##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K/A
  Amendment No. 1
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file
    no. 001-34794
  CKX, Inc.
 (Exact name of registrant as specified in its charter)
  Delaware(State or other jurisdiction of
    incorporation or organization)

27-0118168(I.R.S. Employer
    Identification Number)   650 Madison Avenue
    New York, New York 10022 (Address of principal executive offices and Zip Code)
  Registrants telephone number, including area code:
 (212) 838-3100
  Securities registered pursuant to Section 12(b) of the
    Act: None
    Securities registered pursuant to Section 12(g) of the
    Act:
    common stock, par value $0.01 per share
   o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




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CKX,
    Inc.
  EXPLANATORY
    NOTE
  Form 10-K
     2




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##### 



Form 10-K/A
  Table of
    Contents
   
 PagePART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


4Item 11.


Executive Compensation


8Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


33Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


35Item 14.


Principal Accounting Fees and Services


37PART IVItem 15.


Exhibits and Financial Statement Schedules


38Signatures


39Exhibit Index


40EX-31.1EX-31.2   3




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Executive
    Officers and Directors of CKX, Inc.
    Name

Age

PositionsMichael G. Ferrel


62


Chief Executive Officer, Chairman of the BoardHoward J. Tytel


64


Senior Executive Vice President, Director of Legal and
    Governmental Affairs, DirectorThomas P. Benson


48


Executive Vice President, Chief Financial Officer, TreasurerKraig G. Fox


42


Executive Vice President, Chief Operating OfficerEdwin M. Banks


48


DirectorBryan E. Bloom


52


DirectorKathleen Dore


60


DirectorJack Langer


62


DirectorJacques D. Kerrest


64


DirectorPriscilla Presley


65


Director   Michael G. Ferrel
    Howard J. Tytel
    Thomas P. Benson
 4




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##### Table of Contents



Kraig G. Fox
  Edwin M. Banks
    Bryan E. Bloom
    Kathleen Dore
   5




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##### Table of Contents



Jacques D. Kerrest Harte-Hanks,
    Jack Langer
    Priscilla Presley Metro-Goldwyn-Mayer
  Series C
    Director
    Section 16(a)
    Beneficial Ownership Reporting Compliance
     6




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Code of
    Business Conduct and Ethics
  Form 8-K, www.ckx.com .
  Corporate
    Governance Guidelines
  ® www.ckx.com
  Stockholder
    Recommendations and Nominations
    Audit
    Committee
    www.ckx.com
  Nominating
    and Corporate Governance Committee
   7




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www.ckx.com
  Compensation
    Committee
    www.ckx.com
  Item 11.
    Executive
    Compensation  COMPENSATION
    DISCUSSION AND ANALYSIS
  Overview
    of Compensation Program
      
    offer a total compensation program that is competitive with the
    compensation offered by the companies with which we compete for
    executive talent;
    provide incentives to achieve financial goals and objectives,
    both in terms of financial performance and stockholder
    return;
    provide opportunities for reward that foster executive
    retention; and
    ensure that the interests of our executives are aligned with
    those of our stockholders.   8




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and/or gross-up pay-for-performance
  Establishing
    the Compensation Program
       9




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Components
    of Compensation for Named Executive Officers
  Base
    Salary
      Annual
    Incentives
  2010
    Annual Incentives
   10




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##### Table of Contents



Percentage of


Percentage ofCorporate


Performance


Target BonusPerformance Level

OIBDAN(1)


Target


Fund Earned($ in millions)


(%)


(%)Threshold


76.50



90



50Target


85.00



100



100Maximum


102.00



120



200     (1)
    
    Amounts are after accrual for bonuses due at the indicated level
    of performance achievement.      Total FormulaicTarget


Bonus Earned


Total BonusExecutive Officer

Amount


Under Plan


Paid for 2010Michael G. Ferrel



(1)






400,000Howard J. Tytel


450,000







150,000Thomas P. Benson


350,000







150,000Robert F. X. Sillerman


1,600,000




(2)



(2)     (1)
    
    In establishing Mr. Ferrels eligibility to
    participate in the 2010 annual incentive compensation plan, the
    compensation committee determined that no target bonus would be
    established and that any bonus paid to Mr. Ferrel would be
    at the discretion of the compensation committee due to the fact
    that Mr. Ferrel was newly appointed as our Chief Executive
    Officer.(2)
    
    Mr. Sillermans employment with the Company ended on
    May 6, 2010.   11




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American
    Idol, So You Think You Can Dance If I Can Dream
  2011
    Annual Incentive Compensation Plan
       12




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##### Table of Contents



Long-Term
    Incentives
      Form 10-K
   13




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##### Table of Contents



Perquisites
    
    A $24,000 car allowance to each of Messrs. Tytel and
    Benson, a $8,000 car allowance to Mr. Sillerman and a $760
    car allowance to Mr. Fuller. We provided a $5,156 car
    insurance allowance to Mr. Dodds.
    Health and insurance premiums paid for each of
    Messrs. Tytel and Benson in the amount of $24,691, to
    Mr. Fox in the amount of 20,371, to Mr. Ferrel in the
    amount of $20,063, to Mr. Sillerman in the amount of 10,288
    and for Mr. Dodds in the amount of $7,382.
    A contribution of £100 ($165 as of April 28,
    2011) to a personal pension scheme maintained in the
    United Kingdom by Mr. Fuller on his behalf.
    Certain of our employees were permitted to provide services to
    Mr. Sillerman
    and/or
    entities he controls, provided that we were reimbursed for the
    fair value of such services, as determined by the compensation
    committee. The compensation committee determined the value of
    the services provided in 2010 by certain of our employees to
    Mr. Sillerman
    and/or
    entities he controls was $107,080. Mr. Sillermans
    salary and consulting payments for the year ended
    December 31, 2010, was reduced by such amount to compensate
    us for such services.  401(k)
    Plan
    Internal
    Revenue Code Section 162(m)
   14




