2021-06-15T03:59:45-05:00 2020-07-31 861065772 DELOITTE TAX LLP 695 TOWN CENTER DRIVE SUITE 1000 COSTA MESA CA 92626 990 2019-08-01 956052058 NATIONAL ACADEMY OF RECORDING ARTS & SCIENCES INC NATI 3103923777 3030 OLYMPIC BOULEVARD SANTA MONICA CA 904045073 WAYNE ZAHNER CHIEF FINANCIAL OFFICER 3103923777 2021-06-08 1 JESSICA KARANTONIS P00969387 7144367100 2019 2022-09-23 18:48:47Z RECORDING ACADEMY WAYNE J ZAHNER 3030 OLYMPIC BOULEVARD SANTA MONICA CA 904045073 122232407 0 X WWW.GRAMMY.COM X 1987 DE OUR MISSION IS TO ADVANCE THE ARTS AND SCIENCES OF RECORDING AND TO FOSTER CREATIVE LEADERSHIP. 44 44 193 500 74848 0 1724516 1429324 82984592 80379516 4728033 2060897 2186223 1598031 91623364 85467768 8199132 11251682 0 0 22435427 21922476 0 0 0 59936549 56614217 90571108 89788375 1052256 -4320607 138315613 126159052 24055850 15010200 114259763 111148852 X OUR MISSION IS TO ADVANCE THE ARTS AND SCIENCES OF RECORDING AND TO FOSTER CREATIVE LEADERSHIP FOR ARTISTIC, CULTURAL, EDUCATIONAL, AND TECHNICAL PROGRESS IN THE RECORDING FIELD. A PRIMARY ACTIVITY OF THE RECORDING ACADEMY IS THE RECOGNITION OF OUTSTANDING CREATIVE AND TECHNICAL ACHIEVEMENTS IN THE RECORDING ARTS OF THOSE DEEMED TO BE MOST WORTHY BY THEIR PEERS THROUGH THE ANNUAL PRESENTATION OF THE GRAMMY AWARDS. 0 0 THE RECORDING ACADEMY PRODUCES THE GRAMMY AWARDS, THE ONLY PEER-PRESENTED AWARD TO HONOR ARTISTIC ACHIEVEMENT, TECHNICAL PROFICIENCY AND EXCELLENCE IN THE RECORDING INDUSTRY, WITHOUT REGARD TO ALBUM SALES OR CHART POSITION. 0 0 1 1 0 0 0 0 1 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 1 0 0 1 0 0 0 0 1 1 1 0 1 X 286 0 1 193 1 1 1 0 0 0 1 1 0 1 0 X 44 44 1 0 0 0 1 1 0 1 1 0 1 1 1 1 1 1 1 1 1 0 0 CA IL NY X X WAYNE J ZAHNER 3103923777 3030 OLYMPIC BOULEVARD SANTA MONICA CA 904045073 NEIL PORTNOW FORMER OFFICER (PRESIDENT/CEO) 0.00 0.00 X 1420894 0 23922 DEBORAH SZULANSKY PRESIDENT/CEO (8/1/19 TO 3/2/20) 40.00 1.20 X 688164 0 9034 DARYL FRIEDMAN CHIEF IND, GOVT, & MEM REL OFFICER 40.00 0.00 X 569541 0 36700 BRANDEN CHAPMAN EXEC IN CHARGE PROD/ CBDO 40.00 1.20 X 470952 0 33682 EVAN GREENE CHIEF MARKETING OFFICER 40.00 0.00 X 426642 0 23245 WAYNE ZAHNER CHIEF FINANCIAL OFFICER 40.00 1.20 X 407014 0 27485 WILLIAM FREIMUTH CHIEF AWARDS OFFICER 40.00 0.00 X 343690 0 36682 GAETANO FRIZZI CHIEF PEOPLE & CULTURE OFFICER 40.00 0.00 X 347626 0 24116 RICHARD ENGDAHL CHIEF INFORMATION OFFICER 40.00 0.00 X 309313 0 24797 LISA FARRIS CHIEF DIGITAL OFFICER 40.00 0.00 X 274073 0 42983 LAURA SEGURA VP MEMBERSHIP & INDUSTRY RELATIONS 40.00 0.00 X 223925 0 50016 KALI WEISSMAN MANAGING DIRECTOR, DIGITAL MED 40.00 0.00 X 232210 0 16184 ANDREW JOSLYN TRUSTEE (FROM 6/1/20) 1.00 0.00 X 0 0 0 BRIAN DECK TRUSTEE (TO 5/31/20) 1.00 0.00 X 0 0 0 CARL WALKER TRUSTEE (TO 5/31/20) 1.00 0.00 X 0 0 0 CAROLYN MALACHI TRUSTEE (FROM 6/1/20) 1.00 0.00 X 0 0 0 CAROLYN RIDDICK TRUSTEE (FROM 6/1/20) 1.00 0.00 X 0 0 0 CATHERINE HARRIS-WHITE TRUSTEE (TO 5/31/20) 1.00 0.00 X 0 0 0 CHELSEY GREEN TRUSTEE (FROM 