8-K 1 a20180606_8k.htm 8-K Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
June 6, 2018
 
Live Nation Entertainment, Inc.
(Exact name of registrant as specified in its charter) 

 
 
 
 
 
Delaware
 
001-32601
 
20-3247759
(State or other jurisdiction
of incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
9348 Civic Center Drive
Beverly Hills, California
 
90210
(Address of principal executive offices)
 
(Zip Code)
(310) 867-7000
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨


 


    

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On June 6, 2018, effective as of the annual meeting of stockholders (the “Annual Meeting”) of Live Nation Entertainment, Inc. (the “Company”), Jonathan Dolgen and Peggy Johnson retired from the board of directors (the “Board”) of the Company.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(b) On June 6, 2018, at the Annual Meeting:
1. Mark Carleton, Ari Emanuel, Ted Enloe, Ping Fu, Jeff Hinson, Jimmy Iovine, Jim Kahan, Greg Maffei, Randall Mays, Michael Rapino, Mark Shapiro and Dana Walden were elected as directors to serve for a term of one year expiring at the annual meeting of stockholders to be held in 2019 or until their successors are elected and qualified; and
2. Ernst & Young LLP was ratified as the Company’s independent registered public accounting firm for the 2018 fiscal year.
The final results of the voting at the Annual Meeting were as follows:
Proposal No. 1 – Election of Directors
Nominees
 
For
 
Against
 
Abstained
 
Broker Non-Votes
Mark Carleton
 
160,254,034

 
31,882,866

 
141,037

 
5,030,411

Ari Emanuel
 
162,421,134

 
29,790,398

 
66,405

 
5,030,411

Ted Enloe
 
155,830,932

 
36,375,518

 
71,487

 
5,030,411

Ping Fu
 
191,766,653

 
441,332

 
69,952

 
5,030,411

Jeff Hinson
 
162,803,740

 
29,405,717

 
68,480

 
5,030,411

Jimmy Iovine
 
164,597,107

 
27,614,346

 
66,484

 
5,030,411

Jim Kahan
 
163,314,159

 
28,894,768

 
69,010

 
5,030,411

Greg Maffei
 
125,515,941

 
66,620,597

 
141,399

 
5,030,411

Randall Mays
 
153,771,082

 
38,439,872

 
66,983

 
5,030,411

Michael Rapino
 
164,597,597

 
27,616,179

 
64,161

 
5,030,411

Mark Shapiro
 
158,505,223

 
33,704,746

 
67,968

 
5,030,411

Dana Walden
 
191,769,769

 
439,523

 
68,645

 
5,030,411


Proposal No. 2 – Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2018
For
 
Against
 
Abstained
194,196,656

 
3,030,874

 
80,818


Item 8.01 Other Events.
In connection with their initial election to the Board, on June 6, 2018, Ms. Fu and Ms. Walden each entered into the Company’s form indemnification agreement for directors, which is included as Exhibit 10.1 and incorporated herein by reference. A copy of the press release issued by the Company on June 6, 2018 in respect of Ms. Fu’s and Ms. Walden’s election to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The information in the Exhibit Index of this Current Report on Form 8-K is incorporated into this Item 9.01(d) by reference.


    

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
Live Nation Entertainment, Inc.
 
 
By:
 
/s/ Brian Capo
 
 
Brian Capo
 
 
Senior Vice President and Chief Accounting Officer
June 8, 2018


    

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