744        *  
Michael Rowles     47,762       50,000       239,235             336,997        *  
Kathy Willard     112,874       60,000       240,530             413,404        *  
All directors and executive officers as a group (16 persons)(5)     1,230,601       4,708,922       2,429,596       3,426,223       11,795,342       6.32 % 
Liberty Media Corporation(6)                       33,679,163       33,679,163       18.52 % 
Blackrock, Inc.(7)                       13,116,030       13,116,030       7.21 % 
Tiger Global Management, LLC(8)                       11,950,393       11,950,393       6.57 % 
Shapiro Capital Management LLC(9)                       10,796,781       10,796,781       5.94 % 

* Percentage of common stock beneficially owned by the named stockholder does not exceed one percent of our common stock.
(1) Includes 3,254,172 restricted shares held by trusts of which Mr. Azoff is a trustee, but not a beneficiary.
(2) Includes 137 shares held by a charitable foundation with which Mr. Dolgen is affiliated. Mr. Dolgen disclaims beneficial ownership of these shares.
(3) Includes 36,500 shares held by trusts of which Mr. Kahan is the trustee, but not a beneficiary.
(4) Includes 38,198 shares held by trusts of which Mr. Mays is the trustee, but not a beneficiary, and 87,834 shares in a GRAT for Mr. Mays and 9,519 shares in a GRAT for Paula Mays.
(5) Includes 3,328,870 shares held by trusts of which such persons are trustees, but not beneficiaries and 97,353 shares held in GRATs.
(6) Address: 12300 Liberty Boulevard, Englewood, Colorado 80112. Information is based solely on a Schedule 13D filed by Liberty Media Corporation with the SEC on February 1, 2010, as amended by Schedule 13D/A filed with the SEC on March 3, 2010, Schedule 13D/A filed with the SEC on November 10, 2010, Schedule 13D/A filed with the SEC on November 22, 2010 and Schedule 13D/A filed with the SEC on February 9, 2011. Such forms state that the reporting persons aggregately have sole voting power with respect to 33,679,163 shares, shared voting power with respect to no shares and sole dispositive power with respect to all shares.

26


 
 

TABLE OF CONTENTS

(7) Address: 40 East 52nd Street, New York, New York, 10022. Information is based solely on a Schedule 13G filed by Blackrock, Inc. with the SEC on January 29, 2010, as amended by Schedule 13G/A filed with the SEC on February 7, 2011. Such forms state that the reporting persons aggregately have sole voting power with respect to 13,116,030 shares, shared voting power with respect to no shares and sole dispositive power with respect to all shares.
(8) Address: 101 Park Avenue, 48th Floor, New York, New York, 10178. Information is based solely on a Schedule 13G filed by Tiger Global, L.P., Tiger Global II, L.P., Tiger Global Master Fund, L.P., Tiger Global Performance, LLC, Tiger Global Management, LLC, and Charles P. Coleman III with the SEC on June 23, 2010, as amended by Schedule 13G/A filed with the SEC on February 11, 2011. Such forms state that the reporting persons aggregately have sole voting power with respect to 11,950,393 shares, shared voting power with respect to no shares and sole dispositive power with respect to all shares.
(9) Address: 3060 Peachtree Road, Ste. 1555 N.W., Atlanta, Georgia 30305. Information is based solely on a Schedule 13G filed by Shapiro Capital Management LLC and Samuel R. Shapiro with the SEC on February 11, 2011. Such Schedule 13G states that the reporting persons aggregately have sole voting power with respect to 9,515,012 shares, shared voting power with respect to 1,281,769 shares and sole dispositive power with respect to all shares.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and holders of more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. These reporting persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of the Section 16(a) forms received by us, or written representations from reporting persons that no such forms were required to be filed, as applicable, we believe that the reporting persons complied with all of the Section 16(a) filing requirements during the 2010 fiscal year.

27


 
 

TABLE OF CONTENTS

PROPOSAL NO. 2 — APPROVAL OF THE ISSUANCE AND SALE OF SHARES OF
OUR COMMON STOCK TO LIBERTY MEDIA CORPORATION

Background

On February 4, 2011, we entered into a subscription agreement with Liberty Media Corporation (“Liberty”). Pursuant to the subscription agreement, on February 4, 2011, we sold to Liberty 1,797,600 shares of our common stock, which we refer to as the initial shares, for aggregate consideration of $18,835,871.84 in cash, representing a per share purchase price of $10.4784. This per share purchase price represents the five-day trailing volume weighted average price of our common stock, as reported by the NYSE as of February 4, 2011.

As part of the subscription agreement, we also agreed to sell to Liberty, and Liberty agreed to purchase from us, an additional 5,502,400 shares of our common stock, which we refer to as the additional shares, at the same $10.4784 per share purchase price used in connection with the issuance and sale of the initial shares, which will result in aggregate consideration to us of $57,656,348.16 in cash for the additional shares, which consideration is in addition to the amounts we already received in respect of the initial shares. The number of additional shares to be issued, and the corresponding aggregate consideration to be received by us from their issuance, may be reduced in the event that the parties determine that certain antitrust regulatory approvals are required, in which case those additional shares which we are restricted from issuing will be issued only after such antitrust regulatory approvals have been obtained. The additional shares will be issued in reliance upon the exemption from registration under the Securities Act of 1933, as amended, or the Securities Act, provided by Section 4(2) thereof for transactions not involving a public offering. The sale and issuance of the additional shares to Liberty is subject to receipt of the approval of our stockholders, as described under “Stockholder Approval Requirement” below, which approval we agreed to seek at the annual meeting. The issuance and sale of the additional shares is subject to other customary closing conditions, including the parties’ representations and warranties being true and correct in all material respects as of the closing date, the parties’ performance and compliance with all covenants and agreements in all material respects, the absence of any statute, rule, regulation or order that prohibits or makes illegal the issuance of the additional shares, the absence of any pending or threatened litigation which seeks to enjoin the issuance of the additional shares and no event, circumstance, change or effect having occurred which has had or would reasonably be expected to have a material adverse effect on Live Nation and its subsidiaries, taken as a whole. The subscription agreement also contains customary representations, warranties and indemnities from, and in favor of, both us and Liberty. As of the Record Date, Liberty owned approximately 18.•% of our outstanding shares of common stock and has agreed, pursuant to the subscription agreement, to vote all such shares in favor of this proposal to issue the additional shares. The description of the subscription agreement set forth herein is a summary of the material terms of the agreement and does not purport to be a complete description of all of the terms of the agreement. A copy of the complete subscription agreement is attached to this proxy statement as Annex A.

The terms of the subscription agreement and the issuance and sale of the additional shares were negotiated for us by a special committee of our board of directors consisting of Messrs. Kahan and Mays, both of whom are independent directors within the meaning of the rules of the NYSE, and who engaged separate legal counsel and financial advisors to advise the special committee. The board of directors delegated such power and authority to the special committee in order to facilitate an orderly process and to ensure independence. The special committee determined that the form of the subscription agreement was fair to us and in our best interests. The material terms of the transaction were ultimately approved by the board of directors, with Mr. Carleton and Dr. Malone abstaining due to Liberty’s interest in the transaction and Mr. Azoff not present at such meeting due to the discussion of a separate transaction in which he was an interested party. We are proposing to issue and sell the additional shares to Liberty in order to further strengthen our balance sheet and provide us with additional financial flexibility as we execute our growth strategy. We currently anticipate that the net proceeds from the issuance and sale of the additional shares will be used to fund capital expenditures and for other general corporate purposes.

28


 
 

TABLE OF CONTENTS

Stockholder Approval Requirement

Our common stock is listed on the NYSE, and we are therefore subject to the rules and regulations of the NYSE. NYSE Listed Company Manual Section 312.03(b) (“Section 312.03(b)”), among other things, requires stockholder approval prior to the issuance or sale to any of our directors, officers or substantial security holders (a “related party”) of shares of our common stock in any transaction or series of transactions if the number of shares of common stock issued or sold exceeds either 1% of the number of shares of our common stock or 1% of the voting power outstanding before the issuance of such shares of common stock.

As of the Record Date, there were • shares of our common stock outstanding; the 5,502,400 additional shares that will be issued to Liberty, together with the 1,797,600 initial shares issued to Liberty on February 4, 2011, constitute approximately •% of this amount, thus exceeding the 1% threshold in Section 312.03(b). As of the Record Date, Liberty owns approximately 18.•% of our outstanding shares of common stock and has appointed Messrs. Carleton and Maffei to our board of directors pursuant to contractual rights set forth in the Liberty Stockholder Agreement, and thus constitutes a related party for purposes of Section 312.03(b). As a result of the foregoing, in order to comply with Section 312.03(b), we are seeking stockholder approval of the issuance and sale of the additional shares to Liberty. See “Interest of Certain Persons in the Issuance and Sale of the Additional Shares” below for more information.

Consequences If Stockholders Approve the Proposal

If stockholders approve the issuance and sale of the additional shares to Liberty, we will, subject to satisfaction of the other closing conditions set forth in the subscription agreement, issue 5,502,400 new shares to Liberty and receive approximately $57.7 million in gross proceeds from Liberty. The rights and privileges associated with the shares of our common stock to be issued to Liberty will be identical to the rights and privileges associated with the common stock held by our existing common stockholders, including voting rights and associated preferred stock purchase rights. The additional shares will not have any preemptive rights associated with them. As discussed below under “Interest of Certain Persons in the Issuance and Sale of the Additional Shares,” Liberty and its affiliates have certain registration rights with respect to shares of our common stock held by them, including the initial shares and the additional shares. Any such shares that are issued or sold pursuant to an effective registration statement will be freely transferable without restriction under the Securities Act. This free transferability may materially and adversely impact the market price of our common stock if large quantities of our common stock are sold into the market by Liberty.

The additional shares constitute •% of our outstanding shares of common stock as of the Record Date. Accordingly, if the proposal is approved and we issue and sell the additional shares to Liberty, our existing stockholders will incur dilution of their voting power and will own a proportionately smaller percentage of our outstanding common stock. Because the per share purchase price for the additional shares has already been determined, as explained above, the actual market price per share of our common stock at the time of the consummation of the issuance and sale of the additional shares could be higher or lower than the price that Liberty will pay to acquire the additional shares. On •, 2011, the most recent practicable date prior to the mailing of this proxy statement, the closing price per share of our common stock on the NYSE was $•.

Liberty is our largest stockholder and its ownership percentage will increase as a result of its acquisition of the additional shares, giving it a proportionately larger influence over any future actions requiring stockholder approval.

Consequences If Stockholders Do Not Approve the Proposal

If stockholders do not approve the issuance and sale of the additional shares to Liberty by July 31, 2011 and/or the other closing conditions set forth in the subscription agreement have not been met or waived by such date, then both we and Liberty will have the right to terminate the subscription agreement and abandon the issuance and sale of the additional shares pursuant thereto, subject the parties’ right to extend such termination date until August 31, 2011 if antitrust regulatory approvals are required and have not been obtained.

29


 
 

TABLE OF CONTENTS

Interest of Certain Persons in the Issuance and Sale of the Additional Shares

Liberty beneficially owns more than 5% of the outstanding shares of our common stock. Upon the issuance and sale of the additional shares, Liberty’s beneficial ownership percentage will increase from approximately •% to approximately •% of the outstanding shares of our common stock, based on the number of shares outstanding as of the Record Date. As discussed above under “Certain Relationships and Transactions — Agreements with Liberty,” we and Liberty are parties to both the Liberty Stockholder Agreement and the Registration Rights Agreement. The provisions of both of these agreements will become applicable to the additional shares. Two members of our board of directors, Messrs. Carleton and Maffei, are appointees of Liberty pursuant to the Liberty Stockholder Agreement and abstained from the board of directors’ recommendation for this proposal below.

Vote Needed to Approve

The affirmative vote of the holders of at least a majority of the total voting power of our common stock present in person or represented by proxy and entitled to vote on this matter is required to approve the issuance and sale of shares of our common stock to Liberty. For purpose of this vote, abstentions (or a direction to your broker, bank or other nominee to abstain) will be counted as present in person or represented by proxy and entitled to vote on this matter, and therefore will have the effect of a negative vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO APPROVE
THE ISSUANCE AND SALE OF SHARES OF OUR COMMON STOCK TO LIBERTY.

30


 
 

TABLE OF CONTENTS

PROPOSAL NO. 3 — APPROVAL OF THE LIVE NATION ENTERTAINMENT, INC. 2006 ANNUAL INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF APRIL 15, 2011

Background

The board of directors is submitting for stockholder approval the Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as amended and restated as of April 15, 2011 (the “Amended 2006 Plan”). The board of directors approved and adopted the Amended 2006 Plan on April 15, 2011, subject to stockholder approval. In the event that our stockholders do not approve the Amended 2006 Plan, the Live Nation Entertainment, Inc. 2006 Annual Incentive Plan will remain in effect on its terms and conditions as in effect immediately prior to its amendment and restatement on April 15, 2011. The purpose of the Amended 2006 Plan is to provide performance-based compensation to executive officers and other selected key employees of Live Nation and its subsidiaries that will not be subject to the executive compensation deduction limitations of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code.