6/1/20) 1.00 0.00 X 0 0 0 CHRISTINE ALBERT CHAIR EMERITUS 1.00 0.00 X 0 0 0 CLAUDIA MENKARSKI BRANDT TRUSTEE 1.00 0.00 X 0 0 0 DARRELL BROWN TRUSTEE 1.00 0.00 X 0 0 0 DAVID MESSIER TRUSTEE (TO 5/31/20) 1.00 0.00 X 0 0 0 DOUGLAS EMERY TRUSTEE (FROM 6/1/20) 1.00 0.00 X 0 0 0 EMILY LAZAR TRUSTEE 1.00 0.00 X 0 0 0 FLETCHER FOSTER TRUSTEE 1.00 0.00 X 0 0 0 GEBRE WADDELL TRUSTEE (FROM 6/1/20) 1.00 0.00 X 0 0 0 GEORGE FLANIGEN IV TRUSTEE 1.00 0.00 X 0 0 0 HARVEY MASON CHAIR TO 320 ACTING CEO (FROM 3/20) 5.00 0.00 X X 0 0 0 IVAN BARIAS TRUSTEE (TO 5/31/20) 1.00 0.00 X 0 0 0 JEFF LEVENSON TRUSTEE (TO 5/31/20) 1.00 0.00 X 0 0 0 JIMMY DOUGLASS TRUSTEE (FROM 6/1/20) 1.00 0.00 X 0 0 0 JOHN BURK TRUSTEE 1.00 0.00 X 0 0 0 JOHN HOPKINS TRUSTEE 1.00 0.00 X 0 0 0 JOHN LEGEND TRUSTEE (FROM 6/1/20) 1.00 0.00 X 0 0 0 JONATHAN MCREYNOLDS TRUSTEE 1.00 0.00 X 0 0 0 JORGE MEJIA TRUSTEE (TO 5/31/20) 1.00 0.00 X 0 0 0 JULIA MICHELS TRUSTEE 1.00 0.00 X 0 0 0 JUSTIN ROBERTS TRUSTEE 1.00 0.00 X 0 0 0 KEN SHEPHERD TRUSTEE 1.00 0.00 X 0 0 0 LALAH HATHAWAY TRUSTEE (TO 5/31/20) 1.00 0.00 X 0 0 0 LEE LEVIN TRUSTEE (TO 5/31/20) 1.00 0.00 X 0 0 0 LESLIE ANN JONES TRUSTEE 1.00 0.00 X 0 0 0 LISA KAPLAN TRUSTEE (FROM 6/1/20) 1.00 0.00 X 0 0 0 MICHAEL ROMANOWSKI TRUSTEE 1.00 0.00 X 0 0 0 MIKE KNOBLOCH TRUSTEE (TO 5/31/20) 1.00 0.00 X 0 0 0 NATALIA RAMIREZ TRUSTEE (FROM 6/1/20) 1.00 0.00 X 0 0 0 OM'MAS KEITH GRAHAM TRUSTEE 1.00 0.00 X 0 0 0 PAUL WALL SLAYTON TRUSTEE 1.00 0.00 X 0 0 0 PIPER PAYNE TRUSTEE 1.00 0.00 X 0 0 0 PJ MORTON TRUSTEE (FROM 6/1/20) 1.00 0.00 X 0 0 0 RICHARD BUTLER TRUSTEE 1.00 0.00 X 0 0 0 RICHARD STUMPF TRUSTEE (TO 5/31/20) 1.00 0.00 X 0 0 0 RIGGS MORALES TRUSTEE 1.00 0.00 X 0 0 0 SAMANTHA COX TRUSTEE 1.00 0.00 X 0 0 0 SCOTT BILLINGTON TRUSTEE (TO 5/31/20) 1.00 0.00 X 0 0 0 SHANNON SANDERS TRUSTEE 1.00 0.00 X 0 0 0 SUE ENNIS TRUSTEE 1.00 0.00 X 0 0 0 TAMMY HURT VICE CHAIR 5.00 0.00 X 0 0 0 TERRI LYNE CARRINGTON TRUSTEE 1.00 0.00 X 0 0 0 TERRY HEMMINGS SECRETARY/TREASURER 1.00 0.00 X 0 0 0 TERRY JONES TRUSTEE 1.00 0.00 X 0 0 0 TIM PALMER TRUSTEE 1.00 0.00 X 0 0 0 TK KIDD TRUSTEE (FROM 6/1/20) 1.00 0.00 X 0 0 0 TRACY GERSHON TRUSTEE (TO 5/31/20) 1.00 0.00 X 0 0 0 TRACY HAMLIN TRUSTEE 1.00 0.00 X 0 0 0 TREY FANJOY TRUSTEE 1.00 0.00 X 0 0 0 VON VARGAS TRUSTEE (FROM 6/1/20) 1.00 0.00 X 0 0 0 YOLANDA ADAMS TRUSTEE (FROM 6/1/20) 1.00 0.00 X 0 0 0 5714044 0 348846 54 1 1 0 AEG EHRLICH VENTURES LLC 4355 LANAI ROAD ENCINO CA 91436 EVENT PRODUCTION 17392690 GREENBERG TRAURIG LLP- FORUM 3333 PIEDMONT ROAD NE 2500 ATLANTA GA 30305 LEGAL SERVICES 1648702 GVF PRODUCTIONS INC 14803 CRANBROOK AVENUE HAWTHRONE CA 90250 EVENT PRODUCTION 1124049 THE JOE LEWIS COMPANY INC 1209 MANHATTAN AVENUE 19 MANHATTAN BEACH CA 90266 EVENT PRODUCTION 1002619 PROSKAUER ROSE LLP 2049 CENTURY PARK EAST LOS ANGELES CA 90067 LEGAL SERVICES 974555 60 1292483 136841 136841 1429324 TELECAST EVENT INCOME 900099 57416129 57416129 GRAMMY TICKET SALES 711320 11520659 11520659 SPONSORSHIP INCOME 