Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The principal changes made to the Bylaws were to Section 2.3 thereof to expressly provide that stockholder meetings may be held virtually; to Sections 2.7 and 6.6 thereof to provide for the use of "universal proxy cards," to expressly allow proxy materials to be transmitted to stockholders electronically and proxies to be submitted online, and require that only the Company be allowed to use white card in proxy contests; and to Section 6.10 thereof to provide that the forum for securities-related suits against the Company will be theU.S. federal district courts, while including an express acknowledgement of this provision. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Sixth Amended and Restated Bylaws ofLive Nation Entertainment, Inc. , filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(b) On
1.Maverick Carter , Ping Fu,Jeff Hinson ,Chad Hollingsworth ,Jimmy Iovine ,Jim Kahan ,Greg Maffei ,Randall Mays ,Michael Rapino ,Dana Walden andLatriece Watkins were elected as directors to serve for a term of one year expiring at the annual meeting of stockholders to be held in 2023 or until their successors are elected and qualified; and
2.
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 188,328,439 4,704,848 37,434 5,843,107 Ping Fu 192,427,700 603,811 39,210 5,843,107 Jeff Hinson 175,098,240 17,933,217 39,264 5,843,107 Chad Hollingsworth 185,336,288 7,694,732 39,701 5,843,107 Jimmy Iovine 191,089,846 1,943,338 37,537 5,843,107 Jim Kahan 188,863,369 4,167,461 39,891 5,843,107 Greg Maffei 122,275,554 69,929,553 865,614 5,843,107 Randall Mays 167,009,285 26,023,408 38,028 5,843,107 Michael Rapino 191,781,185 1,252,638 36,898 5,843,107 Dana Walden 191,088,807 1,943,833 38,081 5,843,107 Latriece Watkins 192,647,023 386,570 37,128 5,843,107 Proposal No. 2 - Ratification ofErnst & Young LLP as the Company's Independent Registered Public Accounting Firm for 2022 For Against Abstained 198,061,824 819,288 32,716
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit Description 3.1 Sixth Amended and Restated Bylaws ofLive Nation Entertainment, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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