Under the Amended 2006 Plan, Live Nation’s Compensation Committee may pay bonuses based on the attainment of designated performance objectives within one or more performance periods. Utilizing those performance objectives, the Compensation Committee can reward accomplishments achieved during the applicable performance period. The board of directors believes that the Amended 2006 Plan benefits stockholders because it creates a strong incentive for executives to meet or exceed specified financial and/or operational goals.

The board of directors has determined that it is in the best interests of Live Nation and its stockholders to maximize the tax deductibility of amounts payable under the Amended 2006 Plan. Accordingly, Live Nation has structured the Amended 2006 Plan in a manner such that payments made under it can satisfy the requirements for “performance-based” compensation within the meaning of Section 162(m). In general, Section 162(m) places a limit on the deductibility for federal income tax purposes of the compensation paid to the Chief Executive Officer and the next three highest compensated officers of Live Nation, excluding our chief financial officer (referred to collectively as the “Covered Persons”), who were employed by Live Nation on the last day of its taxable year. Under Section 162(m), compensation paid to Covered Persons in excess of $1 million in a taxable year is not generally deductible. However, compensation that qualifies as “performance-based” under Section 162(m) does not count against this $1 million limitation. The Amended 2006 Plan sets forth, among other things, the relevant performance objectives under which bonuses may be paid under the Amended 2006 Plan. Pursuant to Section 162(m), if Live Nation’s stockholders approve the Amended 2006 Plan and the other requirements of Section 162(m) are satisfied with respect to awards under the Amended 2006 Plan, amounts paid to the Covered Persons pursuant to the Amended 2006 Plan in forthcoming periods will not be subject to the $1 million compensation deduction limitation imposed by Section 162(m), potentially generating substantial tax savings.

The Amended 2006 Plan amends the Live Nation, Inc. 2006 Annual Incentive Plan, as previously amended and restated (the “2006 Plan”) by providing additional performance criteria on which pre-established performance goals may be based for purposes of awarding qualified performance-based awards pursuant to Section 162(m). The board of directors originally adopted the Live Nation, Inc. 2006 Annual Incentive Plan in 2006 (the “Original 2006 Plan”) and our stockholders previously approved the Original 2006 Plan in 2007.

Plan Summary

The principal features of the Amended 2006 Plan are summarized below. This summary does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended 2006 Plan attached as Annex B to this proxy statement.

Administration

The Amended 2006 Plan is administered by the Compensation Committee of our board of directors. Subject to the terms of the Amended 2006 Plan, the Compensation Committee has the authority to (i) select the individuals who may participate in the Amended 2006 Plan, (ii) prescribe the terms and conditions of each participant’s award and make amendments thereto, (iii) determine whether and the extent to which the performance objectives have been met, (iv) construe, interpret and apply the provisions of the Amended 2006 Plan and of any agreement or other document evidencing an award made under the Amended 2006 Plan and (v) make any and all determinations and take all other actions necessary to administer the Amended 2006 Plan.

31


 
 

TABLE OF CONTENTS

Eligibility

Executive officers and other key employees of Live Nation and its subsidiaries selected by the Compensation Committee will be eligible to participate in the Amended 2006 Plan. Currently, there are six individuals eligible to participate in the Amended 2006 Plan.

Performance Awards

Performance objectives may be based upon any one or more of the following criteria, applied to an individual, a subsidiary, a business unit or division, Live Nation or one or more of its subsidiaries, or such other operating units as the Compensation Committee may designate:

earnings per share, per share growth or adjusted earnings per share,
share price, total shareholder return or share price performance on an absolute basis and/or relative to an index,
gross or net profit or operating margin,
net earnings,
return on equity or assets,
gross or net sales or revenues or revenue growth,
operating income growth, or operating income either before or after depreciation, amortization and/or non-cash compensation expense (or other objectively determinable adjusted calculations of such measure as the Compensation Committee may prescribe, including, without limitation, adjustments to eliminate the effect of acquisitions, dispositions and/or other extraordinary transactions),
earnings either before or after deduction of interest, taxes, depreciation and/or amortization (or other objectively determinable adjusted calculations of such measure as the Compensation Committee may prescribe, including, without limitation, adjustments to eliminate the effect of acquisitions, dispositions and/or other extraordinary transactions),
market share or market penetration,
net income (either before or after taxes) or adjusted net income,
operating earnings or profit,
cash flow either before or after taxes (including, but not limited to, operating cash flow and free cash flow) or improvement in cash flow,
return on capital,
return on sales,
costs or cost savings,
funds from operations,
expenses,
working capital,
implementation, completion or the achievement of milestones with respect to critical projects,
economic value,
customer or client retention,
sales-related goals,
cash available for distribution,
achievement of operational goals or metrics,
attainment of company, divisional or departmental budgets,
improvements in attainment of expense levels, or
any combination of the foregoing.

32


 
 

TABLE OF CONTENTS

The amount of an award, if any, payable to a participant will depend upon whether and the extent to which the performance objective(s) of the award are achieved during the applicable performance period. Performance objectives may be established on a periodic, annual, cumulative or average basis, and may be established on a corporate-wide basis and/or with respect to operating units, divisions, subsidiaries, acquired businesses, minority investments, partnerships or joint ventures. The Compensation Committee may establish different payout levels based upon the levels of achievement of the performance objectives specified in the award. Awards may contain more than one performance objective, which may be satisfied in the alternative, and performance objectives may be based upon multiple performance criteria. The level or levels of performance specified with respect to a performance objective may be expressed in absolute terms, as objectives relative to performance in prior periods, as an objective compared to the performance of one or more comparable companies or an index covering multiple companies or otherwise as the Compensation Committee may determine. Notwithstanding anything to the contrary contained in the Amended 2006 Plan, the performance objectives under any award must be objective and must otherwise meet the requirements of Section 162(m).

Maximum Annual Amount Payable to a Participant

No participant may earn more than $15,000,000 in any calendar year pursuant to an award under the Amended 2006 Plan.

Plan Operation

Performance objectives will be established by the Compensation Committee and communicated to the participant by the 90th day of the applicable performance period or, if earlier, before 25% of the applicable performance period has elapsed. The Compensation Committee will determine the performance period applicable to an award. Subject to the requirements of the Amended 2006 Plan and applicable law, each award will contain such other terms and conditions as the Compensation Committee, acting in its discretion, may prescribe.

Payment of Awards

Upon certification of the achievement of performance objectives by the Compensation Committee and subject to any deferral arrangements or other conditions that may be permitted or required by the Compensation Committee, the award will be settled in cash.

The Compensation Committee is authorized to reduce or eliminate the performance award of any participant, for any reason, including changes in the participant’s position or duties, whether due to termination of employment (including death, disability, retirement, voluntary termination or termination with or without cause) or otherwise. To the extent necessary to preserve the intended economic effects of the Amended 2006 Plan or an award under the Amended 2006 Plan, the Compensation Committee is authorized to adjust pre-established performance objectives and other terms of performance awards to take into account certain material events, including: (i) a change in corporate capitalization; (ii) a material or extraordinary corporate transaction involving Live Nation or a subsidiary, including, without limitation, a merger, consolidation, reorganization, spin-off or the sale of a subsidiary or of the assets of a business or division; (iii) a partial or complete liquidation of Live Nation or any subsidiary; or (iv) certain changes in accounting rules; provided, however, that no such adjustment may cause a performance award to fail to be non-deductible under Section 162(m) of the Code.

Unless the Compensation Committee determines otherwise, no payment related to an award will be made to a participant whose employment with Live Nation or its subsidiaries terminates (for any reason other than death) before the payment date of the award.

Duration and Amendment

The Amended 2006 Plan was originally effective as of January 1, 2006 and will continue in 2011 and for future years as permitted by applicable law. The board of directors or the Compensation Committee may, at any time or from time to time, amend the Amended 2006 Plan. Amendment may be made without stockholder approval, unless such approval is required to maintain the status of the Amended 2006 Plan under Section 162(m) of the Code. The board of directors may terminate the Amended 2006 Plan at any time.

33


 
 

TABLE OF CONTENTS

U.S. Federal Income Tax Consequences

All amounts paid under the Amended 2006 Plan should constitute taxable income to the participant when paid. If the Compensation Committee so allows under the terms of the Amended 2006 Plan, a participant may be able to elect to defer a portion of the bonus, and as a result may be entitled to defer the recognition of income. Generally, subject to Section 162(m) of the Code, Live Nation will be entitled to a federal income tax deduction when amounts paid under the Amended 2006 Plan are included in the employee’s income.

As stated above, the Amended 2006 Plan is being submitted for stockholder approval so that cash bonuses paid under the Amended 2006 Plan qualify for tax deductibility by Live Nation to the greatest extent permissible under Section 162(m). However, stockholder approval is only one of several requirements under Section 162(m), and stockholder approval of the Amended 2006 Plan should not be viewed as a guarantee that all amounts paid under the Amended 2006 Plan will be deductible by Live Nation.

THE ABOVE SUMMARY OF THE U.S. FEDERAL INCOME TAX CONSEQUENCES DOES NOT PURPORT TO BE COMPLETE. THE PRECEDING DISCUSSION IS ONLY A GENERAL SUMMARY OF THE FEDERAL INCOME TAX CONSEQUENCES CONCERNING THE AMENDED 2006 PLAN AND DOES NOT ADDRESS THE TAX CONSEQUENCES ARISING IN THE CONTEXT OF A PARTICIPANT’S DEATH OR THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH A PARTICIPANT’S INCOME OR GAIN MAY BE TAXABLE.

New Plan Benefits

The table below sets forth the currently determinable future cash awards under the Amended 2006 Plan and the currently determinable future restricted stock awards under the Amended 2005 Plan (as defined below in Proposal No. 4), in each case, that may be paid or granted to the respective individual or group upon the satisfaction of performance objectives established by the Compensation Committee for the 2011 fiscal year. Except as set forth below, future awards under the Amended 2006 Plan or Amended 2005 Plan are discretionary and the Compensation Committee has not made any determination to make future grants to any persons under either plan, but may do so in the future.

34


 
 

TABLE OF CONTENTS

Estimated New Plan Benefits in Fiscal Year 2011

       
Name and Position   Amended 2006 Plan   Amended 2005 Plan
  Dollar Value ($)   Number of Units   Dollar Value ($)   Number of Units
Michael Rapino,
President, Chief Executive Officer and Director
    3,500,000 (1)                  150,000 (2) 
Irving Azoff,
Executive Chairman and
Chairman of the Board
    1,500,000 (3)            0       0  
Nathan Hubbard,
Chief Executive Officer – Ticketing
    630,000 (4)            0       0  
Michael Rowles,
General Counsel and
Secretary
    577,500 (4)            0       0  
Kathy Willard,
Chief Financial Officer
    630,000 (4)            0       0  
Executive Officer Group     6,837,500 (5)                  150,000  
Non-Executive Director Group     0       0       750,000 (6)       
Non-Executive Officer
Employee Group
    0       0       0       0  

(1) Represents the sum of (i) the target cash bonus amount to be awarded upon achievement of an Adjusted Operating Income target; and (ii) the target cash bonus amount to be awarded upon achievement of a separate Adjusted Operating Income target, in each case under the Amended 2006 Plan and as such targets have been established by the Compensation Committee with respect to the 2011 fiscal year. Mr. Rapino is eligible to receive aggregate bonuses ranging between $2,800,000 and $4,200,000, based on straight-line interpolation upon achievement of between 90% and 110% of the applicable performance objectives.
(2) Represents the number of restricted common shares granted to Mr. Rapino in March 2011 under the Amended 2005 Plan, up to 100% of which will vest upon the achievement of certain Adjusted Operating Income and operational targets established by the Compensation Committee for the 2011 fiscal year.
(3) Represents the target cash bonus amount to be awarded under the Amended 2006 Plan upon achievement of an Adjusted Operating Income target established by the Compensation Committee for the 2011 fiscal year. Mr. Azoff is eligible to receive a bonus ranging between $1,000,000 and $2,000,000, based on straight-line interpolation upon achievement of between 90% and 110% of the performance objective. Mr. Azoff is additionally entitled to a $2,000,000 guaranteed annual bonus from Front Line pursuant to his employement agreement, which is not awarded pursuant to the Amended 2006 Plan.
(4) Represents the maximum bonus amount to be awarded under the Amended 2006 Plan upon achievement of Adjusted Operating Income, cash flow and/or expense targets, in each case, as established by the Compensation Committee for the 2011 fiscal year. Partial bonuses may be paid based on achievement of fewer than all applicable performance criteria in accordance with the terms of these awards.
(5) Total for this group may be as high as $8,037,500 upon maximum attainment of all applicable performance criteria for the awards disclosed.
(6) Represents the aggregate dollar value of 2011 grants of restricted common shares expected to be awarded under the Amended 2005 Plan to six of our non-employee directors pursuant to our non-employee director compensation plan. As described in greater detail above, under the plan, each non-employee director receives an annual restricted stock grant valued at $125,000, with the number of shares to be determined on the grant date based on the applicable 20-day trailing average closing price per share of our common stock. Grants to the three of our non-employee directors who were not directors of Live

35


 
 

TABLE OF CONTENTS

Nation prior to the Ticketmaster merger, Messrs. Carleton, Dolgen and Maffei, may be awarded under either the Amended 2005 Plan or the Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan (the “Ticketmaster Plan”), and have been excluded from the table as they are currently expected to be awarded under the Ticketmaster Plan. In the event these grants are awarded under the Amended 2005 Plan, the aggregate dollar value of 2011 grants awarded under the Amended 2005 Plan pursuant to the policy would be $1,125,000.