711320 10646494 10646494 NARAS RELATED EVENTS 711320 409519 409519 PUBLICATION INCOME 541800 386715 314667 72048 80379516 4490582 4490582 1220063 1220063 34334954 36764639 -2429685 -2429685 -2429685 OTHER INCOME 900099 207147 204347 2800 FILM CLIP INCOME 900099 161230 161230 ANNUITY INCOME 900099 9591 9591 377968 85467768 12449192 74848 71514404 11221682 30000 2464302 15166205 534569 2479021 1278379 6436499 420090 150133 558820 5279305 3114821 1503580 1710465 5420801 1848228 914092 519385 377876 EVENT PRODUCTION 20700862 EVENT EXPENSES 6981742 ENTERTAINMENT 524118 MISCELLANEOUS 153400 89788375 1584 1538 8239829 10040453 1603221 3959319 3939586 3223387 9041846 7224655 2247880 1817191 87064143 89675816 13965607 11382 21253763 17429966 138315613 126159052 5034064 4408586 18146356 10513176 875430 88438 24055850 15010200 X 114259763 111148852 114259763 111148852 138315613 126159052 -4320607 1209696 0 X X 0 1 X 1 0 41109 41109 0 1 0 1 1292483 550017 285920 835937 1292483 -456546 PART I-A, LINE 1: THE RECORDING ACADEMY, FROM TIME TO TIME, HAS PAID FOR EXPENSES WHERE EVENTS ARE RAISING MONEY FOR THE GRAMMY FUND FOR MUSIC CREATORS, A RELATED POLITICAL ACTION COMMITTEE. 87064143 0 3170493 558820 89675816 80446791 4500000 2776667 659315 87064143 75976177 750169 4347271 626826 80446791 65009235 4800011 6741834 574903 75976177 57891733 7186805 416680 485983 65009235 1.00000 1 0 5515031 3924824 1590207 3505809 3278825 226984 21006 21006 0 1817191 DUE FROM NARAS PROPERTIES, INC. 13058207 DUE FROM GRAMMY MUSEUM FOUNDATION, INC. 2436395 ROYALTY RECEIVABLE DUE FROM LATIN ACADEMY OF RECORDING ARTS & SCIENCES, INC. 1316390 DUE FROM MUSICARES FOUNDATION, INC. 364611 DUE FROM LATIN ACADEMY OF RECORDING ARTS & SCIENCES, INC. 100834 OTHER RETIREMENT LIABILITY - 457(B) 88438 BARTER/OTHER INVENTORY 59417 DUE FROM THE LATIN GRAMMY CULTURAL FOUNDATION 5674 17429966 OTHER RETIREMENT LIABILITY - 457(B) 88438 88438 X PART V, LINE 4: THE INTENDED PURPOSE OF THE ENDOWMENT FUND IS TO EVENTUALLY USE ITS INVESTMENT INCOME TOWARDS OPERATIONS IN PROMOTION OF THE MISSION AND GROWTH OF THE RECORDING ACADEMY AS WELL AS PROVIDE OPERATIONAL SUPPORT IN CASE OF A CATASTROPHIC EVENT. PART X, LINE 2: THE RECORDING ACADEMY ACCOUNTS FOR INCOME TAXES IN ACCORDANCE WITH FINANCIAL ACCOUNTING STANDARDS BOARD (FASB) ACCOUNTING STANDARDS CODIFICATION (ASC) 740, INCOME TAXES. FASB ASC 740 PRESCRIBES A COMPREHENSIVE MODEL FOR HOW A COMPANY SHOULD RECOGNIZE, MEASURE, PRESENT, AND DISCLOSE IN ITS COMBINED FINANCIAL STATEMENTS UNCERTAIN TAX POSITIONS THAT THE COMPANY HAS TAKEN, OR EXPECTS TO TAKE, ON A TAX RETURN. DURING THE YEARS ENDED JULY 31, 2020 AND 2019, THE RECORDING ACADEMY DID NOT HAVE ANY LIABILITY FOR UNRECOGNIZED TAX BENEFITS. PART IX DUE FROM NARAS PROPERTIES, INC.: ON DECEMBER 21, 2016 NARAS PROPERTIES, INC. PURCHASED A RESIDENTIAL PROPERTY IN NEW YORK CITY, NEW YORK ON BEHALF OF THE RECORDING ACADEMY, A RELATED TAX-EXEMPT ORGANIZATION THAT IS THE CONTROLLING ENTITY OF NARAS