Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

Penton Media, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

Penton Media, Inc.

The Penton Media Building

1300 East Ninth Street

Cleveland, Ohio 44114-1503

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS TO BE HELD

ON MAY 16, 2006

TO THE STOCKHOLDERS:

The annual meeting of stockholders of Penton Media, Inc. will be held on Tuesday, May 16, 2006, at 2:00 P.M., local time, in the Penton Media Conference Center, 1300 East Ninth Street, Cleveland, Ohio 44114-1503, for the following purposes:

The annual meeting may be postponed or adjourned from time to time without any notice other than announcement at the meeting, and any and all business for which notice is hereby given may be transacted at any such postponed or adjourned meeting.

The Board of Directors has fixed the close of business on March 28, 2006, as the record date for determination of stockholders entitled to notice of and to vote at the meeting.

A list of stockholders entitled to vote at the annual meeting will be available for examination by any stockholder, for any purpose concerning the meeting, during ordinary business hours at Penton’s principal executive offices, 1300 East Ninth Street, Cleveland, Ohio 44114-1503 during the ten days preceding the meeting.

Stockholders are requested to complete and sign the enclosed proxy, which is solicited by the Board of Directors, and promptly return it in the accompanying envelope, whether or not they plan to attend the annual meeting.

Cleveland, Ohio

April 12, 2006

Penton Media, Inc.

PROXY STATEMENT

This proxy statement contains information related to the annual meeting of the stockholders of Penton Media, Inc. to be held on Tuesday, May 16, 2006, beginning at 2:00 P.M., local time, in the Penton Media Conference Center, 1300 East Ninth Street, Cleveland, Ohio 44114-1503. This proxy statement is being provided in connection with the solicitation of proxies by the Board of Directors for use at the 2006 annual meeting of stockholders and at any adjournment or postponement of the meeting. This proxy statement and the enclosed proxy card are first being mailed to stockholders on or about April 12, 2006.

About The Meeting

What is the purpose of the annual meeting?

At Penton’s annual meeting, stockholders will act upon the matters described in the accompanying notice of annual meeting of stockholders. These matters include:

In addition, Penton’s management will report on the performance of Penton during the 2005 Fiscal Year and respond to questions from stockholders. The Company does not have a policy regarding Director attendance at annual meetings of the Company’s stockholders. Only Mr. Nussbaum attended the annual meeting of stockholders in 2005.

Who is entitled to vote?

Only holders of record of our outstanding common stock, Series C Preferred Stock and Series M Preferred Stock at the close of business on the record date, March 28, 2006, are entitled to receive notice of and to vote at the meeting, or any postponement or adjournment of the meeting.

A list of stockholders entitled to vote at the annual meeting will be available for examination by any stockholder, for any purpose concerning the meeting, during ordinary business hours at Penton’s principal executive offices, 1300 East Ninth Street, Cleveland, Ohio 44114-1503 during the ten days preceding the meeting.

How many votes do I get?

Each holder of common stock is entitled to one vote per share of common stock with respect to all matters on which the holders of common stock are entitled to vote. The holders of the Series C Preferred Stock are entitled to a total of 9,146,590 votes with respect to all matters on which the holders of Series C Preferred Stock are entitled to vote. The holders of the Series M Preferred Stock are entitled to one vote per share of Series M Preferred Stock for a total of 71,500 votes with respect to all matters on which the holders of Series M Preferred Stock are entitled to vote. The holders of common stock, Series C Preferred Stock and Series M Preferred Stock will vote together on all matters presented at the meeting.

All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

What constitutes a quorum?

Under Penton’s Bylaws, the presence at the annual meeting, in person or by proxy, of the holders of shares of Penton stock entitled to cast at least a majority of the votes that the outstanding stock entitled to vote at the annual meeting is entitled to cast on a particular matter will constitute a quorum entitled to take action with respect to the vote on that matter. As of March 28, 2006, the record date for the annual meeting, 34,488,719 shares of common stock of Penton were outstanding and eligible to vote. Also, as of March 28, 2006, there were 50,000 shares of Series C Preferred Stock outstanding, and the holders of those shares are entitled to a total of 9,146,590 votes. Additionally, as of March 28, 2006, there were 71,500 shares of Series M Preferred Stock outstanding, and the holders of those shares are entitled to a total of 71,500 votes. The holders of Penton’s common stock, Series C Preferred Stock and Series M Preferred Stock are entitled to vote on all matters.