If our stockholders do not approve the Amended 2006 Plan, the 2006 Plan will remain in effect as previously approved by our stockholders.

In considering whether to vote for approval of the Amended 2006 Plan, you should be aware that Live Nation’s executive officers may receive cash performance awards under the Amended 2006 Plan (if approved by the stockholders). Failure of our stockholders to approve this proposal will not affect any awards that may have been previously granted under the 2006 Plan or the ability of Live Nation to grant awards under the 2006 Plan or otherwise.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ADOPTING THE LIVE NATION ENTERTAINMENT, INC. 2006 ANNUAL INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF APRIL 15, 2011.

36


 
 

TABLE OF CONTENTS

PROPOSAL NO. 4 — APPROVAL OF THE LIVE NATION ENTERTAINMENT, INC. 2005
STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF APRIL 15, 2011

Background

The board of directors is submitting for stockholder approval the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of April 15, 2011 (the “Amended 2005 Plan”). The Amended 2005 Plan amends the Live Nation, Inc. 2005 Stock Incentive Plan, as amended and restated (the “2005 Plan”). The board of directors originally adopted the Live Nation, Inc. 2005 Stock Incentive Plan in 2005 (the “Original 2005 Plan”). In 2007, the stockholders approved the 2005 Plan, which amended and restated the Original 2005 Plan. The board of directors approved and adopted the Amended 2005 Plan on April 15, 2011, subject to stockholder approval.

As of April 6, 2011, Live Nation had granted stock options and restricted stock for a total of 12,817,653 shares of our common stock under the 2005 Plan, and there remained 1,082,347 shares of our common stock available for future awards under the 2005 Plan. The closing sale price of Live Nation’s common stock on April •, 2011 was $•.

The Amended 2005 Plan is a broad-based incentive plan that provides for the grant of stock options, stock appreciation rights, restricted stock, deferred stock awards, dividend equivalents, phantom shares, bonus shares and other forms of equity-based and cash awards, including performance-based cash and stock awards. The board of directors believes that Live Nation’s success and long-term progress are dependent upon attracting and retaining its directors, officers, employees, consultants and advisers, and aligning the interests of such individuals with those of its stockholders. The Amended 2005 Plan gives the Compensation Committee the maximum flexibility to use various forms of incentive awards as part of Live Nation’s overall compensation program.

The board of directors has determined that it is in the best interests of Live Nation and its stockholders to maximize the tax deductibility of performance-based cash and stock awards payable under the Amended 2005 Plan. Accordingly, Live Nation has structured the Amended 2005 Plan in a manner such that payments made under it may be designed to satisfy the requirements for “performance-based” compensation within the meaning of Section 162(m) to maximize tax deductibility. The Amended 2005 Plan sets forth, among other things, the performance objectives under which awards may be paid under the plan.

The Amended 2005 Plan amends the 2005 Plan in the following material respects:

The maximum number of shares of common stock that may be issued or awarded under the Amended 2005 Plan is increased by 10,000,000 shares to a total of 23,900,000;
The individual award limits are revised such that the maximum aggregate number of shares of common stock with respect to one or more awards that may be granted to any one person during any calendar year is 5,000,000 and the maximum aggregate amount of cash that may be paid to any one person during a calendar year with respect to one or more awards payable in cash is $15,000,000; and
Additional performance criteria on which pre-established performance goals may be based for purposes of awarding qualified performance-based awards pursuant to Section 162(m) are provided.

Plan Summary

The principal features of the Amended 2005 Plan are summarized below. This summary does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended 2005 Plan attached as Annex C to this proxy statement.

Administration

The Amended 2005 Plan is administered by the Compensation Committee; however, the full board of directors retains sole responsibility and authority for making and administering awards to any of our non-employee directors. Subject to the terms of the Amended 2005 Plan, the Compensation Committee has authority to (i) select the individuals that may participate in the Amended 2005 Plan, (ii) prescribe the terms and conditions of each participant’s award and make amendments thereto, (iii) construe, interpret and apply

37


 
 

TABLE OF CONTENTS

the provisions of the Amended 2005 Plan and of any award made under the plan and (iv) make any and all determinations and take all other actions necessary to administer the Amended 2005 Plan. The Compensation Committee may delegate any of its responsibilities and authority to other persons or a subcommittee, subject to applicable law.

Securities Covered by the Plan

Subject to adjustments as required or permitted by the Amended 2005 Plan, Live Nation may issue a total of twenty-three million nine hundred thousand (23,900,000) shares of its common stock, $0.01 par value per share, under the Amended 2005 Plan. The following shares are not taken into account in applying these limitations: (i) shares covered by awards that expire or are canceled, forfeited, settled in cash or otherwise terminated, (ii) shares delivered to Live Nation or withheld by Live Nation for the payment or satisfaction of purchase price or tax withholding obligations associated with the exercise or settlement of an award and (iii) shares covered by stock-based awards assumed by Live Nation in connection with the acquisition of another company or business.

Individual Award Limitations

In any calendar year, no participant may receive under the Amended 2005 Plan (i) awards covering more than five million (5,000,000) shares and (ii) performance-based cash awards exceeding more than fifteen million dollars ($15,000,000).

Eligibility

Awards may be made under the Amended 2005 Plan to Live Nation’s or its subsidiaries’ present or future directors, officers, employees, consultants or advisers. Currently, there are approximately 6,500 individuals eligible to participate in the Amended 2005 Plan. For purposes of the Amended 2005 Plan, a subsidiary is any entity in which Live Nation has a direct or indirect ownership interest of at least 50%.

Forms of Award

Stock Options and Stock Appreciation Rights.  Live Nation may grant stock options intended to qualify as “incentive stock options” under Section 422 of the Code, or ISOs, as well as stock options that are not intended to qualify as ISOs. Live Nation may also grant stock appreciation rights, or SARs. In general, stock options and SARs give their holder the right to receive the appreciation in value of the shares of our common stock covered by the award following the date the award is granted. The per share exercise price of a stock option and the per share base value of a SAR may not be less than the fair market value per share of common stock on the date the option or SAR is granted. Live Nation may not reprice options granted under the Amended 2005 Plan without stockholder approval. Generally, the term of a stock option may be up to ten years. Different limitations apply to ISOs granted to our ten-percent stockholders: in such cases, the term may not be greater than five years and the exercise price may not be less than 110% of the fair market value per share of our common stock on the date the option is granted.

The Compensation Committee may impose such vesting, exercise, forfeiture and other terms and conditions as it deems appropriate with respect to stock options and SARs. The exercise price under a stock option or SAR may be paid in cash or in any other form or manner permitted by the Compensation Committee, including without limitation, delivery of previously-owned shares of our common stock, a combination of delivery of previously-owned shares of our common stock and cash payment or, with respect to stock options only, payment pursuant to broker-assisted cashless exercise procedures. Methods of exercise and other terms of SARs will be determined by the Compensation Committee.

The Compensation Committee may establish such exercise and other conditions applicable to an option following the termination of the optionee’s employment or other service with Live Nation and its subsidiaries as the Compensation Committee deems appropriate on a grant-by-grant basis.

Restricted Stock and Deferred Stock Awards.  The Amended 2005 Plan authorizes the Compensation Committee to make restricted stock awards, pursuant to which shares of our common stock are issued to designated participants subject to transfer restrictions and vesting conditions. Subject to such conditions as the Compensation Committee may impose, the recipient of a restricted stock award generally will have the rights of common stock holders as though the shares subject to the restricted stock award were fully vested,

38


 
 

TABLE OF CONTENTS

provided, however, that shares covered by restricted stock awards granted on or after January 8, 2010 will not carry dividend rights prior to the vesting of such shares and the holder of such a restricted stock award will, with respect to unvested shares of restricted stock, have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the company prior to the vesting of the applicable shares. Once vested, shares covered by a restricted stock award will entitle the holder to the same dividend rights as other shares of common stock.

Deferred stock awards generally provide the right to receive shares of common stock in the future, subject to such conditions as the Compensation Committee may impose including, for example, continuing employment or service for a specified period of time or satisfaction of specified performance criteria. Prior to settlement, deferred stock awards do not carry voting, dividend or other rights associated with stock ownership; however, dividend equivalents may be payable or accrue if the Compensation Committee so determines in connection with an award of deferred stock.

Unless the Compensation Committee determines otherwise, shares of restricted stock and non-vested deferred stock awards will be forfeited upon the recipient’s termination of employment or other service with Live Nation and its subsidiaries.

Other Equity-Based Awards.  The Amended 2005 Plan gives the Compensation Committee broad discretion to grant dividend equivalent payment rights, phantom shares, bonus shares and other forms of equity-based awards, and to provide for settlement of such awards in cash and/or shares. The Amended 2005 Plan also allows non-employee directors to elect to receive all or part of their annual retainers in the form of shares of our common stock in lieu of cash. The number of shares of common stock issued in lieu of any annual cash retainer will be determined using the fair market value of our common stock on the date of issuance of such shares.

Performance-Based Awards.  The Compensation Committee may also grant performance-based awards under the Amended 2005 Plan. In general, performance-based awards provide for the payment of cash and/or shares of our common stock upon the achievement of objective, predetermined performance objectives established by the Compensation Committee. Performance objectives may be based upon any one or more of the following business criteria:

earnings per share, per share growth or adjusted earnings per share,
share price, total shareholder return or share price performance on an absolute basis and/or relative to an index,
gross or net profit or operating margin,
net earnings,
return on equity or assets,
gross or net sales or revenues or revenue growth,
operating income growth, or operating income either before or after depreciation, amortization and/or non-cash compensation expense (or other objectively determinable adjusted calculations of such measure as the Compensation Committee may prescribe, including, without limitation, adjustments to eliminate the effect of acquisitions, dispositions and/or other extraordinary transactions),
earnings either before or after deduction of interest, taxes, depreciation and/or amortization (or other objectively determinable adjusted calculations of such measure as the Compensation Committee may prescribe, including, without limitation, adjustments to eliminate the effect of acquisitions, dispositions and/or other extraordinary transactions),
market share or market penetration,
net income (either before or after taxes) or adjusted net income,
operating earnings or profit,

39


 
 

TABLE OF CONTENTS

cash flow either before or after taxes (including, but not limited to, operating cash flow and free cash flow) or improvement in cash flow,
return on capital,
return on sales,
costs or cost savings,
funds from operations,
expenses,
working capital,
implementation, completion or the achievement of milestones with respect to critical projects,
economic value,
customer or client retention,
sales-related goals,
cash available for distribution,
achievement of operational goals or metrics,
attainment of company, divisional or departmental budgets,
improvements in attainment of expense levels, or
any combination of the foregoing.

Performance objectives may be applied to an individual, a subsidiary, a business unit or division, Live Nation and any one or more of its subsidiaries, or such other operating units as the Compensation Committee may designate. Performance objectives may be expressed in absolute or relative terms and must include an objective formula or standard for computing the amount of compensation payable to an employee if the goal is attained.

Adjustments of Awards

Generally, in the event of a split-up, spin-off, recapitalization or consolidation of shares or any similar capital adjustment, or a change in the character or class of shares covered by the Amended 2005 Plan or any award made pursuant to the plan, Live Nation will adjust (i) the maximum number and class of shares of common stock which may be issued under the Amended 2005 Plan, (ii) the maximum number and class of shares of common stock which may be covered by awards made to an individual in any calendar year, (iii) the number and class of shares of common stock subject to outstanding awards and (iv) where applicable, the exercise price, base price, target market price or purchase price under outstanding awards, as required to equitably reflect the effect on our common stock of such transactions or changes.