PROPERTIES, INC., TO BE USED BY THE RECORDING ACADEMY AND ITS AFFILIATED TAX EXEMPT ORGANIZATIONS. THE PROPERTY IS IN THE PROCESS OF BEING PLACED INTO USE. 1 GRAMMY MUSEUM FOUNDATION INC 800 WEST OLYMPIC BOULEVARD A245 LOS ANGELES CA 90015 261447714 501(C)(3) 5243964 500 FMV EVENT TICKETS CONTRIBUTIONS AND PROGRAM SERVICE SUPPORT MUSICARES FOUNDATION INC 3030 OLYMPIC BOULEVARD SANTA MONICA CA 90404 954470909 501(C)(3) 4304730 318088 FMV EVENT TICKETS AND RENT CONTRIBUTIONS AND PROGRAM SERVICE SUPPORT LATIN GRAMMY CULTURAL FOUNDATION INC 3470 NW 82ND AVENUE STE 700 MIAMI FL 33122 464770436 501(C)(3) 150000 GENERAL SUPPORT MUSIC EDUCATION COALITION INC 202 WASHINGTON STREET STE 322 BROOKLINE MA 02445 814015913 501(C)(3) 50000 GENERAL SUPPORT SONGWRITERS HALL OF FAME 330 W 58TH STREET 411 NEW YORK NY 100191827 237051690 501(C)(3) 33200 GENERAL SUPPORT CITY OF HOPE 1500 E DUARTE ROAD DUARTE CA 91010 953435919 501(C)(3) 8650 GENERAL SUPPORT COLOR OF CHANGE 1714 FRANKLIN STREET STE 100-136 OAKLAND CA 94612 455569879 501(C)(3) 1000000 GENERAL SUPPORT ENTERTAINMENT INDUSTRY FOUNDATION 10880 WILSHIRE BOULEVARD STE 400 LOS ANGELES CA 90024 951644609 501(C)(3) 25000 GENERAL SUPPORT ELLIS MARSALIS CENTER FOR MUSIC INC 323 BROADWAY CAMBRIDGE MA 02139 204218706 501(C)(3) 25000 GENERAL SUPPORT WOMEN'S AUDIO MISSION 542-544 NATOMA STREET C-1 SAN FRANCISCO CA 94103 542105425 501(C)(3) 10000 GENERAL SUPPORT 9 0 SCHOLARSHIPS 6 30000 0 CASH VALUE PART I, LINE 2: CHAPTERS OF THE RECORDING ACADEMY MAKE DONATIONS TO VARIOUS CHARITABLE ORGANIZATIONS IN THEIR RESPECTIVE COMMUNITIES. THE CHAPTERS, EITHER THROUGH THEIR LOCAL CHARITABLE GIVING COMMITTEE OR LOCAL EXECUTIVE COMMITTEE, PUT FORTH A PROPOSAL FOR THE LOCAL CHAPTER BOARD TO APPROVE DONATIONS OF THEIR SPECIAL PROJECT FUNDS TO BE USED FOR THIS PURPOSE. THESE FUNDS ARE THE ACCUMULATION OF FUNDS BASED ON EVENTS HELD AT THE LOCAL LEVEL. THESE CHAPTER-APPROVED DISBURSEMENTS OVER $2,500 ARE THEN SENT TO THE NATIONAL FINANCE SUBCOMMITTEE FOR FINAL APPROVAL. A PRESENTATION IS MADE DISCLOSING INFORMATION ABOUT THE BENEFICIARY, ITS TAX-EXEMPT STATUS, THE NATURE OF THE USE OF THE FUNDS AND OTHER PERTINENT INFORMATION. THE FINANCE SUBCOMMITTEE APPROVES ALL DONATIONS OVER $2,500. THE NATIONAL HEADQUARTERS OF THE RECORDING ACADEMY SPONSORS VARIOUS CHARITIES IN THE COMMUNITIES IT SERVES THROUGH PURCHASES OF TABLES AT EVENTS AND/OR ADVERTISEMENTS IN PROGRAM BOOKS AND FROM TIME-TO-TIME MINIMAL CASH DONATIONS. THE RECORDING ACADEMY PROVIDES ASSISTANCE TO ITS AFFILIATED ENTITIES: MUSICARES FOUNDATION, INC., GRAMMY MUSEUM FOUNDATION, INC., AND LATIN GRAMMY CULTURAL FOUNDATION. X 1 1 X X X X X X 1 1 0 NEIL PORTNOW FORMER OFFICER (PRESIDENT/CEO) 1257705 0 0 0 163189 0 12500 0 11422 0 1444816 0 481637 0 DEBORAH SZULANSKY PRESIDENT/CEO (8/1/19 TO 3/2/20) 385269 0 300000 0 2895 0 0 0 9034 0 697198 0 0 0 DARYL FRIEDMAN CHIEF IND, GOVT, & MEM REL OFFICER 441969 0 101750 0 25822 0 12500 0 24200 0 606241 0 0 0 BRANDEN CHAPMAN EXEC IN