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##### Table of Contents



Compensation
    Committee Report*
  Form 10-K
  Members of the Compensation Committee
  
    *
    
    The material in this report is not solicitation
    material, is not deemed filed with the Securities and
    Exchange Commission and is not incorporated by reference in any
    filing of the company under the Securities Act of 1933, as
    amended, or the Securities Exchange Act of 1934, as amended,
    whether made before or after the date hereof and irrespective of
    any general incorporation language in any filing.   2010
    Summary Compensation Table
    Change inPensionValue andNonqualifiedDeferredStock


Option


CompensationFiscal


Salary


Bonus(1)


Awards


Awards


Earnings


All OtherName and Principal Position

Year


($)


($)


($)


($)


($)


Compensation


TotalMichael G. Ferrel


2010


$
648,718


$
400,000














$
126,515
(3)

$
1,175,233Chairman and Chief(2)


2009






















$
113,746
(4)

$
113,746Executive Officer


2008


$
727,014


















$
56,986
(5)

$
784,000Robert F.X. Sillerman


2010


$
312,931
(6)

$







$
920,500
(7)





$
4,220,650
(8)

$
5,454,081Former Chairman and


2009


$
626,324
(9)

$
506,000






$
497,500
(10)





$
231,413
(11)

$
1,861,237Chief Executive Officer(6)


2008


$
595,050
(12)

$
1,150,000














$
216,692
(13)

$
1,961,742Thomas P. Benson


2010


$
687,248


$
150,000






$
328,750
(14)





$
58,491
(15)

$
1,224,489Executive Vice President,


2009


$
544,807


$
300,000






$
199,000
(16)





$
57,546
(17)

$
1,101,353Chief Financial Officer and Treasurer


2008


$
519,078


$
225,000














$
56,986
(18)

$
801,064Howard J. Tytel


2010


$
845,007


$
150,000






$
328,750
(14)





$
58,491
(15)

$
1,382,248Senior Executive Vice President,


2009


$
786,944


$
102,781






$
199,000
(16)





$
57,546
(17)

$
1,146,271Director of Legal and


2008


$
749,684


$
275,000














$
56,986
(18)

$
1,081,670Governmental AffairsKraig G. Fox


2010


$
506,250


$
125,000






$
263,000
(19)





$
23,121
(20)

$
917,371Executive Vice President,


2009


$
418,066


$
125,000






$
99,500
(21)





$
20,745
(22)

$
663,311Chief Operating Officer


2008


$
380,501


$
135,000






$
30,090
(23)





$
20,998
(22)

$
566,589Simon Fuller


2010


$
28,425


$















$
14,155,123
(26)

$
14,183,548Former Chief Executive Officer of


2009


$
828,198


$
1,173,750






$
497,500
(27)





$
21,597
(28)

$
2,521,04519 Entertainment Limited(24)(25)


2008


$
1,038,757


$
1,488,910


$
1,700,000
(29)









$
25,601
(30)

$
4,253,268Robert Dodds


2010


$
1,879,944


$















$
2,920,267
(31)

$
4,800,211Former Chief Executive Officer of


2009


$
626,000


$
469,500






$
248,750
(32)





$
11,593
(33)

$
1,355,84319 Entertainment Limited(24)(25)


2008


$
742,200


$
185,600






$
17,700
(34)





$
12,138
(35)

$
957,638     (1)
    
    Bonus amounts are included in this Bonus column for
    the fiscal year in which the bonus was earned, although bonus
    amounts are typically paid in the first quarter of the following
    year. 15




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(2)
    
    Mr. Ferrel served as our President until his resignation on
    December 18, 2008. Mr. Ferrel then performed
    consulting services for us until he was appointed as our Chief
    Executive Officer on May 6, 2010.(3)
    
    Includes: (a) $20,063 of health and dental insurance
    premiums paid by us on behalf of Mr. Ferrel and
    (b) $106,452 of consulting payments made to Mr. Ferrel
    prior to May 6, 2010, pursuant to his consulting agreement
    with us.(4)
    
    Includes: (a) $23,746 of health and dental insurance
    premiums paid by us on behalf of Mr. Ferrel and
    (b) $90,000 of consulting payments made to Mr. Ferrel
    pursuant to his consulting agreement with us.(5)
    
    Includes: (a) $24,000 car allowance; (b) $23,786 of
    health and dental insurance premiums paid by us on behalf of
    Mr. Ferrel; and (c) $9,200 of matching contributions
    made by us to Mr. Ferrels account under our 401(k)
    Plan.(6)
    