Generally, if Live Nation enters into a merger, consolidation, acquisition or disposition of property or stock, separation, reorganization, liquidation or any other similar transaction or event, as a result of which the Live Nation stockholders receive cash, stock or other property in exchange for and in connection with their shares of Live Nation common stock (collectively, an “Exchange Transaction”), all outstanding options and SARs will either (i) become fully vested and exercisable immediately prior to the Exchange Transaction (and any such outstanding options or SARs which are not exercised before the Exchange Transaction will thereupon terminate) or (ii) if the Live Nation stockholders receive capital stock of another corporation in exchange for their shares of Live Nation common stock and if the board of directors, in its sole discretion, so directs, be assumed by and converted into options or SARs for shares of the acquiring company. The board of directors may accelerate vesting of other non-vested awards and cause cash settlements and/or other adjustments to be made to any such outstanding award.

40


 
 

TABLE OF CONTENTS

Amendment and Termination of the Plan; Term

Except as may otherwise be required by law or the requirements of any stock exchange or market upon which Live Nation’s common stock may then be listed, the board of directors may amend the Amended 2005 Plan at any time and from time to time and may terminate the Amended 2005 Plan at any time. No such amendment or termination may impair or adversely alter any awards previously granted under the Amended 2005 Plan (without the consent of the recipient or holder) or deprive any person of shares previously acquired under the plan.

Unless sooner terminated, the Amended 2005 Plan will terminate on the tenth anniversary of the date of its original adoption by Live Nation’s board of directors, or October 26, 2015.

U.S. Federal Income Tax Consequences

The grant of a stock option or SAR under the Amended 2005 Plan is not a taxable event to the participant for federal income tax purposes. In general, ordinary income is realized upon the exercise of a stock option (other than an ISO) in an amount equal to the excess of the fair market value on the exercise date of the shares acquired pursuant to the exercise over the option exercise price paid for the shares. The amount of ordinary income realized upon the exercise of a SAR is equal to the excess of the fair market value of the shares covered by the exercise over the SAR base price. Live Nation generally will be entitled to a deduction equal to the amount of ordinary income realized by a participant upon the exercise of an option or SAR.

No income is realized upon the exercise of an ISO. However, the amount by which the fair market value of the shares at the time of exercise exceeds the option exercise price will be an “item of adjustment” for purposes of the alternative minimum tax. Income or loss is realized upon a disposition of shares acquired pursuant to the exercise of an ISO. If the disposition occurs more than one year after the ISO exercise date and more than two years after the ISO grant date, then gain or loss on the disposition, measured by the difference between the selling price and the option exercise price for the shares, will be long-term capital gain or loss. If the disposition occurs within one year of the exercise date or within two years of the grant date, then the gain realized on the disposition will be taxable as ordinary income to the extent such gain is not more than the difference between the value of the shares on the date of exercise and the exercise price, and the balance of the gain, if any, will be capital gain. Live Nation is not entitled to a deduction with respect to the exercise of an ISO; however, it is entitled to a deduction corresponding to the ordinary income realized by a participant upon a disposition of shares acquired pursuant to the exercise of an ISO before the satisfaction of the applicable one- and two-year holding period requirements described above.

In general, a participant will realize ordinary income with respect to common stock received pursuant to a restricted stock award at the time the shares become vested in accordance with the terms of the award in an amount equal to the fair market value of the shares at the time they become vested, and except as discussed below, Live Nation is generally entitled to a corresponding deduction.

A participant may make an “early income election” within 30 days of the receipt of restricted shares of common stock, in which case the participant will realize ordinary income on the date the restricted shares are received equal to the difference between the value of the shares on that date and the amount, if any, paid for the shares. In such event, any appreciation in the value of the shares after the date of the award will be taxable as capital gain upon a subsequent disposition of the shares. Live Nation’s deduction is limited to the amount of ordinary income realized by the participant as a result of the early income election.

A participant who receives deferred stock awards will be taxed at ordinary income tax rates on the then fair market value of the shares of common stock distributed at the time of settlement of the deferred stock awards and Live Nation will generally be entitled to a tax deduction at that time.

Other awards will generally result in ordinary income to the participant at the later of the time of payment of such award, or the time that either the risk of forfeiture or restriction on transferability lapses on previously paid awards. Except as discussed below, Live Nation generally will be entitled to a tax deduction equal to the amount recognized as ordinary income by the participant in connection with an award, but will be entitled to no tax deduction relating to amounts that represent a capital gain to a participant.

41


 
 

TABLE OF CONTENTS

Section 162(m) generally allows Live Nation to obtain tax deductions without limit for qualified performance-based compensation. Live Nation intends that options, SARs and, subject to stockholder approval of the performance objectives described herein, contingent long-term performance awards granted under the Amended 2005 Plan will continue to qualify as performance-based compensation exempt from the $1 million deductibility cap under Section 162(m). (However, Live Nation may grant performance-linked awards under the Amended 2005 Plan that are not intended to constitute performance-based compensation for purposes of Section 162(m).) A number of requirements must be met in order for particular compensation to qualify as performance-based compensation for purposes of Section 162(m). However, there can be no assurance that such compensation under the Amended 2005 Plan will be fully deductible under all circumstances. In addition, other awards under the Amended 2005 Plan, such as time-vesting awards (other than options and SARs), generally may not qualify, so that compensation paid to executive officers in connection with such awards may not be deductible due to the limits imposed by Section 162(m).

To the greatest extent possible, awards granted under the Amended 2005 Plan are structured in a manner intended to avoid the imposition of taxes under Internal Revenue Code Section 409A, which governs the taxation of nonqualified deferred compensation, including certain equity awards, by complying with the requirements of Internal Revenue Code Section 409A or an available exemption from such requirements.

THE ABOVE SUMMARY PERTAINS SOLELY TO CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES ASSOCIATED WITH AWARDS MADE UNDER THE AMENDED 2005 PLAN AND DOES NOT PURPORT TO BE COMPLETE. THE SUMMARY DOES NOT ADDRESS ALL FEDERAL INCOME TAX CONSEQUENCES AND IT DOES NOT ADDRESS STATE, LOCAL OR NON-U.S. TAX CONSIDERATIONS.

New Plan Benefits

The Compensation Committee and the board of directors, as applicable, in their discretion determine awards granted under the Amended 2005 Plan, and Live Nation therefore is unable to determine the awards that will be granted in the future under the Amended 2005 Plan. The following table sets forth the type and amount of awards that were granted to the named executive officers and the specified groups of individuals during the 2010 fiscal year under the Amended 2005 Plan.

42


 
 

TABLE OF CONTENTS

Amended 2005 Plan

The awards set forth in this table for the named executive officers are also included in the Summary Compensation Table and in the Grants of Plan-Based Awards Table set forth in this proxy statement and are not additional awards. The awards set forth in this table for the non-employee directors are also included in the Director Compensation Table set forth in this proxy statement and are not additional awards.

   
Name and Position   2010
Stock Option
Awards
(#)
  2010
Restricted Stock
Awards
(#)
Michael Rapino, President,
Chief Executive Officer and
Director
    400,000       541,965  
Irving Azoff,
Executive Chairman and
Chairman of the Board(1)
    0       0  
Jason Garner,
Chief Executive Officer – Global Music(2)
    211,480       222,185  
Nathan Hubbard,
Chief Executive Officer – Ticketing
    148,040       315,530  
Michael Rowles,
General Counsel and
Secretary
    135,680       314,235  
Kathy Willard,
Chief Financial Officer
    148,040       315,530  
All current executive officers as a group (7 people)     973,560       1,717,135  
Current nominees for election as a director:
                 
Jonathan Dolgen(1)     0       0  
Robert Ted Enloe, III(3)     0       12,171  
Jeffrey T. Hinson(3)     0       12,171  
James S. Kahan(3)     0       12,171  
All current non-employee directors as a group (9 people)     0       93,026  
All employees except current executive officers as a group     920,885       1,131,615  

(1) Awards to this individual in 2010 were made pursuant to the Ticketmaster Plan.
(2) Mr. Garner’s employment with the company ceased October 2010.
(3) Excludes the 2009 annual grant to non-employee directors, which was made on January 15, 2010 due to the 2009 annual meeting of stockholders having been delayed due to the pending Ticketmaster merger. Such grant was previously reported in the proxy statement in respect of the 2010 annual meeting of stockholders as 2009 director compensation. The amount of the 2009 annual grant was 13,997 shares of restricted stock to each individual non-employee director, and in the aggregate 83,982 shares of restricted stock were granted to the current non-employee directors as a group.

If Live Nation’s stockholders approve the Amended 2005 Plan, the plan will continue for 2011 and future years as permitted by applicable law. If our stockholders do not approve the Amended 2005 Plan, the 2005 Plan will remain in effect as previously approved by Live Nation’s stockholders.

In considering whether to vote for approval of the Amended 2005 Plan, you should be aware that Live Nation’s executive officers have received, and in the future may continue to receive, grants under this plan (if approved by our stockholders). Failure of our stockholders to approve this proposal will not affect the rights of existing holders or the awards previously granted under the Amended 2005 Plan.

43


 
 

TABLE OF CONTENTS

Equity Compensation Plan Information

Except for the Amended 2005 Plan and the Ticketmaster Plan, Live Nation does not have any other equity-based compensation plans. For further information on the number of outstanding awards under this plan, the weighted average exercise price of outstanding stock options and the number of shares of common stock remaining available for future issuance under this plan, see the above “Background” section of this Proposal No. 4.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ADOPTING THE LIVE NATION ENTERTAINMENT, INC. 2005 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF APRIL 15, 2011.

44


 
 

TABLE OF CONTENTS

PROPOSAL NO. 5 — ADVISORY VOTE ON THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010 (the “Dodd-Frank Act”), the company’s stockholders are entitled to vote at this annual meeting to approve the compensation of the company’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K under the Securities Act and the Exchange Act. Pursuant to the Dodd-Frank Act, the stockholder vote on executive compensation is an advisory vote only, and it is not binding on the company or the board of directors.

Although the vote is non-binding, the Compensation Committee and the board of directors value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders an opportunity to endorse or not endorse our executive officer pay program and policies through the following resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the company’s proxy statement for the 2011 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2010 Summary Compensation Table and the other related tables and disclosure.”

As described more fully in the Compensation Discussion and Analysis section of this proxy statement, we believe that our executive compensation program is reasonable, competitive and strongly focused on pay for performance principles. We emphasize compensation opportunities that reward our executives when they deliver targeted financial results. The compensation of our named executive officers varies depending upon the achievement of pre-established performance goals, which may be both individual and corporate. Through stock ownership requirements and equity incentives, we also align the interests of our executives with those of our stockholders and the long-term interests of Live Nation. Our executive compensation policies have enabled Live Nation to attract and retain talented and experienced senior executives and have benefited the company over time. We believe that the fiscal year 2010 compensation of our named executive officers was appropriate and aligned with Live Nation’s fiscal year 2010 results and positions the company for growth in future years.

The affirmative vote of the holders of at least a majority of the total voting power of our common stock present in person or represented by proxy and entitled to vote on this proposal is required to approve the advisory resolution on the company’s executive compensation described in this Proposal 5. For purpose of this vote, abstentions (or a direction to your broker, bank or other nominee to abstain) will be counted as present in person or represented by proxy and entitled to vote on this proposal, and therefore will have the effect of a negative vote. The results of this vote are not binding on the board of directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ADVISORY RESOLUTION APPROVING THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

45


 
 

TABLE OF CONTENTS

PROPOSAL NO. 6 — ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Under the Dodd-Frank Act, the stockholders of the company are entitled to vote at the 2011 Annual Meeting regarding whether stockholder advisory votes to approve the compensation of the named executive officers as required by Section 14A(a)(2) of the Exchange Act (and as described in Proposal 5 of this proxy statement) should occur every one, two or three years. Pursuant to the Dodd-Frank Act, the stockholder vote on the frequency of the stockholder advisory vote to approve executive compensation is an advisory vote only, and it is not binding on the company or the board of directors.

Although the vote is non-binding, the board of directors values the opinions of our stockholders and will consider the outcome of the vote when determining the frequency of the stockholder advisory vote on executive compensation.

The board of directors believes that a frequency of every three years for the advisory vote on executive compensation is the optimal interval for conducting and responding to a “say-on-pay” vote. Stockholders who have concerns about executive compensation during the interval between “say-on-pay” votes are welcome to bring their specific concerns to the attention of the board. Please refer to “Stockholder Communications” in this proxy statement for information about communicating with the board. The board of directors believes that a stockholder advisory vote on executive compensation every three years is the best approach for Live Nation and its stockholders for a number of reasons, including the following:

as our executive compensation program is designed to support long-term value creation and to incentivize and reward performance over a multi-year period, a triennial vote will allow stockholders to better judge the program in relation to the company’s long-term performance;
a triennial vote will provide the company with the time to thoughtfully consider the results of the “say-on-pay” vote and to conduct a meaningful and detailed review of its pay practices in response thereto; and
our compensation programs do not change significantly from year to year, and we seek consistency in such programs from one year to the next.