CHARGE PROD/ CBDO 465392 0 1750 0 3810 0 9500 0 24182 0 504634 0 0 0 EVAN GREENE CHIEF MARKETING OFFICER 125976 0 257400 0 43266 0 5147 0 18098 0 449887 0 0 0 WAYNE ZAHNER CHIEF FINANCIAL OFFICER 401022 0 1750 0 4242 0 12500 0 14985 0 434499 0 0 0 WILLIAM FREIMUTH CHIEF AWARDS OFFICER 335118 0 1750 0 6822 0 12500 0 24182 0 380372 0 0 0 GAETANO FRIZZI CHIEF PEOPLE & CULTURE OFFICER 244869 0 0 0 102757 0 10788 0 13328 0 371742 0 0 0 RICHARD ENGDAHL CHIEF INFORMATION OFFICER 302241 0 1750 0 5322 0 12500 0 12297 0 334110 0 0 0 LISA FARRIS CHIEF DIGITAL OFFICER 267430 0 1750 0 4893 0 12500 0 30483 0 317056 0 0 0 LAURA SEGURA VP MEMBERSHIP & INDUSTRY RELATIONS 218676 0 1750 0 3499 0 9500 0 40516 0 273941 0 0 0 KALI WEISSMAN MANAGING DIRECTOR, DIGITAL MED 217500 0 11000 0 3710 0 9500 0 6684 0 248394 0 0 0 PART I, LINE 1A THE RECORDING ACADEMY HAS A WRITTEN POLICY REGARDING THE CIRCUMSTANCES IN WHICH FIRST CLASS TRAVEL MAY BE USED. THE ORGANIZATION MAKES IT A PRACTICE TO ROUTINELY USE COACH OR BUSINESS CLASS AIRLINE TRAVEL. THE PRESIDENT/CEO AND ELECTED OFFICERS ARE PERMITTED TO FLY FIRST CLASS, ALTHOUGH THEY ARE ENCOURAGED TO FLY BUSINESS CLASS, IF AVAILABLE, PRIOR TO BOOKING IN FIRST CLASS. FURTHER, THESE INDIVIDUALS ARE ALSO ENCOURAGED TO USE COACH CLASS TRAVEL FOR VERY SHORT TRIPS. OTHER MEMBERS OF SENIOR MANAGEMENT (MANAGING DIRECTORS AND ABOVE) ARE ONLY ALLOWED TO FLY BUSINESS OR FIRST CLASS IF THE FLIGHT IS OVER TWO HOURS IN DURATION. FOR INTERNATIONAL TRAVEL, THE FIRST CHOICE IS BUSINESS CLASS AND THE SECOND CHOICE IS FIRST CLASS FOR ALL MEMBERS OF SENIOR MANAGEMENT (MANAGING DIRECTORS AND ABOVE). THE BOARD OF TRUSTEES MEMBERS ARE OFFERED THE OPPORTUNITY TO FLY FIRST CLASS OR BUSINESS CLASS FOR THE IN-PERSON BOARD MEETINGS EACH YEAR. PART I, LINES 4A-B A) GAETANO FRIZZI RECEIVED A SEVERANCE OF $60,707 DURING 2019. B) A NON-QUALIFIED DEFERRED COMPENSATION PLAN WAS ESTABLISHED EFFECTIVE AUGUST 1, 2013. NEIL PORTNOW WAS FULLY PAID OUT AND RECEIVED $550,063 DURING THE YEAR. GEORGE FLANIGEN IV TRUSTEE OF ORG. 90000 PRODUCTION 0 SCHEDULE L, PART IV GEORGE FLANIGEN, IV IS A TRUSTEE AND A PRODUCTION CONSULTANT OF THE 62ND GRAMMY AWARDS. X BEVERAGES 3 106402 COST OR SELLING PRIC X GIFT BAG ITEM 502 30439 COST OR SELLING PRIC 0 0 0 0 FORM 990, PART V, LINE 6B THE ORGANIZATION DOES NOT SOLICIT CONTRIBUTIONS FROM THE GENERAL PUBLIC, HOWEVER, THEY DO ACCEPT SPONSORSHIP INCOME FROM CORPORATE DONORS AS PART OF THEIR EVENTS. FORM 990, PART VI, SECTION A, LINE 1 THE EXECUTIVE COMMITTEE IS COMPRISED OF THE CHAIR OF THE BOARD OF TRUSTEES, VICE CHAIR OF THE BOARD OF TRUSTEES, SECRETARY/TREASURER OF THE BOARD OF TRUSTEES, CHAIR EMERITUS OF THE BOARD OF TRUSTEES AND FOUR (4) SITTING TRUSTEES SELECTED BY THE CHAIR OF THE BOARD OF TRUSTEES IN CONSULTATION WITH THE PRESIDENT/CHIEF EXECUTIVE OFFICER AND RATIFIED BY THE BOARD OF TRUSTEES. THEY ARE GRANTED UNILATERAL RIGHTS TO CONDUCT BUSINESS ON BEHALF OF THE BOARD OF TRUSTEES. ANY SUCH ACTION SHALL BE COMMUNICATED