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):

~~May~~June 1912, 2025

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))

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.

(b) On ~~May~~June 1912, 2025, effective as of the ~~Board~~annual meeting of ~~Directors~~stockholders (the “~~Board~~Annual Meeting”) of Live Nation Entertainment, Inc. (~~“Live~~the ~~Nation~~“Company”), ~~elected~~Greg ~~Richard~~Maffei ~~Allen~~retired ~~Grenell~~from asthe aboard ~~member~~ of directors (the "Board.") ~~Mr.~~of ~~Grenell~~the ~~has not been appointed to any Board committees at this time~~Company.

There is no arrangement or understanding between Mr. Grenell and any other person pursuant to which Mr. Grenell was elected as a director. There are no transactions in which Mr. Grenell has an interest requiring disclosure under Item ~~404(a) of Regulation S-K~~5.07 Submission ~~In connection with his appointment to the Board, Mr. Grenell and Live Nation entered into Live Nation’s form indemnification agreement for directors, a copy~~ of ~~which~~Matters ~~is attached hereto as Exhibit 10.1 and incorporated herein by reference. Additionally, as soon as practicable, Mr. Grenell will be granted 102 shares of Live Nation restricted common stock pursuant~~ to ~~the company’s non-employee director compensation plan, which shares represent~~ a ~~prorated~~Vote ~~portion~~ of ~~the~~Security ~~annual non-employee director grant and will vest on June 13, 2025~~Holders. ~~A copy of the press release issued by Live Nation on May 20, 2025 in respect of Mr. Grenell’s appointment to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.~~

(b) On June 12, 2025, at the Annual Meeting:

1. Maverick Carter, Ping Fu, Jeff Hinson, Chad Hollingsworth, Jimmy Iovine, Jim Kahan, Randall Mays, Rich Paul, Michael Rapino, Carl Vogel, and Latriece Watkins were elected as directors to serve for a term of one year expiring at the annual meeting of stockholders to be held in 2026 or until their successors are elected and qualified;

2. an advisory resolution was passed in favor of the Company’s executive compensation; and

3. Ernst & Young LLP was ratified as the Company’s independent registered public accounting firm for the 2025 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
Maverick Carter	214,081,885	2,353,328	91,462	7,200,625
Ping Fu	216,016,119	473,428	37,128	7,200,625
Jeff Hinson	211,872,834	4,616,229	37,612	7,200,625
Chad Hollingsworth	188,130,882	28,350,662	45,131	7,200,625
Jimmy Iovine	213,759,468	2,739,412	27,795	7,200,625
Jim Kahan	212,513,383	3,985,134	28,158	7,200,625
Randall Mays	178,546,283	37,546,405	433,987	7,200,625
Rich Paul	216,190,634	307,604	28,437	7,200,625
Michael Rapino	215,825,174	673,789	27,712	7,200,625
Carl Vogel	216,064,571	424,141	37,963	7,200,625
Latriece Watkins	214,089,216	2,384,004	53,455	7,200,625


Proposal No. 2 – Advisory Vote on the Company’s Executive Compensation
For	Against	Abstained	Broker Non-Votes
159,767,755	56,707,541	51,379	7,200,625


Proposal No. 3 – Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2025
For	Against	Abstained	Broker Non-Votes
221,814,343	1,885,300	27,657	0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Exhibit Title
Exhibit No.						Description
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 the Securities and Exchange Commission on February 25, 2010).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).
99.1						Press release issued by Live Nation Entertainment, Inc. on May 20, 2025.
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
Chief Accounting Officer

~~May~~June 2013, 2025

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