    Mr. Sillermans employment with us ended on
    May 6, 2010, but we have engaged him to perform consulting
    services through May 30, 2011. The amount of $75,167 was
    withheld from Mr. Sillermans annual salary and
    $39,600 from his consulting payments during 2010 in anticipation
    of compensating us for services performed by our employees for
    Mr. Sillerman or entities he controls. The compensation
    committee determined that our employees have provided services
    valued at $107,080 for Mr. Sillerman in 2010. This amount
    has been included under the column All Other
    Compensation. In May 2011, we will apply the amount of
    $7,687, representing the difference between the amount withheld
    and the value of the services provided to Mr. Sillerman
    during 2010, to services provided in the first quarter of 2011.
    Although this amount will be paid in 2011, it is included under
    Salary above since it relates to
    Mr. Sillermans compensation for the fiscal year ended
    December 31, 2010.(7)
    
    Represents the weighted average fair value of $2.63 on the grant
    date of options to acquire 350,000 shares of our common
    stock granted to Mr. Sillerman on March 19, 2010. For
    the assumptions made in such valuation, see note 13 to our
    Consolidated Financial Statements contained in the Original
    Report.(8)
    
    Includes: (a) $8,000 car allowance; (b) $10,288 of
    health and dental insurance premiums paid by us on behalf of
    Mr. Sillerman; (c) $9,800 of matching contributions
    made by us to Mr. Sillermans account under our 401(k)
    Plan; (d) $107,080 for services provided by our employees
    for Mr. Sillerman and/or entities he controls;
    (e) $3,366,749 of severance; and (f) $718,733 of
    payments made to Mr. Sillerman pursuant to his consulting
    agreement with us.(9)
    
    The amount of $208,130 was withheld from
    Mr. Sillermans annual salary during 2009 in
    anticipation of compensating us for services performed by our
    employees for Mr. Sillerman or entities he controls. The
    compensation committee determined that our employees have
    provided services for Mr. Sillerman in 2009 valued at
    $173,867. This amount has been included under the column
    All Other Compensation. In March 4, 2010, we
    paid Mr. Sillerman the amount of $34,263, representing the
    difference between the amount withheld and the value of the
    services provided to Mr. Sillerman during 2009. Although
    this amount was paid in 2010, it is included under
    Salary above since it relates to
    Mr. Sillermans compensation for the fiscal year ended
    December 31, 2009.(10)
    
    Represents the weighted average fair value on the grant date of
    options to acquire 250,000 shares of our common stock
    granted to Mr. Sillerman on March 13, 2009. For the
    assumptions made in such valuation, see note 13 to our
    Consolidated Financial Statements contained in the Original
    Report.(11)
    
    Includes: (a) $24,000 car allowance; (b) $23,746 of
    health and dental insurance premiums paid by us on behalf of
    Mr. Sillerman; (c) $9,800 of matching contributions
    made by us to Mr. Sillermans account under our 401(k)
    Plan; and (d) $173,867 for services provided by our
    employees for Mr. Sillerman and/or entities he controls.(12)
    
    The amount of $172,954 was withheld from
    Mr. Sillermans annual salary during 2008 in
    anticipation of compensating us for services performed by our
    employees for Mr. Sillerman or entities he controls. The
    compensation committee determined that our employees have
    provided services for Mr. Sillerman in 2008 valued at
    $159,706. This amount has been included under the column
    All Other Compensation. In March 2009, we paid
    Mr. Sillerman the amount of $13,248, representing the
    difference between the amount withheld 16




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and the value of the services provided to Mr. Sillerman
    during 2008. Although this amount was paid in 2009, it is
    included under Salary above since it relates to
    Mr. Sillermans compensation for the fiscal year ended
    December 31, 2008.(13)
    
    Includes: (a) $24,000 car allowance; (b) $23,786 of
    health and dental insurance premiums paid by us on behalf of
    Mr. Sillerman; (c) $9,200 of matching contributions
    made by us to Mr. Sillermans account under our 401(k)
    Plan; and (d) $159,706 for services provided by our
    employees for Mr. Sillerman and/or entities he controls.(14)
    
    Represents the weighted average fair value of $2.63 on the grant
    date of options to acquire 125,000 shares of our common
    stock granted to the named executive officer on March 19,
    2010. For the assumptions made in such valuation, see
    note 13 to our Consolidated Financial Statements contained
    in the Original Report.(15)
    
    Includes: (a) $24,000 car allowance; (b) $24,691 of
    health and dental insurance premiums paid by us on behalf of the
    named executive officer; and (c) $9,800 of matching
    contributions made by us to the named executive officers
    account under our 401(k) Plan.(16)
    
    Represents the weighted average fair value on the grant date of
    options to acquire 100,000 shares of our common stock
    granted to the named executive officer on March 13, 2009.
    For the assumptions made in such valuation, see note 13 to
    our Consolidated Financial Statements contained in the Original
    Report.(17)
    
    Includes: (a) $24,000 car allowance; (b) $23,746 of
    health and dental insurance premiums paid by us on behalf of the
    named executive officer; and (c) $9,800 of matching
    contributions made by us to the named executive officers
    account under our 401(k) Plan.(18)
    
    Includes: (a) $24,000 car allowance; (b) $23,786 of
    health and dental insurance premiums paid by us on behalf of the
    named executive officer; and (c) $9,200 of matching
    contributions made by us to the named executive officers
    account under our 401(k) Plan.(19)
    
    Represents the weighted average fair value of $2.63 on the grant
    date of options to acquire 100,000 shares of our common
    stock granted to Mr. Fox on March 19, 2010. For the
    assumptions made in such valuation, see note 13 to our
    Consolidated Financial Statements contained in the Original
    Report.(20)
    