TO THE ENTIRE BOARD AS PROMPTLY AS THE EXECUTIVE COMMITTEE DEEMS REASONABLY PRACTICABLE. SUCH ACTIONS SHALL NOT INCLUDE: (A)ALTERING MAJOR LEGAL DOCUMENTS SUCH AS, BUT NOT LIMITED TO, THE CERTIFICATE OF INCORPORATION, BYLAWS, OR GOVERNANCE MANUAL; (B)AUTHORIZING MERGERS (OTHER THAN A MERGER OF ANY WHOLLY-OWNED SUBSIDIARY WITH THE RECORDING ACADEMY), ACQUISITIONS, JOINT VENTURES, CONSOLIDATIONS OR DISSOLUTIONS; OR APPROVING THE SALE, LEASE, EXCHANGE OR ENCUMBRANCE OF ANY MATERIAL ASSET OF THE RECORDING ACADEMY THAT IS NOT IN THE ORDINARY COURSE OF BUSINESS OF THE RECORDING ACADEMY; (C)FORMING OR DISSOLVING STANDING AND TRUSTEE-ONLY COMMITTEES OF THE BOARD, OR AMENDING THE CHARTER OF ANY COMMITTEE; (D)TAKING ANY ACTIONS THAT HAVE BEEN EXPRESSLY, BY CHARTER OR RESOLUTIONS, DELEGATED TO ANY OTHER TRUSTEE-ONLY COMMITTEE; AND (E)AMENDING OR REPEALING ANY RESOLUTION OF THE BOARD. FORM 990, PART VI, SECTION A, LINE 2 THE FOLLOWING PEOPLE HAD BUSINESS RELATIONSHIPS: JOHN BURK WITH KEN SHEPHERD BRIAN DECK WITH MATT HENNESSY MATT STILL WITH TAMMY HURT LEE LEVIN WITH DOUG EMERY JORGE MEJIA WITH CLAUDIA BRANT MATT HENNESSY WITH JUSTIN ROBERTS FORM 990, PART VI, SECTION A, LINE 6 THERE ARE THREE CATEGORIES OF MEMBERS OF THE RECORDING ACADEMY: (A) VOTING MEMBERS; (B) ASSOCIATE MEMBERS; AND (C) GRAMMY UNIVERSITY MEMBERS. EACH MEMBERSHIP CLASS HAS ITS OWN RIGHTS AND ESTABLISHED CRITERIA FOR PARTICIPATION AS SET FORTH BY THE ORGANIZATION'S BYLAWS. FORM 990, PART VI, SECTION A, LINE 7A THE VOTING MEMBERS FROM EACH CHAPTER SHALL CONSTITUTE A SEPARATE MEMBERSHIP CLASS (THE "CHAPTER VOTING MEMBER MEMBERSHIP CLASS") AT THE TIME AND, AS SUCH, SHALL ELECT THE VOTING MEMBER GOVERNORS FROM SUCH CHAPTER BY A PLURALITY VOTE OF QUALIFIED RETURNED BALLOTS EQUAL TO NOT LESS THAN TEN PERCENT OF THE TOTAL NUMBER OF MEMBERS OF SUCH MEMBERSHIP CLASS. THE VOTING MEMBERS AND ASSOCIATE MEMBERS FROM EACH CHAPTER AT THE TIME SHALL CONSTITUTE A SEPARATE MEMBERSHIP CLASS (THE "CHAPTER VOTING MEMBER AND ASSOCIATE MEMBER MEMBERSHIP CLASS") AND, AS SUCH, SHALL ELECT THE ASSOCIATE MEMBER GOVERNORS FROM SUCH CHAPTER BY A PLURALITY VOTE OF QUALIFIED RETURN BALLOTS EQUAL TO NOT LESS THAN TEN PERCENT OF THE TOTAL NUMBER OF MEMBERS OF SUCH MEMBERSHIP CLASS. VOTING MEMBER GOVERNORS AND ASSOCIATE MEMBER GOVERNORS FROM EACH CHAPTER: THE MEMBERS FROM EACH CHAPTER WHO AT THE TIME ARE VOTING MEMBER GOVERNORS AND ASSOCIATE MEMBER GOVERNORS SHALL CONSTITUTE A SEPARATE MEMBERSHIP CLASS (THE "CHAPTER GOVERNOR MEMBERSHIP CLASS"). THE CHAPTER GOVERNOR MEMBERSHIP CLASS SHALL ELECT (A) THE TRUSTEES FROM SUCH CHAPTER BY A PLURALITY VOTE OF A MAJORITY OF THE MEMBERSHIP CLASS ELIGIBLE TO VOTE AND (B) THE CHAPTER OFFICERS OF SUCH CHAPTER BY A PLURALITY VOTE OF A MAJORITY OF THE MEMBERSHIP CLASS ELIGIBLE TO VOTE, AND SHALL HAVE THE POWER TO REMOVE SUCH PERSONS FROM OFFICE. TRUSTEES: THE MEMBERS WHO AT THE TIME ARE TRUSTEES SHALL CONSTITUTE A SEPARATE MEMBERSHIP CLASS (THE "TRUSTEE MEMBERSHIP