Live Nation Entertainment : Proxy Statement FY 2021

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

The 2022 Annual Meeting of Stockholders of Live Nation Entertainment, Inc., a Delaware corporation, will be held on Thursday, June 16, 2022, at 9:00 a.m. Pacific Daylight Time via a live webcast, for the following purposes:

• 1. to elect the eleven director nominees identified in the accompanying proxy statement to hold office until the 2023 Annual Meeting of Stockholders;

• 2. to ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the 2022 fiscal year; and

• 3. 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 18, 2022 as the record date for the determination of stockholders entitled to notice of and to vote at the 2022 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,

Michael Rapino

President, Chief Executive Officer and Director

Beverly Hills, California

April 27, 2022

YOUR VOTE IS IMPORTANT!

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON JUNE 16, 2022:

Our Proxy Statement is attached. The Notice of Annual Meeting of Stockholders and Proxy Statement, 2021 Annual Report and Form 10-K may be accessed over the internet free of charge atwww.proxydocs.com/LYV.

We are using Securities and Exchange Commission rules that allow us to make our proxy statement and related materials available on the internet. Accordingly, we are sending a "Notice of Internet Availability of Proxy Materials," or Notice of Availability, to our stockholders of record instead of a paper proxy statement and annual report containing financial statements, unless paper copies have previously been requested. The rules provide us the opportunity to save money on the printing and mailing of our proxy materials and to reduce the impact of our annual meeting on the environment. We hope that you will view our annual meeting materials over the internet if possible and convenient for you. Instructions on how to access the proxy materials over the internet or to request a paper or email copy of our proxy materials can also be found in the notice you received.

Whether or not you expect to attend the annual meeting, please make sure you vote so that your shares will be represented at the meeting. Our stockholders can vote over the internet or by telephone as specified in the accompanying voting instructions or by completing and returning a proxy card. This will ensure the presence of a quorum at the annual meeting and save the expense and extra work of additional solicitation. Sending your proxy card will not prevent you from attending the meeting, revoking your proxy and voting your stock in person.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE PROXY

MATERIALS AND THE ANNUAL MEETING . . . . . . . . . . . 1

CORPORATE GOVERNANCE .......................... 6

Governance Highlights ................................. 6

Independence ........................................... 6

Board Composition and Director Qualifications ...... 7

Board Leadership Structure ........................... 7

Risk Oversight and Compensation Risk

Assessment ........................................... 7

Code of Business Conduct and Ethics ............... 8

Officer and Director Stock Ownership Guidelines ... 8

Board Practices ......................................... 8

Stockholder Communications ......................... 9

Certain Relationships and Transactions . . . . . . . . . . . . . . 9

PROPOSAL NO. 1-ELECTION OF DIRECTORS . . . . 12

Director Nominees ...................................... 12

General Information About the Board of Directors .. 13

Board Meetings ......................................... 16

Board Committees ...................................... 16

DIRECTOR COMPENSATION .......................... 20

2021 Director Compensation Table . . . . . . . . . . . . . . . . . . . 20

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS ................ 22

Security Ownership Table .............................. 22

Equity Compensation Plan Information . . . . . . . . . . . . . . . 24

PROPOSAL NO. 2-RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM ......... 25

Audit and Non-Audit Fees .............................. 25

REPORT OF THE AUDIT COMMITTEE OF THE

BOARD OF DIRECTORS ................................ 27

COMPENSATION DISCUSSION AND ANALYSIS . . . . 28

Executive Overview ..................................... 28

Roles and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Compensation Philosophy and Objectives . . . . . . . . . . . 31

Compensation Setting Process ....................... 31

Use of Employment Agreements . . . . . . . . . . . . . . . . . . . . . . 32

Compensation Program Components ................ 33

REPORT OF THE COMPENSATION COMMITTEE

OF THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . 39

COMPENSATION COMMITTEE INTERLOCKS AND

INSIDER PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

EXECUTIVE COMPENSATION TABLES .............. 40

2021 Summary Compensation Table . . . . . . . . . . . . . . . . . 40

2021 Grants of Plan-Based Awards .................. 41

2021 Outstanding Equity Awards at Fiscal

Year-End .............................................. 42

2021 Option Exercises and Stock Vested . . . . . . . . . . . . 45

2021 Potential Payments Upon Termination or

Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Change in Control Provisions .......................... 47

Named Executive Officer Employment Agreements

& Other Compensation Information ................ 47

CORPORATE SOCIAL RESPONSIBILITY . . . . . . . . . . . . . 55

Supporting Sustainability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

Supporting the Wellness of our Employees and

Fans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

Supporting Diversity .................................... 57

Supporting the Community ............................ 58

Supporting Ethics and Compliance ................... 58

Supporting Information Security & Privacy . . . . . . . . . . . 58

ADDITIONAL INFORMATION ........................... 60

Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

"Householding" of Proxy Materials .................... 60

Stockholders Proposals for the 2023 Annual

Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

Nomination of Directors for the 2023 Annual

Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

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9348 Civic Center Drive Beverly Hills, California 90210

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 16, 2022

The board of directors of Live Nation Entertainment, Inc., 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 Thursday, June 16, 2022, at 9:00 a.m. Pacific Daylight Time via a live webcast, and for any adjournment or postponement thereof. This proxy statement is being made available to stockholders on or about April 27, 2022.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

1. Q: Why did I receive a notice regarding the availability of proxy materials on the internet?

• A: Instead of mailing paper proxy materials, we sent a "Notice of Internet Availability of Proxy Materials" to our stockholders of record. We refer to that notice as the Notice of Availability. The Notice of Availability provides instructions on how to view our proxy materials over the internet, how to vote and how to request a paper or email copy of our proxy materials. This method of providing proxy materials is permitted under rules adopted by the Securities and Exchange Commission, or the SEC. We believe that following this procedure will reduce the impact that our annual meeting has on the environment.

  We intend to mail the Notice of Availability on or about April 27, 2022 to all stockholders of record entitled to vote at the annual meeting.

  2. 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 eleven members of our board of directors, the director nominees being Maverick Carter, Ping Fu, Jeffrey T. Hinson, Chad Hollingsworth, James Iovine, James S. Kahan, Gregory B. Maffei, Randall T. Mays, Michael Rapino, Dana Walden and Latriece Watkins; and

  • • ratification of Ernst & Young LLP as our independent registered public accounting firm for the 2022 fiscal year.

  3. 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 director nominees named in this proxy statement; and

  • • FOR the ratification of Ernst & Young LLP as our independent registered public accounting firm for the 2022 fiscal year.

• If you are an employee or former employee who holds company stock through our 401(k) Savings Plan, the proxy that you submit will provide your voting instructions for this stock 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.

  2022 Proxy Statement | 1