The advisory vote regarding the frequency of the stockholder advisory vote on executive compensation described in this Proposal 6 shall be determined by a plurality of the votes cast. The alternative receiving the most votes in its favor will be the one that is adopted as the non-binding recommendation of our stockholders. Abstentions will not be counted as either votes cast for or against the proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
TO HOLD THE ADVISORY VOTE ON EXECUTIVE COMPENSATION EVERY THREE YEARS.

46


 
 

TABLE OF CONTENTS

PROPOSAL NO. 7 — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the board of directors has appointed Ernst & Young LLP as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2011. Ernst & Young LLP served as our independent registered public accounting firm during the 2010 fiscal year. Representatives of Ernst & Young LLP are expected to be present at the annual meeting to respond to appropriate questions and will have the opportunity to make a statement if they so desire.

The affirmative vote of the holders of at least a majority of the total voting power of our common stock present in person or represented by proxy and entitled to vote on this proposal will be required to ratify the appointment of Ernst & Young LLP. Abstentions will be counted toward a quorum and considered shares present in person or by proxy and entitled to vote. Accordingly, abstentions will have the effect of a negative vote on this proposal.

Stockholder ratification of the appointment of Ernst & Young LLP is not required by our bylaws or otherwise. However, our board of directors is submitting the appointment of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate governance practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether to retain Ernst & Young LLP. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the 2011 fiscal year if it determines that such a change would be in the best interests of us and our stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
THE RATIFICATION OF ERNST & YOUNG LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Audit and Non-Audit Fees

The following table shows the fees paid or accrued (in thousands) by Live Nation for audit and other services provided by Ernst & Young LLP for the 2010 and 2009 fiscal years, respectively:

   
  2010   2009
Audit Fees(1)   $ 6,910     $ 6,002  
Audit-Related Fees(2)   $ 487     $ 493  
Tax Fees(3)   $ 1,161     $ 405  
All Other Fees(4)   $ 3     $ 63  
Total   $ 8,561     $ 6,963  

(1) Audit fees consist of fees for the audit of our annual financial statements, the audit of our internal controls over financial reporting, reviews of our financial statements included in our quarterly reports on Form 10-Q, reviews of our other SEC filings and other professional services provided in connection with statutory and regulatory filings.
(2) Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit and review of our financial statements and which are not reported above under “Audit Fees.” In 2010 and 2009, these services primarily related to attest services in connection with gross receipts audits as required by leases and due diligence services.
(3) Tax fees consist of fees for tax advice and tax return preparation.
(4) All other fees consist of fees for Ernst & Young’s online research tool and in 2009 includes fees for a financial statement close process review.

47


 
 

TABLE OF CONTENTS

The Audit Committee has established procedures for the approval of all audit and non-audit services provided by our independent registered public accounting firm. Pursuant to this policy, the Audit Committee approves all audit and non-audit services provided by the independent registered public accounting firm, including the fees and other terms of the engagements. Before the independent registered public accounting firm is engaged to perform any non-audit services, the Audit Committee must review and pre-approve such services. The Audit Committee may delegate its approval authority to its Chairperson, provided that any services approved by the Chairperson are reported to the Audit Committee at its next regularly scheduled meeting.

The Audit Committee approved all of the audit and permissible non-audit services performed by Ernst & Young LLP during the 2010 fiscal year.

48


 
 

TABLE OF CONTENTS

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The material in this report is not soliciting material, is not deemed filed with the SEC and is not incorporated by reference in any filing of the company under the Securities Act or the Exchange Act whether made on, before or after the date of this amended report and irrespective of any general incorporation language in such filing.

The Audit Committee’s purpose is to assist the board of directors in its general oversight of Live Nation’s accounting, auditing and financial reporting practices. Management is primarily responsible for Live Nation’s financial statements, systems of internal controls and compliance with applicable legal and regulatory requirements. Ernst & Young LLP, Live Nation’s independent registered public accounting firm, is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States, as well as expressing an opinion on the effectiveness of internal control over financial reporting.

The Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm, nor can the committee certify that Live Nation’s registered public accounting firm is “independent” under applicable rules. The Audit Committee serves a board-level oversight role, in which it provides advice, counsel and direction to management and the independent registered public accounting firm on the basis of the information it receives, discussions with management and the independent registered public accounting firm and the experience of the committee’s members in business, financial and accounting matters.

During the 2010 fiscal year, management completed the documentation, testing and evaluation of Live Nation’s internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management and Ernst & Young LLP. At the conclusion of the process, management provided the Audit Committee with a report on the effectiveness of Live Nation’s internal control over financial reporting. The Audit Committee also reviewed the report of management contained in Live Nation’s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC, as well as Ernst & Young LLP’s Report of Independent Registered Public Accounting Firm included in Live Nation’s Annual Report on Form 10-K related to its audit of (i) the consolidated financial statements and financial statement schedule and (ii) the effectiveness of internal control over financial reporting.

In overseeing the preparation of Live Nation’s financial statements, the Audit Committee met with both management and Live Nation’s independent registered public accounting firm to review and discuss all financial statements prior to their issuance and to discuss significant accounting issues. Management advised the Audit Committee that all financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee’s review included discussion with the outside auditors of matters required to be discussed pursuant to AU Section 380 (Communication With Audit Committees).

With respect to Live Nation’s independent registered public accounting firm, the Audit Committee, among other things, discussed with Ernst & Young LLP matters relating to its independence, including its letter and the written disclosures made to the committee as required by Rule 3526 of the Public Company Accounting Oversight Board (Communication With Audit Committees Concerning Independence).

On the basis of these reviews and discussions, the undersigned members of the Audit Committee recommended to the board of directors that Live Nation’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2010, for filing with the SEC.

Respectfully submitted,

The Audit Committee of the Board of Directors

Jeffrey T. Hinson, Chairperson
Jonathan Dolgen
James S. Kahan

49


 
 

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis may contain statements regarding historical and/or future individual and company performance measures, targets and other goals. These goals are disclosed in the limited context of our executive compensation program and should not be understood to be statements of management’s or the board of directors’ expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts. As used in this Compensation Discussion and Analysis, the term “executives” refers generally to members of our management team, the term “executive officers” refers to our executive officers as determined in accordance with Rule 3b-7 of the Exchange Act (and is a subset of “executives”) and the term “named executive officers” refers to our named executive officers determined in accordance with Item 402(a)(3) of Regulation S-K (and is a subset of “executive officers”). References to “we,” “us,” “our” or the “company” refer to Live Nation Entertainment, Inc.

Executive Overview

2010 was a transitional and transformational year for our company. When the year began, we were two separate companies — Live Nation and Ticketmaster. With the closing of our merger in January, we created the world’s leading live entertainment company, connecting approximately 200 million fans to over 100,000 events in approximately 40 countries. We believe this combination will allow us to capitalize on multiple opportunities created by bringing together a global concert business, a global live event ticketing operation and a leading artist management company. We accomplished a great deal in a challenging environment, within an industry that greatly depends on discretionary consumer spending. Our key business accomplishments during 2010 included:

completed the majority of the post-merger integration efforts and exceeded our targeted merger synergies of $41.9 million for the year;
deployed innovative promotions to drive consistent year-over-year on-site spending at our owned and operated amphitheaters despite the overall weakness in the concert industry and a decline in concert attendance;
began execution on a series of initiatives aimed at enhancing the ticket buying experience for live event fans, including rolling out interactive seat maps and expanding our digital distribution capabilities such as mobile and social media;
strategically enhanced our online storefront and improved the functionality of our eCommerce site in order to capture incremental upsell opportunities to drive future growth, which resulted in an increase to our average combined monthly unique visitors;
grew average sponsorship per sponsor and leveraged our extensive on-site and online reach, global venue distribution network, artist relationships and ticketing operations to secure long-term sponsorship agreements with major brands; and
expanded Artist Nation’s artist roster through new signings and strengthened our management team by securing additional artist managers.

We believe that our work in 2010 laid the foundation for our company’s future. With the building blocks now in place, our focus is on our evolving operations and on executing our growth strategy in 2011 and beyond.

With all of our named executive officers already under employment contracts, our key executive compensation decisions in 2010 related to setting appropriate performance targets and bonus levels for our executive officers in order to incentivize them to reach targeted goals during the year, as well as determining the form and amount of stock-based awards for our executive officers that will provide optimal long-term incentives to align their interests with those of our stockholders and encourage growth over the long term, all while recognizing the realities of the macroeconomic environment.

50


 
 

TABLE OF CONTENTS

Overall, we achieved 89% of our targeted Adjusted Operating Income (as defined below) for the year, and our named executive officers, all of whom had at least a portion of their cash performance bonuses tied to that target, received 89% of that portion of their targeted cash performance bonuses (with one exception made to alleviate the effect of an inequitable scaling disparity). Our industry faced significant economic headwinds in 2010, the extent and duration of which were not apparent at the beginning of the year, and a bonus structure that allowed for receipt of a diminished bonus down to a reasonable floor percentage of targeted Adjusted Operating Income was appropriate under such circumstances in order to maintain the incentive nature of that element of compensation. In recognition of the challenges of 2010, however, each of Messrs. Rapino and Rowles and Ms. Willard voluntarily agreed to forego his or her contractual salary increase for 2011.

We believe that having employment agreements with our executive officers is critical to our success due to the importance of long-term artist, venue and clients relationships in the live entertainment business, as well as the impact of an individual’s reputation and relationships on our ability to identify, obtain and retain business opportunities. While the concept that reputation and relationships are important to success is certainly not unique to the live entertainment business, we believe that the live entertainment business itself is unique and that these things have heightened importance in our business when compared to many other industries. Simply put, people are not fungible in our business and we try to keep our best performers. For this same reason, we are confident that our overall compensation levels for our executive officers are appropriate and necessary in order to attract and retain the best executive talent to lead and grow our company.

We maintain an executive compensation program that consists of four components: base salary, cash performance bonuses, long-term equity incentive awards and employee benefits and other perquisites. We strive to structure the program in a manner that will benefit our stockholders by allowing us to attract and retain the right individuals for our business. This manifests itself in the pay-for-performance culture we seek to maintain.

Roles and Responsibilities

This Compensation Discussion and Analysis describes our executive compensation program as it relates to the following “named executive officers” for fiscal 2010:

 
Michael Rapino   President and Chief Executive Officer
Irving Azoff   Executive Chairman and Chairman of the Board
Jason Garner*   Chief Executive Officer — Global Music
Nathan Hubbard   Chief Executive Officer — Ticketing
Michael Rowles   General Counsel
Kathy Willard   Chief Financial Officer

* Mr. Garner’s employment with the company ended in October 2010.

The Compensation Committee has primary responsibility for establishing the compensation of our named executive officers. The Compensation Committee is appointed by the board of directors, and consists entirely of directors who are “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, and “non-employee” directors for purposes of Rule 16b-3 of the Exchange Act. The Compensation Committee currently consists of Messrs. Carlton, Dolgen, Enloe and Shapiro. The Compensation Committee is responsible for (i) administering and overseeing our executive compensation program, including matters related to salary, bonus plans and stock compensation plans, and (ii) approving all grants of equity awards (although subsequent to its acquisition as part of the Ticketmaster merger, compensation paid by Front Line, and equity awards with respect to Front Line common stock, must also be approved by the board of directors of Front Line). Mr. Dolgen served as the Chairman of the Compensation Committee during the majority of 2010, the period covered by this Compensation Discussion and Analysis, and Mr. Enloe currently serves as the Chairman of the Compensation Committee.

51


 
 

TABLE OF CONTENTS

Compensation Philosophy and Objectives

Our executive compensation program is designed to attract, motivate, reward and retain talented individuals who are essential to our continued success. In determining the form and amount of compensation payable to our named executive officers, we are guided by the following objectives and principles:

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.
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, (i) achievement of targeted 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, and including any pro forma adjustments in respect of acquisitions or divestitures and evaluated on a constant currency basis, which is referred to as “Adjusted Operating Income” and (ii) the achievement of various personal performance objectives.
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 share ownership guidelines applicable to our executive officers, see “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 and venue client relationships in the live entertainment business, as well as the impact that an established individual’s reputation and relationships can have on the efficacy of that person within the industry.

Within this framework, we strive to maintain executive compensation levels that are fair, reasonable and competitive.

Compensation Setting Process

Compensation determinations made during 2010 affecting our named executive officers were based primarily on the Compensation Committee’s assessments of the appropriate levels of compensation required to recruit and retain top-level executive talent, based on industry standards and input from our Chief Executive Officer with respect to our other named executive officers (other than Irving Azoff, our Executive Chairman and Chairman of the Board), as well as the Compensation Committee’s review of what we had paid executives in such roles historically.