CLASS"). DURING THE PERIOD A PERSON IS IN OFFICE AS A TRUSTEE OFFICER, SUCH PERSON WILL ALSO BE A TRUSTEE. THE TRUSTEE MEMBERSHIP CLASS SHALL (A) ELECT THE TRUSTEE OFFICERS BY A MAJORITY VOTE OF A SIMPLE QUORUM; (B) HAVE THE POWER, BY A SUPERMAJORITY VOTE OF A SUPERMAJORITY QUORUM, (I) TO REMOVE ANY TRUSTEE FROM OFFICE (II) TO REMOVE ANY TRUSTEE OFFICER FROM OFFICE AND (III) TO REMOVE ANY GOVERNOR FROM OFFICE; (C) HAVE THE POWER TO RATIFY THE COMMITTEE NOMINATIONS; AND (D) HAVE THE POWER TO APPROVE, ADOPT, VOTE ON, CONSENT WITH RESPECT TO, OR RATIFY SUCH MATTERS OR ACTIONS THAT THE CHAIR OR THE EXECUTIVE COMMITTEE DECIDES TO SUBMIT TO THE TRUSTEE MEMBERSHIP CLASS FOR SUCH ACTION. VOTING MEMBER GOVERNORS AND ASSOCIATE MEMBER GOVERNORS FROM ALL CHAPTERS: THE MEMBERS FROM ALL CHAPTERS WHO AT THE TIME ARE VOTING MEMBER GOVERNORS AND ASSOCIATE MEMBER GOVERNORS SHALL CONSTITUTE A SEPARATE MEMBERSHIP CLASS (THE "GOVERNOR MEMBERSHIP CLASS"). THE GOVERNOR MEMBERSHIP CLASS SHALL HAVE THE RIGHT TO VOTE ON ANY MAJOR CHAPTER MATTER, AND APPROVAL WILL REQUIRE A SUPERMAJORITY VOTE OF A SUPERMAJORITY QUORUM. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 IS PREPARED BY DELOITTE TAX LLP, WORKING IN CONJUNCTION WITH THE ORGANIZATION'S FINANCE DEPARTMENT. THE DRAFT OF THE FORM 990 IS REVIEWED BY THE ORGANIZATION'S MANAGEMENT. THE INITIAL DRAFT OF THE FORM 990 IS THEN PROVIDED TO THE RECORDING ACADEMY'S AUDIT/FINANCE COMMITTEE FOR THEIR REVIEW. ANY COMMENTS RESULTING FROM THEIR REVIEW ARE INCORPORATED INTO THE FINAL FILING OF THE FORM 990. THE AUDIT/FINANCE COMMITTEE HAS BEEN AUTHORIZED BY THE BOARD OF TRUSTEES TO REVIEW THE TAX FILINGS AND APPROVE THEM TO BE FILED. A COPY OF THE RETURN IS MAILED TO EACH TRUSTEE AFTER APPROVAL AND BEFORE THE ULTIMATE FILING. FORM 990, PART VI, SECTION B, LINE 12C THE CORPORATE SECRETARY DISTRIBUTES THE STATEMENT OF CONFLICT OF INTEREST POLICY AT A TRUSTEES MEETING. THE STATEMENTS ARE COLLECTED BY THE CORPORATE SECRETARY AND THEN A SUMMARY REPORT IS GIVEN TO THE CHAIR OF THE BOARD OF TRUSTEES AND THE PRESIDENT/CHIEF EXECUTIVE OFFICER. ACCORDINGLY, THE CHAIR OF THE BOARD OF TRUSTEES AS WELL AS THE PRESIDENT/CHIEF EXECUTIVE OFFICER ARE RESPONSIBLE FOR BOTH MONITORING AND ENFORCING THE CONFLICT OF INTEREST POLICY BASED ON THE STATEMENTS THAT ARE PROVIDED. FORM 990, PART VI, SECTION B, LINE 15A THE PRESIDENT/CEO COMPENSATION WAS DETERMINED BY THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES, FUNCTIONING AS A COMPENSATION COMMITTEE FOR THIS PURPOSE. THE DECISION WAS THEN RATIFIED BY THE BOARD OF TRUSTEES. THE COMMITTEE RELIED UPON THE ADVICE AND EXPERTISE OF LEGAL COUNSEL, AN INDEPENDENT OUTSIDE COMPENSATION CONSULTANT AND COMPARABILITY DATA IN DETERMINING THE COMPENSATION. THE MEETING IN WHICH THOSE DELIBERATIONS WERE CONDUCTED WAS CONTEMPORANEOUSLY DOCUMENTED. FORM 990, PART VI, SECTION B, LINE 15B: COMPENSATION FOR OTHER EMPLOYEES OF NATIONAL ACADEMY OF RECORDING ARTS & SCIENCES, INC. IS SET BY THE