    Includes: (a) $20,371 of health and dental insurance
    premiums paid by us on behalf of Mr. Fox; and
    (c) $2,750 of matching contributions made by us to
    Mr. Foxs account under our 401(k) Plan.(21)
    
    Represents the weighted average fair value on the grant date of
    options to acquire 50,000 shares of our common stock
    granted to Mr. Fox on March 13, 2009. For the
    assumptions made in such valuation, see note 13 to our
    Consolidated Financial Statements contained in the Original
    Report.(22)
    
    Represents health and dental insurance premiums paid by us on
    behalf of Mr. Fox.(23)
    
    Represents the weighted average fair value on the grant date of
    options to acquire 8,500 shares of our common stock granted
    to Mr. Fox on March 6, 2008. For the assumptions made
    in such valuation, see note 13 to our Consolidated
    Financial Statements contained in the Original Report.(24)
    
    With the exception of certain of the consulting fees paid to
    Mr. Fuller, these executives are paid in U.K. pounds
    sterling. The average exchange rates applied in 2008, 2009 and
    2010 were $1.85518, $1.565 and $1.5517, respectively, per U.K.
    pound sterling.(25)
    
    Mr. Fuller resigned as Chief Executive Officer of 19
    Entertainment Limited on January 13, 2010, but continues to
    perform consulting services for 19 Entertainment Limited.
    Mr. Dodds, who previously served as President of 19
    Entertainment Limited since August 2006, was appointed to the
    position of Chief Executive Officer of 19 Entertainment Limited
    on January 29, 2010. Mr. Dodds employment with
    19 Entertainment Limited ended on October 1, 2010.(26)
    
    Includes: (a) a $741 car allowance; (b) $2,296,516 of
    severance; and (c) $11,857,866 of payments made to
    Mr. Fuller pursuant to his consulting agreement with 19
    Entertainment Limited. 17




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##### Table of Contents



(27)
    
    Represents the weighted average fair value on the grant date of
    options to acquire 250,000 shares of our common stock
    granted to Mr. Fuller on March 13, 2009. For the
    assumptions made in such valuation, see note 13 to our
    Consolidated Financial Statements contained in the Original
    Report.(28)
    
    Includes a $21,597 car allowance.(29)
    
    Represents the fair value on the grant date of
    200,000 shares of restricted stock granted to
    Mr. Fuller in 2008. For the assumptions made in such
    valuation, see note 13 to our Consolidated Financial
    Statements contained in the Original Report.(30)
    
    Includes a $25,601 car allowance.(31)
    
    Includes: (a) $5,032 car insurance; (b) $5,797 of
    health insurance premiums paid by 19 Entertainment on behalf of
    Mr. Dodds; and (c) $2,909,438 of severance.(32)
    
    Represents the weighted average fair value on the grant date of
    options to acquire 125,000 shares of our common stock
    granted to Mr. Dodds on March 13, 2009. For the
    assumptions made in such valuation, see note 13 to our
    Consolidated Financial Statements contained in the Original
    Report.(33)
    
    Includes: (a) $4,930 car insurance and (b) $6,663 of
    health insurance premiums paid by 19 Entertainment on behalf of
    Mr. Dodds.(34)
    
    Represents the weighted average fair value on the grant date of
    options to acquire 5,000 shares of our common stock granted
    to Mr. Dodds on March 6, 2008. For the assumptions
    made in such valuation, see note 13 to our Consolidated
    Financial Statements contained in the Original Report.(35)
    
    Includes: (a) $4,969 car insurance and (b) $7,169 of
    health insurance premiums paid by19 Entertainment on behalf of
    Mr. Dodds.  Grants of
    Plan-Based Awards in Fiscal Year 2010
    AllOther


All Other





GrantStock


Option





DateAwards:


Awards:


Exercise


FairEstimated Future Payouts


Estimated Future Payouts


Number of


Number of


or Base


Value ofUnder Non-Equity Incentive


Under Equity Incentive


Shares


Securities


Price of


StockPlan Awards


Plan Awards


of Stock


Underlying


Option


andGrant


Threshold


Target


Maximum


Threshold


Target


Maximum


or Units


Options


Awards


OptionName

Date


($)


($)


($)


($)


($)


($)


(#))


(#)


($/Sh)


AwardsMichael G. Ferrel










































Robert F.X. Sillerman(2)


3/19/2010































350,000


$
5.66


$
920,500
(1)Thomas P. Benson


3/19/2010































125,000


$
5.66


$
328,750
(1)Howard J. Tytel


3/19/2010































125,000


$
5.66


$
328,750
(1)Kraig G. Fox


3/19/2010































100,000


$
5.66


$
263,000
(1)Simon Fuller(3)










































Robert Dodds(4)










































     (1)
    
    The present value of each option is $2.63, the estimated fair
    value calculated using the Black-Scholes pricing model at the
    date of the option grant. The amounts reported in this column
    reflect the aggregate grant date fair value computed in
    accordance with Financial Accounting Standards Board ASC Topic
    718. For the assumptions made in such valuation, see
    note 13 to our consolidated financial statements contained
    in the Original Report.(2)
    
    Mr. Sillermans employment with us ended on
    May 6, 2010.(3)
    
    Mr. Fullers employment with 19 Entertainment Limited
    ended on January 13, 2010.(4)
    