In August 2010, the Compensation Committee engaged Compensia as an independent outside compensation consultant to work with the committee broadly to, among other things, assess and advise the committee regarding our executive compensation program and our equity and long-term incentive plan strategies. While Compensia was engaged after the material compensation decisions for 2010 had already been made, going forward it is anticipated that Compensia may, upon request of the Compensation Committee, serve as an objective, third-party advisor on the reasonableness of compensation levels in comparison with

52


 
 

TABLE OF CONTENTS

those of other similarly situated companies, and on the appropriateness of our compensation program structure in supporting our business objectives. Other than the relationship with the Compensation Committee described above, Compensia has no relationship with the company or management.

The Compensation Committee approves all material compensation decisions for the named executive officers, including the grant of all equity awards. Michael Rapino, our President and Chief Executive Officer, annually reviews the named executive officers’ performance, other than his own performance and the performance of Mr. Azoff, which are reviewed solely by the Compensation Committee. The results of these evaluations, including recommendations on any salary adjustments, cash bonus amounts, performance targets and/or equity awards, are presented by Mr. Rapino to the Compensation Committee for consideration and approval. Mr. Rapino regularly attends meetings of the Compensation Committee and, upon the committee’s request, provides various compensation and performance information to the committee. Mr. Rapino regularly engages the input of other executives in performing these functions and compiling such information for the Compensation Committee. The Compensation Committee also meets in executive session without Mr. Rapino to discuss compensation matters pertaining to Messrs. Rapino and Azoff. On occasion, other named executive officers and members of management meet with the Compensation Committee to provide performance and other relevant data to the committee.

Certain named executive officers are entitled to accelerated vesting of their equity awards upon the occurrence of a change of control, which is referred to as a single trigger, to ensure that these executives receive the full benefit of their long-term compensation in a manner consistent with benefits realized by our stockholders. None of our named executive officers other than Mr. Rapino is eligible to receive severance or comparable cash payments upon the occurrence of a change of control, absent a qualifying termination, which is referred to as a double trigger, because the severance benefits contained in the employment agreements are intended to provide protection in connection with the loss of employment (including a loss of employment related to a corporate transaction) rather than merely incentivize the closing of a transaction. The terms of employment for our executive officers, including those elements discussed above, generally are set forth in a written employment agreement. See “Use of Employment Agreements” below, and for a further discussion of the employment agreements of our named executive officers, see “Named Executive Officer Employment Agreements” immediately following this Compensation Discussion and Analysis.

Use of Employment Agreements

As discussed above under “Executive Overview,” we believe that having employment agreements with our executive officers is critical to our success due to the importance of long-term artist, venue and clients relationships in the live entertainment business, as well as the impact of an individual’s reputation and relationships on our ability to identify, obtain and retain business opportunities. We believe that, under normal circumstances in our industry, it is appropriate to enter into written compensatory agreements with key executives to provide greater stability and certainty that permits the executives to remain focused on their duties and responsibilities and better promote the interests of our stockholders.

We have entered into an employment agreement with each of our named executive officers. These agreements result from an often extensive negotiation process with the executive, in which the Compensation Committee often participates directly. The Compensation Committee ultimately approves all material terms of employment agreements with our executive officers. The employment agreements generally set forth information regarding base salary, cash performance awards, equity incentive awards, severance benefits and change-in-control vesting, as well as other employee benefits. For a further discussion of the employment agreements of our named executive officers, see “Named Executive Officer Employment Agreements” immediately following this Compensation Discussion and Analysis.

Compensation Program Components

Our executive compensation program consists of the following components:

base salary;
cash performance bonuses;
long-term equity incentive awards; and

53


 
 

TABLE OF CONTENTS

employee benefits and other perquisites.

We believe that these components function together to provide a strong compensation program that enables us to attract and retain top talent while simultaneously aligning the interests of our executive officers with those of our stockholders. The Compensation Committee has not adopted a formal policy or practice for the allocation of (i) base salary versus incentive compensation, (ii) cash bonuses versus equity compensation or (iii) equity grants amongst various award types. Rather, the committee seeks to flexibly tailor each executive’s total compensation package to include these various components in a manner designed to motivate and retain most effectively that particular executive officer, while still aligning the executive officer’s interests with those of our stockholders. For these reasons, the Compensation Committee has not yet relied on formal benchmarking or peer group analysis in determining our compensation programs, though industry standards and informal reviews of compensation paid to executive officers of our competitors or others in similar industries are taken into consideration in this process. In connection with its recent engagement of Compensia discussed above, however, the Compensation Committee currently anticipates that peer group information may be one of several components used in establishing appropriate compensation levels for key executive officers in 2011 and beyond.

Base Salary

We believe that competitive levels of cash compensation, together with equity and other long-term incentive programs, are necessary for the motivation and retention of executive officers. Base salaries provide executives with a predictable level of monthly income and help achieve the compensation program’s objectives by attracting and retaining strong talent. The employment agreements set the base salaries of the named executive officers, with annual adjustments, if any, being made upon the approval of the Compensation Committee in its discretion (unless such annual adjustments are provided generally to all employees in accordance with company policy). In some cases, the agreements provide for minimum annual increases in an executive’s base salary to provide additional retention incentive to these executives. However, in February 2011, each of the named executive officers whose employment agreement includes such a provision voluntarily agreed to waive his or her contractual increase for 2011.

Base salaries for executive officers are typically established at the time the employment agreements are entered into or amended and are based on negotiations with the executives and on the Compensation Committee’s assessments of the salaries necessary and appropriate to recruit and/or retain the individual executives for their particular positions. These assessments include informal reviews of compensation paid to executives of comparable companies and competitors of ours. In establishing the base salaries of our executive officers, the members of the Compensation Committee also bring to bear their own judgment of appropriate compensation based on their individual professional experiences.

For further discussion of the base salaries of the named executive officers, see “Named Executive Officer Employment Agreements” immediately following this Compensation Discussion and Analysis.

Cash Performance Bonuses

Annual cash bonus eligibility is provided to each of the named executive officers to reward the achievement of corporate, departmental and/or individual accomplishments and to tie compensation to performance, each in keeping with our compensation philosophy. In February 2011, the Compensation Committee reviewed the named executive officers’ performance during 2010 and awarded cash performance bonuses to each of the named executive officers employed by the company as of such date based primarily on the achievement of pre-established targets, which targets are primarily based on our achievement of set Adjusted Operating Income levels (both corporate and, where applicable, divisional). In general, annual cash bonus eligibility for the named executive officers’ key reports was also based on Adjusted Operating Income on a pro forma basis in order to encourage a coordinated approach to managing the company consistent with our compensation philosophy.

We believe that Adjusted Operating Income is the primary metric on which the company’s performance is evaluated by financial analysts and the investment community generally. Internally, we review Adjusted Operating Income on a pro forma basis to evaluate the performance of our operating segments, and believe that this metric assists investors by allowing them to evaluate changes in the operating results of our

54


 
 

TABLE OF CONTENTS

businesses separate from non-operational factors that affect net income, thus providing insights into both operations and the other factors that affect reported results.

In February 2011, each named executive officer (other than Mr. Garner, who departed the company prior to year end) was awarded a cash performance bonus in respect of performance in 2010 as follows:

Michael Rapino.  Under the terms of his employment agreement, Mr. Rapino is eligible to receive (a) an annual cash performance bonus with a target amount equal to 100% of his highest base salary paid during the calendar year in which the bonus was earned (with a range to be established for achievement above or below such target) and (b) an annual cash exceptional performance bonus with a target amount equal to an additional 100% of his highest base salary paid during the calendar year in which the bonus was earned. Mr. Rapino’s performance bonus eligibility for 2010 was based 100% on the achievement of company Adjusted Operating Income on a pro forma basis, and his exceptional performance bonus was based 50% on completion of the refinancing of the company’s debt at the terms outlined by the board of directors and 50% on achievement of a synergy target within a set time in connection with the Ticketmaster merger. In June 2010, the Compensation Committee set a target cash performance bonus of $2,000,000 for Mr. Rapino, based on the achievement of $438.6 million of company Adjusted Operating Income for the year (also establishing a range of bonuses between $1,600,000 and $2,400,000 for achievement of between 80% and 120% of such performance target), and set a target cash exceptional performance bonus of an additional $2,000,000, with (i) $1,000,000 of such amount based on the successful completion of the refinancing of the company’s debt and (ii) $1,000,000 of such amount based on achieving $41.9 million of merger-related synergies by December 31, 2010.

In February 2011, the Compensation Committee determined that, on a pro forma basis, the company had achieved 89% of its company Adjusted Operating Income performance target, based on financial information supplied by management. Accordingly, the Compensation Committee awarded Mr. Rapino a cash performance bonus of $1,780,000, representing a straight-line prorated amount of his targeted cash performance bonus for 2010. It also determined, based on information supplied by management, that both the debt refinancing target and the merger synergies target had been met, and accordingly awarded Mr. Rapino his full targeted cash exceptional performance bonus of $2,000,000. Mr. Rapino’s total cash bonus for 2010 was $3,780,000, representing the sum of his cash performance bonus and his cash exceptional performance bonus.

Irving Azoff.  Under the terms of his employment agreement with Front Line, Mr. Azoff is entitled to a $2,000,000 guaranteed annual bonus. In addition, Mr. Azoff’s employment agreement with the company provides that he is eligible to receive a company annual bonus based on performance targets established by the Compensation Committee, as follows: $1,000,000 if 90% of the applicable target is met, $2,000,000 if 110% of the applicable target is met and an amount between $1,000,000 and $2,000,000 determined by straight line interpolation for performance between 90% and 110% of the applicable target. In June 2010, the Compensation Committee set a performance target for Mr. Azoff of $438.6 million of company Adjusted Operating Income for the year. In February 2011, the Compensation Committee determined that, on a pro forma basis, the company had achieved 89% of its performance target, based on financial information supplied by management. Due to the narrow margin by which this fell short of the 90% threshold for Mr. Azoff’s performance bonus, and in order to more closely align Mr. Azoff’s incentive structure with that of other executives, whose bonus eligibility ranges generally extended down to 80% of their targets, the Compensation Committee awarded Mr. Azoff a performance bonus of $1,000,000. His total bonus amount, including the guaranteed Front Line bonus, was $3,000,000.

Nathan Hubbard.  Under the terms of his employment agreement, Mr. Hubbard is eligible to receive a performance bonus of up to 100% of his then-current base salary based on the achievement of performance targets to be set and determined annually by the company. Mr. Hubbard’s cash bonus eligibility for 2010 was based 50% on the achievement of North American Ticketing Adjusted Operating Income on a pro forma basis, 25% on the achievement of company Adjusted Operating Income on a pro forma basis and 25% on the successful completion of a reorganization of North American Ticketing and fixed costs reduction. In June 2010 the Compensation Committee set a target bonus of $630,000 for Mr. Hubbard, with (i) $315,000 of such amount based on the achievement of $151.0 million of North American Ticketing Adjusted Operating Income for the year, (ii) $157,500 of such amount based on the achievement of $438.6 million of company

55


 
 

TABLE OF CONTENTS

Adjusted Operating Income for the year and (iii) $157,500 of such amount based on the successful completion of a reorganization of North American Ticketing and fixed costs reduction (also establishing, with respect to the first two Adjusted Operating Income-based performance targets, a range of aggregate bonuses between $378,000 and $567,000 for achievement of between 80% and 120% of such performance targets). In February 2011, the Compensation Committee determined that (i) North American Ticketing had achieved 108% of its performance target, (ii) the company had achieved 89% of its performance target and (iii) the reorganization of North American Ticketing and fixed costs reduction had been successfully completed, in each case based on financial and performance information supplied by management. As a result, the Compensation Committee awarded Mr. Hubbard an aggregate bonus of $637,875, representing 100% of his targeted cash bonus for the reorganization target and a straight-line prorated amount of his targeted cash bonus for his other two targets for 2010.

Michael Rowles.  Under the terms of his employment agreement, Mr. Rowles is eligible to receive an annual cash performance bonus with a target equal to 100% of his base salary based on the achievement of performance targets established by the Compensation Committee (with a range to be established for achievement above or below such targets). Mr. Rowles’ cash bonus eligibility for 2010 was based on the achievement of company Adjusted Operating Income on a pro forma basis. In June 2010, the Compensation Committee set a target bonus of $577,500 for Mr. Rowles, with 100% of this target based on the achievement of $438.6 million of company Adjusted Operating Income for the year (also establishing a range of bonuses between $462,000 and $693,000 for achievement of between 80% and 120% of such performance target). In February 2011, the Compensation Committee determined that, on a pro forma basis, the company had achieved 89% of its performance target, based on financial information supplied by management. As a result, the Compensation Committee awarded Mr. Rowles a bonus of $513,975, representing a straight-line prorated amount of his targeted cash performance bonus for 2010.