PRESIDENT/CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER AND CHIEF PEOPLE AND CULTURE OFFICER. COMPENSATION IS DETERMINED BY THE REVIEW OF THE COMPENSATION OF OTHER EMPLOYEES AT SIMILAR LEVELS. INFORMATION FROM OUTSIDE ORGANIZATIONS IS GATHERED BY THE CHIEF PEOPLE AND CULTURE OFFICER AND BY A GENERAL KNOWLEDGE OF WHAT IS EXPECTED FOR THE POSITION BY THESE THREE INDIVIDUALS. AS IT RELATES TO ANNUAL INCREASES, THE CHIEF PEOPLE AND CULTURE OFFICER AND THE CHIEF FINANCIAL OFFICER HAVE DISCUSSED BENCHMARKING WITH PEOPLE AND CULTURE MANAGEMENT AND THE CHIEF FINANCIAL OFFICER OF SIMILAR ORGANIZATIONS. AGREEMENT IS OBTAINED BETWEEN THESE THREE INDIVIDUALS (CEO, CFO, CHIEF PEOPLE AND CULTURE OFFICER) AS TO THE VALUE OF SERVICES PROVIDED. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES THE BYLAWS AVAILABLE ON IT'S WEBSITE. IT DOES NOT MAKE THE CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC. FORM 990, PART XII, LINE 2A & 2B THE ORGANIZATION'S FINANCIAL STATEMENTS WERE AUDITED AS PART OF THE COMBINED FINANCIAL STATEMENTS THAT INCLUDED NARAS PROPERTIES, INC. A RELATED TAX-EXEMPT ORGANIZATION. TANGIBLE PROPERTY REGULATION ELECTIONS SECTION 1.263(A)-1(F) DE MINIMIS SAFE HARBOR ELECTION TAXPAYER IS MAKING THE DE MINIMIS SAFE HARBOR ELECTION UNDER TREAS. REG. 1.263(A)-1(F) FOR ALL ELIGIBLE AMOUNTS PAID OR INCURRED DURING THE TAXABLE YEAR. SECTION 1.263(A)-3(N) CAPITALIZATION ELECTION TAXPAYER HEREBY ELECTS TO CAPITALIZE REPAIR AND MAINTENANCE COSTS UNDER TREAS. REG. 1.263(A)-3(N). THE COSTS WERE INCURRED DURING THE TAXABLE YEAR IN THE ELECTING TAXPAYER'S TRADE OR BUSINESS AND THE ELECTING TAXPAYER TREATS SUCH COSTS AS CAPITAL EXPENDITURES ON ITS BOOKS AND RECORDS. NARAS PROPERTIES INC 3030 OLYMPIC BOULEVARD SANTA MONICA CA 90404 954516666 HOLD TITLE TO REAL PROPERTY CA 501(C)(2) NATIONAL ACADEMY OF RECORDING ARTS & SCIENCES INC 1 0 0 0 1 0 0 0 0 0 0 1 0 0 0 1 0 1 0 1 NARAS PROPERTIES INC D 2100000 CASH VALUE NARAS PROPERTIES INC K 4128124 FMV NARAS PROPERTIES INC S 4349112 FMV SCHEDULE R, PART V NARAS PROPERTIES, INC. A RELATED SECTION 501(C)(2) TAX-EXEMPT ORGANIZATION CONTROLLED BY THE RECORDING ACADEMY, OWNS THE CORPORATE HEADQUARTERS IN SANTA MONICA, CALIFORNIA USED BY THE RECORDING ACADEMY AND ITS AFFILIATED TAX-EXEMPT ORGANIZATIONS. THE RECORDING ACADEMY PAID RENT FOR ITS USE OF THE CORPORATE HEADQUARTERS. THE VALUE OF THE RENT WAS DETERMINED BASED ON COMPARABLES OF SIMILAR PROPERTIES. NARAS PROPERTIES, INC. ALSO OWNS AN OFFICE BUILDING IN NASHVILLE, TENNESSEE USED BY THE NASHVILLE CHAPTER OF THE RECORDING ACADEMY AND MUSICARES, ONE OF ITS AFFILIATED TAX-EXEMPT ORGANIZATIONS. THE RECORDING ACADEMY PAID RENT FOR ITS USE OF THE PROPERTY. THE VALUE OF THE RENT WAS DETERMINED BASED ON COMPARABLES OF SIMILAR PROPERTIES. ON DECEMBER 21, 2016 NARAS PROPERTIES, INC. PURCHASED A RESIDENTIAL BUILDING IN NEW YORK CITY, NEW YORK. THE NEW YORK CHAPTERS OF THE RECORDING ACADEMY AND MUSICARES WILL UTILIZE THE PROPERTY ONCE RENOVATIONS ARE COMPLETE.