SEC Comment Letter for Live Nation Entertainment, Inc. (LYV) (CIK 0001335258) (LYV) — Apr 25, 2016
Live Nation Entertainment, Inc. (LYV) (CIK 0001335258)
Date: April 25, 2016 · CIK: 0001335258 · Accession: 0000000000-16-073628
AI Filing Summary & Sentiment
File numbers found in text: 001-32601
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April 25 , 2016 Via E-mail Mr. Andrew Kahn, Esq. Associate West Coast Counsel IATSE 10045 Riverside Dr. Toluca Lake CA 91602 Re: Live Nation Entertainment, Inc. Preliminary Proxy Statement on Schedule 14A Filed April 21 , 2016 by IATSE and Mr. Neil G luckman File No. 001-32601 Dear Mr. Kahn : We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts a nd circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments. Live Nation Should Not Maintain a Poison Pill…, page 1 1. Please provide support for the assertions that: the vast majority of publ ic companies do not have pills the majority of S&P 500 companies had pills at one point but most have abandoned them the majority of share holder resolutions against pills in recent years have received majority support Mr. Andrew Kahn, Esq. IATSE April 25 , 2016 Page 2 Severance Pay for Quitting Over Ego or Personal Issues, page 3 2. We note the statement that t he rank -and-file employees of Live Nation would not consider asking for severance p ayments such as those described. Please provide support for this assertion. 3. We note the statement that “ These agreements send the wrong message to the Live Nation workforce. ” Please characterize this statement as your belief. Information on Participants, page 4 4. Please revise the next -to-last sentence in the first paragraph of this section to address the say-on-pay proposal. Form of Proxy 5. Please clarify that the boxes represent votes “for all ,” “against all” and “against all except,” or adv ise as to the meaning of these votes. Please also clarify that this proposal relates to the company nominees. 6. Please revise your proxy statement to specifically direct security holders to the company’s proxy statement for information regarding the compan y nominees. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicab le Exchange Act rules require. Since the filing persons are in possession of all facts relating to their disclosure, they are responsible for the accuracy and adequacy of t he disclosures they have made. In responding to our comments, please provide a written statement from each filing person acknowledging that: the filing person is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the filing person may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Mr. Andrew Kahn, Esq. IATSE April 25 , 2016 Page 3 You may contact me at (202) 551 -3503 if you have a ny questions regarding our comments . Sincerely, /s/ David L. Orlic David L. Orlic Special Counsel Office of Mergers and Acquisitions