    Mr. Dodds employment with 19 Entertainment Limited
    ended on October 1, 2010. 18




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##### Table of Contents



Outstanding
    Equity Awards at December 31, 2010
  Option Awards


Stock AwardsEquityIncentiveEquity


PlanIncentive


Awards:Plan


Market orAwards:


PayoutEquity














Number of


Value ofIncentive











Market


Unearned


UnearnedPlan








Number of


Value of


Shares,


Shares,Awards:








Shares


Shares


Units or


Units orNumber of


Number of


Number of








or Units


or Units


Other


OtherSecurities


Securities


Securities








of Stock


of Stock


Rights


RightsUnderlying


Underlying


Underlying








That


That


That


ThatUnexercised


Unexercised


Unexercised


Option





Have


Have


Have


HaveOptions


Options


Unearned


Exercise


Option


Not


Not


Not


Not(#)


(#)


Options


Price


Expiration


Vested


Vested


Vested


VestedName

Exercisable


Unexercisable


($)


($)


Date


(#)


(#)


(#)


($)Michael G. Ferrel


































Robert F.X. Sillerman(1)


250,000
(2)









$
4.19



3/13/2019















350,000
(2)









$
5.66



3/19/2020















Thomas P. Benson


20,000



80,000
(3)





$
4.19



3/13/2019



















125,000
(4)





$
5.66



3/19/2020















Howard J. Tytel


20,000



80,000
(3)





$
4.19



3/13/2019



















125,000
(4)





$
5.66



3/19/2020















Kraig G. Fox


3,000



2,000
(5)





$
12.03



3/07/2017



2,000
(6)

$
8,060
(7)






3,400



5,100
(8)





$
8.51



3/06/2018















10,000



40,000
(9)





$
4.19



3/13/2019



















100,000
(10)





$
5.66



3/19/2020















Simon Fuller(11)


100,000
(12)









$
12.20



7/19/2015















250,000
(12)









$
4.19



3/13/2019















Robert Dodds(13)


































     (1)
    
    Mr. Sillermans employment with us ended on
    May 6, 2010.(2)
    
    In connection with the termination of Mr. Sillermans
    employment with us, the vesting of all of
    Mr. Sillermans stock options was accelerated as of
    such date and the respective expiration dates remained the tenth
    anniversary of the applicable grant.(3)
    
    20,000 of the named executive officers options vested on
    March 13, 2010. Because this chart reflects outstanding
    grants as of December 31, 2010, 20,000 of the named
    executive officers options that vested on March 13,
    2011, are reflected as unvested in the chart above. Of the
    remaining 60,000 options, 20,000 vest on March 13, 2012,
    20,000 vest on March 13, 2013 and 20,000 vest on
    March 13, 2014.(4)
    
    Because this chart reflects outstanding grants as of
    December 31, 2010, 25,000 of the named executive
    officers options that vested on March 19, 2011, are
    reflected as unvested in the chart above. Of the remaining
    100,000 options, 25,000 vest on March 19, 2012, 25,000 vest
    on March 19, 2013, 25,000 vest on March 19, 2014 and
    25,000 vest on March 19, 2015.(5)
    
    1,000 of Mr. Foxs options vested on March 7,
    2008, 1,000 vested on March 7, 2009, and 1,000 vested on
    March 7, 2010. Because this chart reflects outstanding
    grants as of December 31, 2010, 1,000 of
    Mr. Foxs options that vested on March 7, 2011,
    are reflected as unvested in the chart above. The remaining
    1,000 options vest on March 7, 2012.(6)
    
    Because this chart reflects outstanding grants as of
    December 31, 2010, 1,000 shares of restricted stock
    held by Mr. Fox that vested on March 5, 2011, are
    reflected as unvested in the chart above. The remaining
    1,000 shares of restricted stock vest on March 5, 2012.(7)
    
    The closing price of our common stock on December 31, 2010,
    was $4.03.(8)
    
    1,700 of Mr. Foxs options vested on March 6,
    2009, and 1,700 vested on March 6, 2010. Because this chart
    reflects outstanding grants as of December 31, 2010, 1,700
    of Mr. Foxs options that vested on March 6,
    2011, are reflected as unvested in the chart above. Of the
    remaining 3,400 options, 1,700 vest on March 6, 2012 and
    1,700 vest on March 6, 2013. 19




---



##### Table of Contents



(9)
    
    10,000 of Mr. Foxs options vested on March 13,
    2010. Because this chart reflects outstanding grants as of
    December 31, 2010, 10,000 of Mr. Foxs options
    that vested on March 13, 2011, are reflected as unvested in
    the chart above. Of the remaining 30,000 options, 10,000 vest on
    March 13, 2012, 10,000 vest on March 13, 2013 and
    10,000 vest on March 13, 2014.(10)
    
    Because this chart reflects outstanding grants as of
    December 31, 2010, 20,000 of Mr. Foxs options
    that vested on March 19, 2011, are reflected as unvested in
    the chart above. Of the remaining 80,000 options, 20,000 vest on
    March 19, 2012, 20,000 vest on March 19, 2013, 20,000
    vest on March 19, 2014 and 20,000 vest on March 19,
    2015.(11)
    
    Mr. Fullers employment with 19 Entertainment Limited
    ended on January 13, 2010.(12)
    