Kathy Willard.  Under the terms of her employment agreement, Ms. Willard is eligible to receive an annual cash performance bonus with a target equal to 100% of her base salary based on the achievement of performance targets established by the Compensation Committee (with a range to be established for achievement above or below such target). Ms. Willard’s cash bonus eligibility for 2010 was based on the achievement of company Adjusted Operating Income on a pro forma basis. In June 2010, the Compensation Committee set a target bonus of $630,000 for Ms. Willard, with 100% of this target based on the achievement of $438.6 million of company Adjusted Operating Income for the year (also establishing a range of bonuses between $504,000 and $756,000 for achievement of between 80% and 120% of such performance target). In February 2011, the Compensation Committee determined that, on a pro forma basis, the company had achieved 89% of its performance target, based on financial information supplied by management. As a result, the Compensation Committee awarded Ms. Willard a bonus of $560,700, representing a straight-line prorated amount of her targeted cash performance bonus for 2010.

Merger Bonuses.  In January 2010, Messrs. Rapino and Azoff were paid merger bonuses of $3,000,000 and $2,000,000, respectively, upon completion of the Ticketmaster merger, which bonuses were due to them pursuant to the terms of their respective employment agreements. Also in January 2010, the Compensation Committee awarded bonuses to each of Ms. Willard and Mr. Rowles in recognition of their extraordinary efforts and contributions in connection with the Ticketmaster merger. These bonuses were conditioned upon, and paid shortly following, the completion of the Ticketmaster merger, which occurred on January 25, 2010. Ms. Willard was awarded a merger bonus of $1,000,000 and Mr. Rowles was awarded a merger bonus of $500,000.

For further discussion of the named executive officers’ cash performance bonuses, see “— 2010 Summary Compensation Table” and “— Grants of Plan-Based Awards Table.”

56


 
 

TABLE OF CONTENTS

Long-Term Equity Incentive Awards

From time to time, we grant long-term equity incentive awards to the named executive officers in an effort to reward long-term performance, to promote retention, to allow them to participate in our long-term growth and profitability and to align their interests with those of our stockholders, each in keeping with our compensation philosophy. All long-term equity awards to named executive officers have been granted under the Live Nation or Ticketmaster stock incentive plans and approved by either the Compensation Committee or the board of directors.

The Compensation Committee and the board of directors administer the stock incentive plans, including selecting award recipients, setting the exercise price, if any, of awards, fixing all other terms and conditions of awards and interpreting the provisions of the stock incentive plans. The following equity awards, among others, may be granted under the stock incentive plans:

stock options;
restricted stock;
restricted stock units;
deferred stock;
stock appreciation rights; and
performance-based cash and equity awards.

Each of our named executive officers received long-term equity awards during 2010, as follows:

Michael Rapino.  On January 26, 2010, Mr. Rapino was granted 500,000 shares of restricted common stock. The award was made pursuant to Mr. Rapino’s employment agreement and was comprised of three separate grants:

350,000 restricted shares, which vest in equal installments of 25% on each of the first, second, third and fourth anniversaries of the closing of the Ticketmaster merger (January 25, 2010) subject to Mr. Rapino’s continued employment with the company, provided, however, that none of the shares will vest prior to the date on which the average closing per share trading price of the company’s common stock over any consecutive 12-month period exceeds $20.00.

As of the date of this proxy statement, the above stock performance condition has not been met and none of the shares have vested.

100,000 restricted shares, which were to vest as follows: (i) if the company achieved $438.6 million or more in pro forma Adjusted Operating Income in 2010, then 50,000 of such shares were to have vested on March 31, 2011 and the remaining 50,000 of such shares were to vest on March 31, 2012; (ii) if the company achieved less than 80% of $438.6 million in pro forma Adjusted Operating Income in 2010, then all 100,000 of the shares were to have been forfeited; and (iii) if the company achieved at least 80% of $438.6 million in pro forma Adjusted Operating Income in 2010 but less than such target, then the total percentage of such shares were to have vested in accordance with a straight-line scale, with half vesting on March 31, 2011 and the other half vesting on March 31, 2012 (and the remaining portion of the 100,000 shares forfeited).

In February 2011, the Compensation Committee determined that, on a pro forma basis, 89% of the company Adjusted Operating Income target of $438.6 million had been achieved, based on financial information provided by management. As a result, Mr. Rapino retained 89,000 of the shares based on the pre-established targets and scale. Of this amount, 50% of the shares (44,500 shares) vested on March 31, 2011, and 50% of the shares (44,500 shares) will vest on March 31, 2012; the remaining 11,000 shares were forfeited on March 31, 2011.

50,000 restricted shares, with 25,000 of such shares to have vested on March 31, 2011 and the remaining 25,000 to vest on March 31, 2012, in each case subject to achieving at least $41.9 million in synergies relating to the Ticketmaster merger by December 31, 2010, with all the shares to be forfeited if such synergies target had not been achieved.

57


 
 

TABLE OF CONTENTS

In February 2011, the Compensation Committee determined, based on information provided by management, that the Ticketmaster merger synergies target had been attained and, as per the vesting terms established at the time of grant, 25,000 of the shares vested on March 31, 2011 and the remaining 25,000 of the shares will vest on March 31, 2012.

On June 23, 2010, as part of a broader set of grants made to certain of our executive officers and other key employees, Mr. Rapino also was granted 400,000 stock options with an exercise price of $11.01 per share, representing the closing price on the date of grant, and 41,965 shares of restricted common stock. The stock options and the shares of restricted common stock vest in equal annual installments over four years from the date of grant, subject to Mr. Rapino’s continued employment with the company.

Irving Azoff.  On June 23, 2010, as part of the company’s broader set of grants to officers and employees, Mr. Azoff was granted 400,000 stock options with an exercise price of $11.01 per share, representing the closing price on the date of grant, and 41,965 shares of restricted common stock. The stock options and the shares of restricted common stock vest in equal annual installments over four years from the date of grant subject to Mr. Azoff’s continued employment with the company.

Jason Garner.  On January 26, 2010, Mr. Garner was granted 200,000 shares of restricted common stock, which shares were to have vested in equal annual installments over four years from the date of grant. This grant was intended to be made in 2009, but was subject to receipt of stockholder approval to increase the number of shares available under the company’s stock incentive plan, which approval was obtained in January 2010. On June 23, 2010, as part of the company’s broader set of grants to officers and employees, Mr. Garner also was granted 211,480 stock options with an exercise price of $11.01 per share, representing the closing price on the date of grant, and 22,185 shares of restricted common stock. These stock options and the shares of restricted common stock were to have vested in equal annual installments over four years from the date of grant, subject to Mr. Garner’s continued employment with the company. The vesting of all of Mr. Garner’s outstanding equity awards was accelerated in connection with his departure from the company in October 2010. See “Named Executive Officer Employment Agreements” immediately following this Compensation Discussion and Analysis.

Nathan Hubbard.  On January 26, 2010, Mr. Hubbard was granted 300,000 shares of restricted common stock, which shares vest in equal annual installments over four years from the date of grant. This grant was intended to be made in 2009, but was subject to receipt of stockholder approval to increase the number of shares available under the company’s stock incentive plan, which approval was obtained in January 2010. On June 23, 2010, as part of the company’s broader set of grants to officers and employees, Mr. Hubbard also was granted 148,040 stock options with an exercise price of $11.01 per share, representing the closing price on the date of grant, and 15,530 shares of restricted common stock. These stock options and the shares of restricted common stock vest in equal annual installments over four years from the date of grant, subject to Mr. Hubbard’s continued employment with the company.

Michael Rowles.  On January 26, 2010, Mr. Rowles was granted 300,000 shares of restricted common stock, which shares vest in equal annual installments over four years from the date of grant. This grant was intended to be made in 2009, but was subject to receipt of stockholder approval to increase the number of shares available under the company’s stock incentive plan, which approval was obtained in January 2010. On June 23, 2010, as part of the company’s broader set of grants to officers and employees, Mr. Rowles also was granted 135,680 stock options with an exercise price of $11.01 per share, representing the closing price on the date of grant, and 14,235 shares of restricted common stock. These stock options and the shares of restricted common stock vest in equal annual installments over four years from the date of grant, subject to Mr. Rowles’ continued employment with the company.

Kathy Willard.  On January 26, 2010, Ms. Willard was granted 300,000 shares of restricted common stock, which shares vest in equal annual installments over four years from the date of grant. This grant was intended to be made in 2009, but was subject to receipt of stockholder approval to increase the number of shares available under the company’s stock incentive plan, which approval was obtained in January 2010. On June 23, 2010, as part of the company’s broader set of grants to officers and employees, Ms. Willard also was granted 148,040 stock options with an exercise price of $11.01 per share, representing the closing price on the date of grant, and 15,530 shares of restricted common stock. These stock options and the shares of restricted

58


 
 

TABLE OF CONTENTS

common stock vest in equal annual installments over four years from the date of grant, subject to Ms. Willard’s continued employment with the company.

Timing of Equity Grants

The Compensation Committee currently does not utilize formal guidelines regarding the timing of equity award grants. However, in the event that material non-public information becomes known to the Compensation Committee prior to granting an equity award, the Compensation Committee will take the existence of such information into consideration and make an assessment in its business judgment whether to delay the grant of any proposed equity award in order to avoid any impropriety.

Employee Benefits and Other Perquisites

The named executive officers are eligible to participate in our Group Benefits Plan, which is generally available to all full-time employees and which includes medical, vision, dental, company-paid life and accidental death or dismemberment, supplemental life and accidental death or dismemberment and short- and long-term disability insurance, flexible spending accounts (health and dependent care), health savings account and an employee assistance program. Additionally, our employees are entitled to paid vacation, sick leave and other paid holidays. We believe that our commitment to provide the above benefits recognizes that the health and well-being of our employees contribute directly to a productive and successful work life that enhances results for us and our stockholders.

In addition to the employee benefits discussed above, the named executive officers receive certain perquisites, as appropriate to their particular circumstances, which are not generally available to all our employees. In 2010:

Mr. Rapino received an automobile allowance and a reimbursement for the tax expense associated with that allowance, both pursuant to the terms of his employment agreement, a medical physical exam and a reimbursement for the tax expense associated with the exam.
Mr. Azoff received an automobile allowance and a membership to the House of Blues Foundation Room.

Messrs. Garner, Hubbard and Rowles and Ms. Willard did not receive perquisites aggregating to more than $10,000 during 2010.

We are a live entertainment company, and from time to time our directors and certain employees, including the named executive officers, receive complimentary tickets to live events that are produced and/or promoted by us. Regular attendance at our events is integrally and directly related to the performance of the named executive officers’ duties, and we therefore do not consider their receipt of these tickets, or reimbursement for associated travel or other related expenses, to constitute a perquisite. To the extent the named executive officers are accompanied to such events by family or friends, however, the incremental costs to us associated with those guests’ attendance are deemed to be perquisites.

For further discussion of the above perquisites, see “— 2010 Summary Compensation Table.”

Nonqualified Deferred Compensation Plan

We previously maintained a nonqualified deferred compensation plan under which our directors, named executive officers and other employees earning above a certain threshold salary were able to defer a portion of their annual compensation. This plan was terminated effective December 2, 2010. See “— 2010 Nonqualified Deferred Compensation” below.

401(k) Savings Plan

We maintain a 401(k) Savings Plan for all U.S.-based employees, including named executive officers, as a source of retirement income. Generally, our full-time employees that are at least 21 years of age are eligible to participate in the plan immediately upon hire, and our part-time, seasonal and temporary employees that are at least 21 years of age are eligible to participate in the plan upon completing one year of service and a minimum of 1,000 hours of service. Fidelity Investments is the independent plan trustee. As of December 31, 2010, participants had the ability to direct contributions into specified mutual funds within the Fidelity family

59


 
 

TABLE OF CONTENTS

of funds, as well as other outside investment vehicles. Currently, our common stock is not an investment option under the plan. Although we did not make matching contributions under the 401(k) Savings Plan during 2010, we had made matching contributions in the past and are currently making matching contributions during 2011. Matching contributions, if any, vest 50% after the employee’s second full year of service and 100% after the third full year of service, after which all matching contributions are fully vested at the time they are made. We believe that offering our named executive officers this additional vehicle for saving and generating earnings on their savings in a tax-deferred manner provides a valuable benefit that helps us to retain top talent.

For further discussion of the named executive officers’ participation in the 401(k) Savings Plan, see “— 2010 Summary Compensation Table.”

Tax and Accounting Considerations

Tax Considerations

Section 162(m) of the Internal Revenue Code, as amended, places a limit of $1 million on the amount of compensation we may deduct for federal income tax purposes in any one year with respect to our Chief Executive Officer and the next three most highly compensated officers, other than our Chief Financial Officer, which are referred to as the Covered Persons. However, performance-based compensation that meets certain requirements may be excluded from this $1 million limitation.

