Live Nation Entertainment : Proxy Statement FY 2020

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

The 2021 Annual Meeting of Stockholders of Live Nation Entertainment, Inc., a Delaware corporation, will be held on Thursday, June 10, 2021, at 9:00 a.m. Pacific Daylight Time via a live webcast, for the following purposes:

1. to elect the twelve director nominees identified in the accompanying proxy statement to hold office until the 2022 Annual Meeting of Stockholders;
2. to ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the 2021 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 14, 2021 as the record date for the determination of stockholders entitled to notice of and to vote at the 2021 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, 2021

YOUR VOTE IS IMPORTANT!

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON JUNE 10, 2021:

Our Proxy Statement is attached. The Notice of Annual Meeting of Stockholders and Proxy Statement, 2020 Annual Report and Form 10-K may be accessed over the internet free of charge at www.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 ......................................	17
DIRECTOR COMPENSATION ..........................	20
2020 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 ...............	23
PROPOSAL NO. 2-RATIFICATION OF THE
APPOINTMENT OF THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM .........	24
Audit and Non-Audit Fees..............................	24

REPORT OF THE AUDIT COMMITTEE OF THE

BOARD OF DIRECTORS ................................ 26

COMPENSATION DISCUSSION AND ANALYSIS .... 27

Executive Overview ..................................... 27

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

Compensation Philosophy and Objectives ........... 30

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

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

Compensation Program Components ................ 32

REPORT OF THE COMPENSATION COMMITTEE

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

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION ............................... 39

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

2020 Summary Compensation Table ................. 40

2020 Grants of Plan-Based Awards .................. 41

2020 Outstanding Equity Awards at Fiscal

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

2020 Option Exercises and Stock Vested ............ 45

2020 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 Employees ................................. 56

Supporting Diversity .................................... 56

Supporting the Community ............................ 57

ADDITIONAL INFORMATION ........................... 58

9348 Civic Center Drive

Beverly Hills, California 90210

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 10, 2021

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 10, 2021, 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, 2021.

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?
2. 1. 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 hope that following this procedure will allow us to save money on the printing and mailing of those materials and to reduce the impact that our annual meeting has on the environment.
      We intend to mail the Notice of Availability on or about April 27, 2021 to all stockholders of record entitled to vote at the annual meeting.
3. Q: Purpose-What is the purpose of the Annual Meeting of Stockholders?
4. 1. At the annual meeting, stockholders will act upon the matters outlined in this proxy statement, including:
   2. • election of the twelve members of our board of directors, the director nominees being Maverick Carter, Ariel Emanuel, Ping Fu, Jeffrey T. Hinson, Chad Hollingsworth, James Iovine, James S. Kahan, Gregory B. Maffei, Randall T. Mays, Michael Rapino, Mark S. Shapiro and Dana Walden; and
      • ratification of Ernst & Young LLP as our independent registered public accounting firm for the 2021 fiscal year.
5. Q: Board's Recommendations-How does the board of directors recommend that I vote?
6. 1. The board of directors recommends that you vote your shares:
   2. • FOReach of the director nominees named in this proxy statement; and
      • FORthe ratification of Ernst & Young LLP as our independent registered public accounting firm for the 2021 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.

2021 Proxy Statement | 1

1. Q: Vote Requirement-How many votes are required to approve each item?
2. 1. Election of directors(Proposal 1)-Our bylaws require that a director nominee will be elected only if he or she receives a majority of the votes cast with respect to his or her election in an uncontested election (that is, the number of shares voted "for" a director nominee must exceed the number of votes cast "against" that nominee). For purposes of electing directors, not voting or withholding your vote by voting "abstain" (or a direction to your broker, bank or other nominee to withhold your vote, called a "broker non-vote") is not counted as a vote cast, and therefore will have no effect on the outcome of the election of directors.
      All twelve director nominees are currently serving on the board of directors. If a nominee who is currently serving as a director is not re-elected, Delaware law provides that the director would continue to serve on the board of directors as a "holdover director." Under our board of directors' policy regarding majority voting, the board expects each incumbent director who is nominated for re-election to the board to tender his or her resignation from the board if he or she fails to receive the required number of votes for re-election in accordance with our bylaws. The resignation shall become effective only if and when the board of directors or a duly authorized committee of the board determines to accept such resignation. The board of directors or the duly authorized committee of the board, as the case may be, may consider any factors it deems relevant in deciding whether to accept a director's resignation. Each of the director nominees has affirmatively agreed to tender a resignation under the circumstances described above.
      All other proposals(Proposal 2 and any other items properly brought before the annual meeting)-Theaffirmative 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 these matters is required to approve each of the other proposals set forth in this proxy statement, and any other item properly brought before the annual meeting (except as explained below for amendments to our bylaws). For purposes of these votes, abstentions or not voting on a matter will be counted as present in person or represented by proxy and entitled to vote on the respective matter, and therefore will have the effect of a negative vote. Broker non- votes will have no effect on the outcome of these proposals, as they are not "entitled to vote." Amendments to our bylaws require the affirmative vote of the holders of at least a majority of the total voting power of our common stock, or at least 80% of the total voting power for certain amendments. For the purpose of a vote on an amendment to our bylaws, not voting, abstentions and broker non-voteswill all have the effect of a negative vote.
3. Q: Record Date-Which of my shares may I vote?
4. 1. All shares owned by you as of the close of business on April 14, 2021, 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: How can I attend the annual meeting?
6. 1. This year's annual meeting will be accessible through the internet via a live webcast. Prior registration to attend the virtual annual meeting is required, and must be completed no later than 5:00 p.m. Eastern Daylight Time on June 8, 2021, which we refer to as the Registration Deadline, at www.proxydocs.com/ LYV. We adopted a virtual format for our annual meeting to make participation more convenient and accessible for our stockholders in light of evolving public health and safety considerations posed by the COVID-19 pandemic.
      You are entitled to participate in the annual meeting if you were a stockholder as of the close of business on the Record Date or hold a valid proxy for the meeting. To be admitted to the annual meeting's live webcast, you must register at www.proxydocs.com/LYV by the Registration Deadline as described in the Notice of Availability or proxy card. As part of the registration process, you must enter the control number located inside the shaded gray box on your Notice of Availability or proxy card, which we refer to as the Control Number. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the annual meeting, will be emailed to you.

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