WHO YOU WANT TO BE TODAY — CEO Update, a D.C.-based trade publication for association executives (a.k.a., "what we read on Blain’s couch while he’s on conference calls"), finds seven lobbyists who made seven figures in 2009, the latest year with data available: 1) Cary Sherman, Recording Industry Association of America, $3,185,026; 2) Bruce Josten, U.S. Chamber of Commerce, $1,340,455; 3) Todd Hauptli, American Association of Airport Executives, $1,312,350; 4) Alan Roth, USTelecom: The Broadband Association, $1,159,138; 5) Cynthia Fornelli, American Institute of CPAs, $1,154,37; 6) Rick Pollack, American Hospital Association, $1,087,024; and 7) Howard Schloss, Financial Industry Regulatory Authority (FINRA), $1,065,628. (Fine print: "highest paid non-CEO staffer who is a federally registered lobbyist in a tax-exempt organization. Compensation figures include base pay, bonuses, deferred salary and nontax income on … tax return from years ending in 2009.")
Why, because he did such a good job?
Live Nation Executive Pay
Now this is arcane, which is exactly how they like it. You’ve got to be a lawyer to understand it, and it’s written in double-speak.
And there you have what’s wrong with America, as corporations rape and pillage and destroy the fabric of our country, the concept that we’re all in it together, that corporations work for us instead of vice-versa, evaporates… Ha!
"Under the Dodd-Frank legislations, shareholders get to voice their opinion on pay. It’s not binding, but shareholders are suing when directors ignore their views.
Companies that ignore say-on-pay votes may pay a hefty price: lawsuits. Shareholders are speaking up on executive compensation with the voice they were given by last year’s financial overhaul legislation. Their advice is not legally binding, but that has not stopped disgruntled investors from calling in lawyers to enforce their views.
The Dodd-Frank Act created say-on-pay to blunt criticism that executives were compensating themselves like rock stars. Beginning on Jan. 21, most public companies had to put pay packages for top officers to an ‘advisory vote” by shareholders. The law did not change directors’ fiduciary duties, so ignoring a thumbs-down verdict is allowed.’
… A negative vote can lead to bad publicity or the ouster of directors. But for Jacobs Engineering and Beazer Homes, which lost say-on-pay votes this year, it has meant lawsuits against management by major shareholders."
Now under Dodd-Frank, shareholders get to hold a vote on executive compensation every 1, 2 or 3 years.
Now ask yourself, how often do Azoff and his cronies want to risk shareholders’ wrath regarding their compensation? Do they want to know what their shareholders think EVERY year, or as infrequently as possible?
BINGO! Bring that winner a stuffed animal!
Live Nation wants a vote every three years. Which is perfectly legal, but can’t be done by fiat.
Yes, shareholders get to vote on frequency, at least once every six years. And that vote is coming up on June 15th. What will the shareholders say?
Very interesting, but like the rest of the raping and pillaging, most people are unaware until the effects are truly felt. Then again, the excessive compensation of Live Nation executives has already been revealed.
SECURITIES AND EXCHANGE COMMISSION:
c. Final Rule
After reviewing and considering the comments, we are adopting Rule 14a-21(b) as proposed with slight modifications to clarify that the frequency vote is required at least once during the six calendar years following the prior frequency vote.111 Under Rule 14a-21(b), issuers will be required, not less frequently than once every six calendar years, to provide a separate shareholder advisory vote in proxy statements for annual meetings to determine whether the shareholder vote on the compensation of executives required by Section 14A(a)(1) "will occur every 1, 2, or 3 years."112
PROPOSAL NO. 6 — ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Under the Dodd-Frank Act, the stockholders of the company are entitled to vote at the 2011 Annual Meeting regarding whether stockholder advisory votes to approve the compensation of the named executive officers as required by Section 14A(a)(2) of the Exchange Act (and as described in Proposal 5 of this proxy statement) should occur every one, two or three years. Pursuant to the Dodd-Frank Act, the stockholder vote on the frequency of the stockholder advisory vote to approve executive compensation is an advisory vote only, and it is not binding on the company or the board of directors.
Although the vote is non-binding, the board of directors values the opinions of our stockholders and will consider the outcome of the vote when determining the frequency of the stockholder advisory vote on executive compensation.
The board of directors believes that a frequency of every three years for the advisory vote on executive compensation is the optimal interval for conducting and responding to a "say-on-pay" vote. Stockholders who have concerns about executive compensation during the interval between "say-on-pay" votes are welcome to bring their specific concerns to the attention of the board. Please refer to "Stockholder Communications" in this proxy statement for information about communicating with the board. The board of directors believes that a stockholder advisory vote on executive compensation every three years is the best approach for Live Nation and its stockholders for a number of reasons, including the following:
- as our executive compensation program is designed to support long-term value creation and to incentivize and reward performance over a multi-year period, a triennial vote will allow stockholders to better judge the program in relation to the company’s long-term performance;
-a triennial vote will provide the company with the time to thoughtfully consider the results of the "say-on-pay" vote and to conduct a meaningful and detailed review of its pay practices in response thereto; and
-our compensation programs do not change significantly from year to year, and we seek consistency in such programs from one year to the next.
The advisory vote regarding the frequency of the stockholder advisory vote on executive compensation described in this Proposal 6 shall be determined by a plurality of the votes cast. The alternative receiving the most votes in its favor will be the one that is adopted as the non-binding recommendation of our stockholders.
Abstentions will not be counted as either votes cast for or against the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE? TO HOLD THE ADVISORY VOTE ON EXECUTIVE COMPENSATION EVERY THREE YEARS.