In reviewing the effectiveness of our executive compensation program and determining whether to structure our compensation to avoid the imposition of this $1 million deduction limitation, the Compensation Committee considers the anticipated tax treatment to us and to the Covered Persons of various payments and benefits. However, the deductibility of certain compensation payments may depend, in part, upon the timing of vesting (or other tax events) arising in connection with certain other awards, as well as certain factors that may be beyond the Compensation Committee’s control. While the tax impact of any compensation arrangement is one factor to be considered in determining appropriate compensation, such impact is evaluated in light of the Compensation Committee’s overall compensation philosophy and objectives. For these and other reasons, including preservation of flexibility in compensating the named executive officers in a manner designed to promote varying corporate goals as well as constraints due to the timing of the completion of the Ticketmaster merger, the Compensation Committee did not, during 2010, limit executive compensation to that which is deductible under Section 162(m) of the Internal Revenue Code and has not adopted a policy requiring all compensation to be structured in this manner.

The Compensation Committee does consider various alternatives designed to preserve the deductibility of compensation and benefits to the extent reasonably practicable and to the extent consistent with our other compensation objectives, including the objective of retaining the discretion it deems necessary to compensate officers in a manner commensurate with performance and the competitive environment for executive talent. As appropriate or advisable, the Compensation Committee establishes specific annual performance criteria under our Amended and Restated 2006 Annual Incentive Plan and/or our stock incentive plans in an effort to ensure deductibility of certain of our named executive officers’ incentive compensation. The Compensation Committee may, however, continue to award compensation which may not be fully deductible if it determines that such compensation is consistent with our philosophy and is in our and our stockholders’ best interests.

The Compensation Committee also endeavors to structure executive officers’ compensation in a manner that is either compliant with, or exempt from the application of, Internal Revenue Code Section 409A, which provisions may impose significant additional taxes on non-conforming, nonqualified deferred compensation (including certain equity awards, severance, incentive compensation, traditional deferred compensation and other payments). Again, the tax impact of any compensation arrangement is one factor to be considered in determining appropriate compensation, and such impact is evaluated in light of the Compensation Committee’s overall compensation philosophy and objectives.

60


 
 

TABLE OF CONTENTS

Accounting Considerations

The Compensation Committee, when advised by management, also considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to equity compensation awards. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives, but will consider any changes in light of our overall compensation philosophy.

61


 
 

TABLE OF CONTENTS

2010 Summary Compensation Table

The following table sets forth summary information concerning the compensation for each of our named executive officers for all services rendered in all capacities to us during the fiscal years ended December 31, 2010, 2009 and 2008.

               
               
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(5)
    2010       1,973,585       3,000,000       5,366,935       1,653,217       3,780,000       87,415       15,861,152 (6) 
    2009       1,501,140             412,500       2,086,221       2,625,000       51,362       6,676,223  
    2008       1,001,140             1,849,500             1,950,000       42,885       4,843,525  
Irving Azoff,
Executive Chairman
and Chairman of the Board(7)
    2010       1,863,014       5,000,000       462,035       1,653,217             13,821,223       22,799,489 (8) 
Jason Garner,
Chief Executive Officer – 
Global Music(9)
    2010       742,522             2,674,257       874,056             2,700,000       6,990,835 (10) 
    2009       826,026       1,250,000             307,048       275,000             2,658,074  
    2008       720,561       650,000                   200,000             1,570,561  
Nathan Hubbard,
Chief Executive
Officer – Ticketing(11)
    2010       625,957             3,815,985       611,856       637,875             5,691,673 (10) 
Michael Rowles,
General Counsel and Secretary(12)
    2010       578,474       500,000       3,801,727       560,772       513,975             5,954,948 (10) 
    2009       517,475                         550,000             1,067,475  
    2008       500,706             (344,500 )            425,000             581,206  
Kathy Willard,
Chief Financial Officer(13)
    2010       631,067       1,000,000       3,815,985       611,856       560,700             6,619,608 (10) 
    2009       533,330                         600,000             1,133,330  
    2008       475,793                         575,000       65,666       1,116,459  

(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 15 of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2010. All of these awards were granted under either the Live Nation or Ticketmaster stock incentive plan.
(3) For Messrs. Rapino, Hubbard and Rowles and Ms. Willard, the amounts set forth in this column for 2010 reflect a cash performance bonus that was paid in 2011 but was earned based upon obtaining 2010 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 2010 represent (i) for Mr. Rapino, an automobile allowance of $36,627, a tax gross-up payment of $28,282 relating to such automobile allowance, a medical physical exam of $12,000 and a tax gross-up payment of $10,506 relating to such medical physical exam; (ii) for Mr. Azoff, payments of principal and interest totaling $10,019,628 on the Azoff Trust Note, a $3,000,000 dividend payment on his Front Line common stock (which dividend was paid pro rata to all the stockholders of Front Line, including the company), a tax gross-up payment of $650,729 relating to such Front Line dividend payment, premiums for medical insurance outside of the company’s standard employee plans of $100,670, an automobile allowance of $49,071 and a membership to the House of Blues Foundation Room; and (iii) for Mr. Garner, a severance entitlement of $2,700,000 (the payment of a majority of which has been delayed due to Section 409A of the Internal Revenue Code). Messrs. Hubbard and Rowles and Ms. Willard did not receive perquisites and personal benefits aggregating more than $10,000 during 2010.
(5) Mr. Rapino’s bonus for 2010 represents a $3,000,000 cash signing bonus earned upon completion of the Ticketmaster merger (which was the trigger for the effectiveness of his new employment agreement).

62


 
 

TABLE OF CONTENTS

(6) A significant portion ($5,363,500) of Mr. Rapino’s reported total compensation for 2010 relates to the Ticketmaster merger, consisting of a $2,000,000 cash bonus and 350,000 shares of restricted stock with a grant date fair value of $3,363,500 (reported in the Stock Awards column), which shares vest equally over the first four anniversaries of the merger subject to satisfaction of post-merger performance conditions. Excluding the foregoing amounts, Mr. Rapino’s total compensation for 2010, including both cash and equity compensation, was $10,497,652.
(7) Mr. Azoff joined the company on January 25, 2010 upon the closing of the Ticketmaster merger. The salary amount for 2010 represents salary actually earned in 2010 after that date, based on an annual rate of $2,000,000. Mr. Azoff’s bonus for 2010 represents a $2,000,000 cash bonus which was paid upon completion of the Ticketmaster merger, a $2,000,000 guaranteed annual bonus and a $1,000,000 bonus which was awarded at the discretion of the Compensation Committee in February 2011 in respect of 2010 performance.
(8) A significant portion ($15,670,357) of Mr. Azoff’s reported total compensation for 2010 relates to the Ticketmaster merger (a $2,000,000 cash bonus) and Mr. Azoff’s ownership interest in Front Line, a company that he founded and had a significant ownership interest in prior to the company’s purchase of this interest in February 2011 ((i) payments of principal and interest totaling $10,019,628 on the Azoff Trust Note, which note was issued in exchange for preferred stock of Ticketmaster that had been paid to Mr. Azoff as partial consideration for the purchase of a portion of his equity interest in Front Line by Ticketmaster in October 2008, (ii) a $3,000,000 dividend payment on his Front Line common stock (which dividend was paid pro rata to all the stockholders of Front Line, including the company), and (iii) a tax gross-up payment of $650,729 relating to such Front Line dividend payment). Excluding the foregoing amounts, Mr. Azoff’s total compensation for 2010, including both cash and equity compensation, was $7,129,132.
(9) Mr. Garner’s employment with the company ended in October 2010.
(10) Amounts shown for Messrs. Hubbard and Rowles and Ms. Willard include a grant of 300,000 shares of restricted stock with a grant date fair value of $3,645,000 and amount shown for Mr. Garner includes a grant of 200,000 shares of restricted stock with a grant date fair value of $2,430,000. These grants were intended to be made in 2009, but were subject to receipt of stockholder approval to increase the number of shares available under the company’s stock incentive plan, which approval was obtained in January 2010. Excluding the foregoing amounts, the total compensation for these individuals for 2010, including both cash and equity compensation, was as follows: Mr. Garner — $4,560,835; Mr. Hubbard — $2,046,673; Mr. Rowles — $2,309,948; Ms. Willard — $2,974,608.
(11) Mr. Hubbard did not serve as an executive officer during 2009 or 2008.
(12) Mr. Rowles’ bonus for 2010 represents a $500,000 cash bonus which was paid upon completion of the Ticketmaster merger. Mr. Rowles’ 2008 salary amount includes a retroactive increase to January 1, 2008 of $75,000, which was approved and paid in 2009. In March 2008, the Compensation Committee determined that we did not achieve certain financial performance goals applicable to Mr. Rowles’ 25,000-share restricted stock grant; however, the Committee determined in its discretion to vest 25% of this restricted stock grant on that date, with the remainder to vest over the following three years in accordance with its original vesting schedule. ASC 718 requires this type of modification to be treated as a forfeiture of the original award and an issuance of a new award. The amount disclosed for 2008 represents the incremental fair value adjustment of the modified award calculated as of the modification date.
(13) Ms. Willard’s bonus for 2010 represents a $1,000,000 cash bonus which was paid upon completion of the Ticketmaster merger.

63


 
 

TABLE OF CONTENTS

2010 Grants of Plan-Based Awards

The following table sets forth certain information with respect to grants of plan-based awards for the fiscal year ended December 31, 2010 to the named executive officers.

                   
                   
Name   Grant
Date
  Measurement
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)
  Grant Date
Fair Value
of Stock
and Option
Award
($)(2)
  Threshold
($)
  Target
($)
  Maximum
($)
  Threshold
(#)
  Target
(#)
  Maximum
(#)
Michael Rapino     1/26/10                                     350,000 (3)                  3,363,500  
    1/26/10       6/23/10                         80,000 (4)      100,000 (4)                  1,101,000  
    1/26/10       6/23/10                               50,000 (5)                  550,500  
    6/23/10           $ 3,600,000     $ 4,000,000     $ 4,400,000                                
    6/23/10                                                 441,965       2,115,252  
Irving Azoff     6/23/10           $ 1,000,000     $ 1,500,000     $ 2,000,000                                
    6/23/10                                                 441,965       2,115,252  
Jason Garner     1/26/10                                                 200,000       2,430,000  
    6/23/10                                                 233,665       1,118,313  
Nathan Hubbard     1/26/10                                                 300,000       3,645,000  
    6/23/10           $ 535,500     $ 630,000     $ 724,500                                
    6/23/10                                                 163,570       782,841  
Michael Rowles     1/26/10                                                 300,000       3,645,000  
    6/23/10           $ 462,000     $ 577,500     $ 693,000                                
    6/23/10                                                 149,915       717,499  
Kathy Willard     1/26/10                                                 300,000       3,645,000  
    6/23/10           $ 504,000     $ 630,000     $ 756,000                                
    6/23/10                                                 163,570       782,841  

(1) The amounts reflect the number of stock options or shares of restricted stock 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, except that no assumptions for forfeitures were included for restricted stock awards. A discussion of the assumptions used in calculating the grant date fair value is set forth in Note 15 of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2010.
(3) Mr. Rapino’s 350,000-share restricted stock award will vest (A) in equal installments on each of the first four anniversaries of the closing of the Merger or (B) with respect to each installment, if later than the applicable vesting anniversary, the first date on which the average closing trading price of our common stock over any consecutive 12-month period exceeds $20 per share, or (C) in any event, upon a change in control.
(4) Eighty-nine percent of Mr. Rapino’s 100,000-share restricted stock award vested 50% (44,500 shares) on March 31, 2011, in connection with our achievement of the financial performance target established by the Compensation Committee, and the remaining 50% (44,500 shares) of the award will vest on March 31, 2012. 11,000 of such shares were forfeited on March 31, 2011.
(5) Mr. Rapino’s 50,000-share restricted stock award vested 50% on March 31, 2011, in connection with our achievement of operational performance targets established by the Compensation Committee, and the remaining 50% of such award will vest on March 31, 2012.

64


 
 

TABLE OF CONTENTS

2010 Outstanding Equity Awards at Fiscal Year-End

The following table sets forth summary information regarding the outstanding equity awards at December 31, 2010 granted to each of our named executive officers.

                 
                 
  Option Awards   Stock Awards
       
  
  
  
  
Number of
Securities
Underlying
Unexercised
Options
(#)
  Number of
Securities
Underlying
Unexercised
Options
(#)(2)
  Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
  Option
Exercise
Price
($)
  Option
Expiration
Date
  Number of
Shares or
Units of
Stock
That Have
Not Vested
(#)(3)
  Market
Value of
Shares or
Units of
Stock
That Have
Not Vested
($)(1)
  Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)
  Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)(1)
Name   Exercisable   Unexercisable
Michael Rapino(4)     335,000                   10.60       12/2012                          
       670,000                   24.95       2/2017                          
       400,000       1,600,000             2.75       3/2019                          
                                                 350,000       3,997,000  
                                                 100,000       1,142,000  
                                                 50,000       571,000  
             400,000             11.01       6/2020                          
                                     41,965       479,240              
Irving Azoff(5)     1,474,372       1,474,372             13.57       10/2018                          
       1,065,299       1,065,299             5.12       5/2019                          
                                                 372,854       4,257,993