    In connection with the termination of Mr. Fullers
    employment with 19 Entertainment Limited on January 13,
    2010, the vesting of all of Mr. Fullers stock options
    was accelerated as of such date and the respective expiration
    dates remained the tenth anniversary of the applicable date of
    grant.(13)
    
    Mr. Dodds employment with 19 Entertainment Limited
    ended on October 1, 2010, and all outstanding options were
    cancelled pursuant to their terms.  2010
    Fiscal Year Option Exercises and Stock Vested
  Option Awards


Stock AwardsNumber of Shares


Value


Number of Shares


ValueAcquired on


Realized on


Acquired on


Realized onExercise


Exercise


Vesting


VestingName

(#)


($)


(#)


($)Michael G. FerrelRobert F.X. Sillerman(1)














Thomas P. Benson














Howard J. Tytel














Kraig G. Fox










1,000
(2)

$
4,775Simon Fuller(3)














Robert Dodds(4)










139,553
(5)

$
687,996     (1)
    
    Mr. Sillermans employment with us ended on
    May 6, 2010.(2)
    
    The shares, which were granted to Mr. Fox on March 5,
    2007, vested on March 5, 2010, pursuant to their terms.(3)
    
    Mr. Fullers employment with 19 Entertainment Limited
    ended on January 13, 2010.(4)
    
    Mr. Dodds employment with 19 Entertainment Limited
    ended on October 1, 2010.(5)
    
    The shares were originally received by Mr. Dodds in
    connection with the sale of Freedom Media Limited to 19
    Entertainment Limited by Mr. Dodds in 2006. The vesting of
    the shares was accelerated on October 1, 2010, pursuant to
    the terms of the Compromise Agreement reached with
    Mr. Dodds in connection with the termination of his
    employment.  Pension
    Benefits
    Nonqualified
    Deferred Compensation
   20




---



##### Table of Contents



Employment
    Agreements and Potential Payments upon Termination or
    Change-in-Control
  Michael
    G. Ferrel
      Thomas
    P. Benson
     21




---



##### Table of Contents



Howard
    J. Tytel
    1/24th for
  Kraig
    G. Fox
     22




---



##### Table of Contents



12-month 12-month tax-gross
    Robert
    F.X. Sillerman
   23




---



##### Table of Contents



gross-up and/or
  Simon
    R. Fuller
       24




---



##### Table of Contents



Robert
    Dodds
      Potential
    Payments upon Termination or Change of Control
    Health/Insurance


Restricted


StockName

Salary


Bonus


Benefits


Stock(1)


Options(1)


TotalMichael G. Ferrel

$
2,000,000


$
250,000


$
49,382










$
2,299,382Robert F.X. Sillerman(2)

$
3,316,749


$



$
185,000
(3)









$
3,501,749Thomas P. Benson

$
1,400,000


$



$
49,382










$
1,449,382Howard J. Tytel

$
1,700,000


$



$
49,382










$
1,749,382Kraig G. Fox

$
1,518,050


$
494,503


$
81,483


$
8,060






$
2,102,096Simon Fuller(4)(5)

$
2,296,516


















$
2,296,516Robert Dodds(4)(6)

$
2,133,588


$
775,850














$
2,909,438     (1)
    
    Based upon a closing market price of $4.03 on December 31,
    2010.(2)
    
    Mr. Sillermans employment with us ended on
    May 6, 2010.(3)
    
    Represents $25,000 for payments made or to be made in 2010, 2011
    and 2012 and $10,000 per year for payments in each year for an
    estimate of the remainder of Mr. Sillermans natural
    life.(4)
    
    Amounts were paid in U.K. pounds sterling. The average exchange
    rate applied in 2010 was $1.5517 per U.K. pound sterling.(5)
    
    Mr. Fullers employment with 19 Entertainment Limited
    ended on January 13, 2010.(6)
    
    Mr. Dodds employment with 19 Entertainment Limited
    ended on October 1, 2010. 25




---



##### Table of Contents



Health/Insurance


Restricted


StockName

Salary


Bonus


Benefits


Stock(1)


Options(1)


TotalMichael G. Ferrel

$
1,880,892


$
250,000


$
49,382










$
2,180,274Thomas P. Benson

$
1,400,000


$



$
49,382










$
1,449,382Howard J. Tytel

$
1,700,000


$



$
49,382










$
1,749,382Kraig G. Fox

$
1,518,050


$
494,503


$
81,483


$
8,060






$
2,102,096     (1)
    
    Based upon a closing market price of $4.03 on December 31,
    2010.  gross-up change-in-control tax-gross gross-up agreed-upon gross-up gross-up
  Total



Total(Before Tax

Amount of

(After TaxGross-Up

Gross-Up

Gross-UpName(1)

Payment)

Payment

Payment)Kraig G. Fox

$
2,102,096


$
3,730,180


$
5,832,596     (1)
    
    The foregoing table omits Mr. Sillerman because he would
    not have been entitled to receive any tax
    gross-up
    payment if a change of control had occurred on December 31,
    2010.      Potential
    Payments upon Death or Disability
   26




---



##### Table of Contents



Compensation
    of Non-Employee Directors
       27




---



##### Table of Contents



Fees Earnedor Paid

Stockin Cash

Awards

TotalName

($)

($)(2)

($)(1)Edwin M. Banks

$
139,250


$
42,500


$
181,750Edward Bleier

$
93,750


$
42,500


$
136,250Bryan E. Bloom

$
85,125


$
31,875


$
117,000Jerry L. Cohen(3)

