Independent
Tenure on this board
7.5 yrs
12 nominees · 3 ballot items.
Elect twelve director nominees to the board; an advisory (non-binding) vote to approve the company’s executive compensation (say-on-pay); and ratification of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal 2026.
Elect the twelve director nominees named in the proxy to hold office until the 2027 Annual Meeting of Stockholders.
Non-binding, advisory 'say-on-pay' vote to approve the compensation paid to the company's named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation disclosed for the company’s named executive officers (the 'say-on-pay' vote). Management seeks shareholder approval to reaffirm its compensation policies and practices, which it describes as reasonable, competitive and focused on pay-for-performance, tying cash bonuses to Adjusted Operating Income and using equity awards to align long-term interests. The advisory vote is not binding, but the Compensation Committee and board state they value and will consider voting outcomes when setting future compensation, and they point to prior engagement with large stockholders and recent changes made in response to feedback (e.g., requiring performance conditions for cash bonuses and avoiding overlapping metrics). Company-specific context includes strong 2025 financial results (record revenue and AOI growth), the use of AOI as the primary performance metric for many cash bonuses, and the use of stock-price and strategic goals for long-term equity awards. The board emphasizes governance practices intended to link pay to performance (stock ownership guidelines, clawback policy, and changes to award vesting conditions) as rationale for recommending approval. Procedurally, the proposal requires a majority of votes cast by shares present or represented by proxy to pass; abstentions count as negative votes for this matter and broker non-votes have no effect. For sophisticated evaluation, note the company’s recent say-on-pay history (approximately 74% support in 2025) and that the Compensation Committee has engaged an independent consultant and undertaken specific reforms to address shareholder concerns, which reduces the risk of shareholder discontent but leaves the vote advisory rather than prescriptive. Overall, the proposal is a governance signal on executive pay alignment rather than an operational directive, and a 'for' vote reflects shareholder endorsement of the board’s current compensation framework and recent responsiveness to investor feedback.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as Live Nation’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 5.39% | 12,703,971 | $1.9B |
| 2 | PRINCIPAL FINANCIAL GROUP INC | 4.48% | 10,549,182 | $1.6B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.45% | 10,472,645 | $1.6B |
| 4 | CANADA PENSION PLAN INVESTMENT BOARD | 3.74% | 8,798,835 | $1.3B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.55% | 8,359,412 | $1.3B |
| 6 | Capital International Investors | 3.02% | 7,112,687 | $1.1B |
| 7 | FMR LLC | 2.75% | 6,483,138 | $989M |
| 8 | BlackRock, Inc. | 2.53% | 5,956,282 | $908M |
| 9 | Independent Franchise Partners LLP | 2.49% | 5,864,757 | $894M |
| 10 | Select Equity Group, L.P. | 2.27% | 5,344,455 | $815M |
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