8-K
Live Nation Entertainment, Inc. (LYV)
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):
April 11, 2023
Live Nation Entertainment, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32601 | 20-3247759 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission File No.) | (I.R.S. Employer<br>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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Securities registered pursuant to Section 12(b) of the Act: | |||||
|---|---|---|---|---|---|
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||
| Common stock, $.01 Par Value Per Share | LYV | New York Stock Exchange | 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.
On April 11, 2023, the Board of Directors (the “Board”) of Live Nation Entertainment, Inc. (“Live Nation”) elected Richard A. Paul as a member of the Board. Mr. Paul has not been appointed to any Board committees at this time.
There is no arrangement or understanding between Mr. Paul and any other person pursuant to which Mr. Paul was elected as a director. There are no transactions in which Mr. Paul has an interest requiring disclosure under Item 404(a) of Regulation S-K. In connection with his appointment to the Board, on April 11, 2023: (i) Mr. Paul was granted 369 shares of Live Nation restricted common stock pursuant to the company’s non-employee director compensation plan, which shares represent a prorated portion of the annual non-employee director grant and will vest on June 16, 2023, and (ii) Mr. Paul and Live Nation entered into Live Nation’s form indemnification agreement for directors, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. A copy of the press release issued by Live Nation on April 13, 2023 in respect of Mr. Paul’s appointment to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit Title |
|---|---|
| 10.1 | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.23 of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with Securities and Exchange Commission on February 25, 2010). |
| 99.1 | Press release issued by Live Nation Entertainment, Inc. on April 13, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Live Nation Entertainment, Inc. | |
|---|---|
| By: | /s/ Brian Capo |
| Brian Capo | |
| Senior Vice President and<br>Chief Accounting Officer |
April 13, 2023
Document
EXHIBIT 99.1
LIVE NATION ENTERTAINMENT ELECTS RICH PAUL
TO BOARD OF DIRECTORS
LOS ANGELES, April 13, 2023 — Live Nation Entertainment (NYSE: LYV) today announced the election of Rich Paul to its Board of Directors. Paul is the Founder and CEO of KLUTCH Sports Group, as well as Head of Sports at United Talent Agency (UTA) where he also serves on the board. Paul represents some of the world’s top athletes, helping them make strategic decisions about professional playing careers as well as develop successful brand and business ventures.
“Rich brings a valuable perspective from sports, business, entertainment and more,” said Greg Maffei, chairman of the Live Nation Board of Directors. “We’re fortunate to welcome him as a new addition to our board.”
“Rich understands what it takes to help talent develop a long and successful career. His input will be a great addition as we continue driving more value for artists and their fans through live shows,” said Michael Rapino, President and CEO, Live Nation Entertainment.
“Live Nation’s artist-centric approach to business makes this a really natural fit for me,” said Paul. “Going to an event live is one of the most powerful ways to experience sports and music, and I look forward to contributing to the company and the industry in this new way.”
Paul has received a number of accolades for his excellence and innovation within the industry, including being named GQ’s 2019 “PowerBroker of the Year” as well as “The King Maker” on Sports Illustrated’s 2019 cover, and being honored on Variety’s “Variety500” list of the most influential business leaders shaping the global media industry. KLUTCH Sports has also been recognized by TIME on their inaugural TIME100 Most Influential Companies List. He has also become well known for using his influence to power important social impact - driving the reversal of what was known as the “Rich Paul Rule,” which would have banned agents without a college degree from representing NCAA student athletes.
About Live Nation Entertainment
Live Nation Entertainment (NYSE: LYV) is the world’s leading live entertainment company comprised of global market leaders: Ticketmaster, Live Nation Concerts, and Live Nation Sponsorship. For additional information, visit www.livenationentertainment.com.
Media Contact
Media@livenation.com