$
25,000


$
112,986


$
137,986Carl D. Harnick

$
130,750


$
42,500


$
173,250Jack Langer

$
139,750


$
42,500


$
182,250     (1)
    
    Represents compensation actually paid during the year ended
    December 31, 2010, which includes compensation for the
    fourth quarter of 2009 and the first three quarters of 2010.(2)
    
    Represents the total fair value on the grant date of stock
    awards made in 2010. For the assumptions made in such valuation,
    see note 13 to our Consolidated Financial Statements
    contained in the Original Report. All stock awards are made in
    shares of common stock and are granted under our 2005 Omnibus
    Long-Term Incentive Compensation Plan. In 2010, Mr. Cohen
    received 21,378 shares, each of Messrs. Banks, Bleier,
    Harnick and Langer, received 8,049 shares and
    Mr. Bloom received 6,033 shares.(3)
    
    Mr. Cohen elected to receive all of his director
    compensation in shares of common stock.    Compensation
    Committee Interlocks and Insider Participation in Compensation
    Decisions
    Risk
    Assessment
   28




---



##### Table of Contents



2011
    Omnibus Long-Term Incentive Compensation Plan
    Purpose
    Shares Subject
    to the 2011 Plan
    Administration
    Eligibility
    Types
    of Awards
  Options
 29




---



##### Table of Contents



Share Appreciation Rights (SARs) and/or
  Exercise Price for Options and SARs.
  Exercise of Options and SARs
    Restricted Shares, Restricted Share Units (RSUs),
    Unrestricted Shares, and Deferred Share Units
    (DSUs)
  Performance and Cash-settled Awards
 30




---



##### Table of Contents



Dividend Equivalent Rights (DERs)
   31




---



##### Table of Contents



Income
    Tax Withholding
    Transferability
    Certain
    Corporate Transactions
       32




---



##### Table of Contents



Term
    of the 2011 Omnibus Long-Term Incentive Compensation Plan;
    Amendments or Termination
    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Securities
    Authorized for Issuance under Equity Compensation
    Plans
  Item 11. Executive Compensation 
    Compensation Discussion & Analysis 
    Long-Term Incentives
  (a)Number of

(b)Securities to be

Weighted-Average

(c)Issued Upon

Exercise Price of

Number ofExercise of

Outstanding

SecuritiesOutstanding

Options,

RemainingOptions, Warrants

Warrants and

Available forPlan Category

and Rights

Rights

Future Issuance(#)

($)

(#)Equity compensation plans approved by security holders


1,423,100


$
6.54



726,878Equity compensation plans not approved by security holders










   Item 11. Executive Compensation 
    Compensation Discussion & Analysis 
    Long-Term Incentives
  Security
    Ownership of Certain Beneficial Owners and Management
    
    each person who is known by us to beneficially own 5% or more of
    our outstanding common stock,
    each of our directors and named executive officers as set forth
    in Executive Compensation and Related
    Information and
    all of our directors and executive officers, as a group. 33




---



##### Table of Contents



c/o CKX,
  SharesBeneficially

Percentage ofName and Address of Beneficial Owner

Owned

Common StockBeneficial Owners of 5% or MoreRobert F.X. Sillerman


19,783,311
(1)


21.4
%The Huff Alternative Fund, L.P.


13,946,612
(2)


15.1
%BlackRock, Inc.


12,565,298
(3)


13.6
%Capital Research Global Investors


6,579,685
(4)


7.1
%Directors and Executive Officers:Michael G. Ferrel


112,722



*Howard J. Tytel


2,615,494
(5)


2.8
%Thomas P. Benson


1,415,780
(6)


1.5
%Kraig G. Fox


204,100
(7)Edwin M. Banks


29,223
(8)


*Bryan Bloom


11,187
(8)


*Kathleen Dore


3,038
(8)


*Jacques D. Kerrest


54,449
(9)


*Jack Langer


88,846
(10)


*Priscilla Presley


6,000



*All directors and executive officers as a group (10 individuals)


4,540,839



4.9
%     *
    
    Represents less than 1%.   (1)
    
    Based on both internal information and information contained in
    a Schedule 13D/A filed with the SEC on August 8, 2010.
    Includes (i) 15,626,919 shares of common stock owned
    of record by Mr. Sillerman which shares have been pledged,
    together with certain other collateral, to secure a personal
    loan extended by Deutsche Bank Trust Company Americas to
    Mr. Sillerman, (ii) 1,000,000 shares of common
    stock owned of record by Laura Sillerman and
    (iii) 2,556,392 shares of common stock owned of record
    by Sillerman Capital Holdings, L.P., a limited partnership
    controlled by Mr. Sillerman through a trust for the benefit
    of Mr. Sillermans descendants. In addition, this also
    includes 600,000 shares of common stock subject to vested
    stock options.(2)
    
    Based on both internal information and information contained in
    a Schedule 13D/A filed with the SEC on April 3, 2007.
    Includes shares of common stock owned of record by an affiliated
    limited partnership of The Huff Alternative Fund, L.P. William
    R. Huff possesses the sole power to vote and dispose of all
    securities of CKX held by these two Huff entities, subject to
    certain internal compliance procedures. 34




---



##### Table of Contents



(3)
    
    Based solely on information contained in a Schedule 13G/A
    filed with the SEC on January 10, 2011, by BlackRock, Inc.
    (BlackRock), an investment advisor registered under
    the Investment Advisers Act of 1940. BlackRock is deemed to be
    the beneficial owner of 12,565,298 shares of common stock
    as a result of BlackRock acting as investment advisor to various
    investment companies registered under Section 8 of the
    Investment Company Act of 1940.(4)
    
    Based solely on information contained in a Schedule 13G/A
    filed with the SEC on February 9, 2011, by Capital Research
    Global Investors, a division of Capital Research and Management
    Company (CRMC), an investment adviser registered
    under the Investment Advisers Act of 1940. Capital Research
    Global Investors is deemed to be the beneficial owner of
    6,579,685 shares of common stock as a result of CRMC acting
    as investment adviser to various investment companies registered
    under Section 8 of the Investment Company Act of 1940.(5)
    
    Includes: (i) 2,126,232 shares of common stock owned
    of record by Mr. Tytel and Sandra Tytel,
    Mr. Tytels spouse, as tenants in common with rights
    of survivorship, (ii) 419,262 shares of common stock
    owned by the Sandra Tytel 1998 Trust for the benefit of Jennifer
    Tytel, (iii) 5,000 shares of common stock owned by the
    Tytel Family Foundation and (iv) 65,000 shares of
    common stock underlying presently exercisable stock options
    owned by Mr. Tytel.(6)
    
    Includes: (i) 1,350,780 shares of common stock owned
    of record by Mr. Benson and (ii) 65,000 shares of
    common stock underlying presently exercisable stock options
    owned by Mr. Benson.(7)
    
    Includes: (i) 150,000 shares of common stock owned of
    record by Mr. Fox and Allison Fox, Mr. Foxs
    spouse, as joint tenants with rights of survivorship;
    (ii) 5,000 shares of restricted common stock issued to
    Mr. Fox pursuant to our 2005 Omnibus Long-Term Incentive
    Compensation Plan; and (iii) 49,100 shares of common
    stock underlying presently exercisable stock options owned by
    Mr. Fox.(8)
    
    Issued pursuant to our 2005 Omnibus Long-Term Incentive
    Compensation Plan.(9)
    
    Includes: (i) 4,449 shares of restricted common stock
    issued pursuant to our 2005 Omnibus Long-Term Incentive
    Compensation Plan; and (ii) 50,000 shares of common
    stock owned by Mr. Kerrest and Sandra Kerrest,
    Mr. Kerrests spouse, as trustees for
    Jacques & Sandra Kerrest Revocable Trust U/A
    dated 05/09/95 and purchased on the open market.(10)
    
    Includes: (i) 38,846 shares of restricted common stock
    issued pursuant to our 2005 Omnibus Long-Term Incentive
    Compensation Plan; and (ii) 50,000 shares of
    restricted common stock granted in June 2005 in consideration
    for services provided in connection with the completion of the
    our public offering that went beyond the normal requirements of
    serving as a director or on a committee of the board of
    directors, as well as for Mr. Langers commitment to
    continue to serve as a financial expert on the board of
    directors and chairman of the nominating and corporate
    governance committee for a period of five years. One half of the
    shares received by Mr. Langer were subject to restrictions
    which lapsed ratably over five years, beginning on the first
    anniversary of the date of the grant, and the remaining shares
    were subject to forfeiture, on a pro rata basis, in the event
    Mr. Langer voluntarily resigned his position prior to the
    expiration of the five-year term. Of the 50,000 shares
    granted in June 2005, none remain subject to restrictions or
    forfeiture.    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Certain
    Relationships and Related Transactions
   35




---



##### Table of Contents



Services
    Provided to Robert F.X. Sillerman
  and/or
  Exercise
    of Amended Put and Call Options
      Loan
    to Promenade Trust
    650
    Madison Avenue
    Vendor
    Loan
   36




---



##### Table of Contents



Consulting
    Arrangement with Priscilla Presley
    Approval
    Process
    Director
    Independence
  ®
  Item 14.
    Principal
    Accounting Fees and Services  Services
    Provided by the Independent Registered Public Accounting Firm
    and Fees Paid
    2010


2009Audit Fees(1)

$
2,975,115


$
2,745,397Audit-Related Fees






Tax Fees(2)


205,720



148,441All Other Fees






Total

$
3,180,835


$
2,893,837     (1)
    
    Audit fees relate to the audit of annual financial statements,
    review of quarterly financial statements and any services
    normally performed by auditors in connection with statutory and
    regulatory filings.(2)
    
    Tax fees related to tax compliance, advice and tax planning.  Audit
    Committee Pre-Approval of Services Provided by Our Independent
    Registered Public Accounting Firm
   37




---



##### Table of Contents



PART IV  Item 15.
    Exhibits and
    Financial Statement Schedules  (a)(3) Exhibits
    ExhibitNumber

Description31
.1

Certification of Principal Executive Officer31
.2

Certification of Principal Financial Officer  38




---



##### Table of Contents



SIGNATURES      By:
    /s/  THOMAS
    P. BENSON   Chief Financial Officer, Executive Vice President
    and Treasurer (Principal Financial and Accounting
    Officer)
   39




---



##### Table of Contents



INDEX TO
    EXHIBITS    ExhibitNumber

Description31
.1

Certification of Principal Executive Officer31
.2

Certification of Principal Financial Officer  40