Abstentions and broker “non-votes” are counted as present and entitled to vote for the purposes of determining a quorum.

What is a broker “non-vote”?

A broker “non-vote” occurs when a nominee holding stock for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary power with respect to that item and has not received instructions from the beneficial owner.

How do I vote?

You may vote at the annual meeting by proxy or in person. All shares of stock entitled to vote at the annual meeting that are represented by properly executed proxies will, unless such proxies have been revoked, be voted in accordance with the instructions given in such proxies or, if no contrary instructions are given therein, will be voted in accordance with the Board’s recommendations. If you return your signed proxy card but do not mark the boxes showing how you wish to vote, your shares will be voted in accordance with the Board’s recommendations.

If you are a holder of record (that is, if your shares are registered in your own name with our transfer agent), you may vote by mail using the enclosed proxy card, on the Internet or by attending the annual meeting and voting in person as described below.

If you hold your shares in street name (that is, you hold your shares through a broker, bank or other holder of record), please refer to the information on the voting instruction form forwarded to you by your bank, broker or other holder of record to see which voting options are available to you.

Vote by Mail. If you choose to vote by mail, simply mark, sign and date your proxy card and return it in the enclosed postage pre-paid envelope.

Vote by Telephone. You can vote by calling 1-888-693-8683.

Vote on the Internet. You can also choose to vote on the Internet by visiting www.cesvote.com. The directions for Internet voting are on your proxy card or voting instruction form.

Vote at the Annual Meeting. If you want to vote in person at the annual meeting and you hold your shares in street name, you must obtain an additional proxy from your bank, broker or other holder of record authorizing you to vote. You must bring this proxy to the annual meeting.

The Board’s recommendations are set forth after the description of each proposal in this proxy statement. In summary, the Board recommends a vote:

With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in their own discretion.

May I change my vote after I return my proxy card?

Yes. Any stockholder who has given a proxy with respect to any matter may revoke it at any time prior to the closing of the polls as to that matter at the annual meeting by delivering a notice of revocation or a duly executed proxy bearing a later date to the Secretary of Penton, or by attending the annual meeting and voting in person.

Who will count the vote?

National City Bank, our independent stock transfer agent, will count the votes and act as the inspector of election.

What shares are included on the proxy card(s)?

The shares on your proxy card(s) represent ALL of your shares of stock of Penton. If you have shares in the 401(k) Plan and do not vote by proxy, or return your proxy card with an unclear voting designation or no voting designation at all, OFI Trust Company will vote your plan shares in proportion to the way the other plan participants voted their shares held in the plan.

What does it mean if I receive more than one proxy card?

If your shares are registered differently and are in more than one account, you will receive more than one proxy card. To ensure that all your shares are voted, sign and return all proxy cards. We encourage you to have all accounts registered in the same name and address (whenever possible). You can accomplish this by contacting our stock transfer agent, National City Bank, at (800) 622-6757.

How are proxies solicited?

Proxies will be solicited by mail. Proxies may also be solicited by directors, officers and a small number of regular employees of Penton personally or by mail, telephone or telegraph, but such persons will not be specially compensated for such services. Brokerage houses, custodians, nominees and fiduciaries will be requested to forward the soliciting material to the beneficial owners of stock held of record by such persons, and Penton will reimburse them for their expenses in doing so.

The entire cost of the solicitation will be borne by Penton.

Do the stockholders have any appraisal rights with regard to any of the proposals?

No. Under Delaware law, stockholders are not entitled to appraisal rights with respect to these proposals.

When are stockholder proposals for the 2007 annual meeting of stockholders due?

To be considered for inclusion in Penton’s proxy statement for the 2007 annual stockholders meeting, stockholder proposals must be received at Penton’s offices no later than December 13, 2006. Proposals must be in compliance with Rule 14a-8 under the Securities Exchange Act of 1934

In addition, Penton’s Bylaws require that if a stockholder desires to introduce a stockholder proposal or nominate a director candidate from the floor of the 2007 annual meeting of the stockholders, such proposal or nomination must be submitted in writing to Penton’s Corporate Secretary at the above address not less than 60 days nor more than 90 days prior to the first anniversary of the 2006 annual meeting of the stockholders or, if the date of the annual meeting is more than 30 days prior to or more than 60 days after the preceding anniversary date, notice by the stockholder will be timely if received not earlier than the 90th day prior to the 2007 annual stockholders meeting (which has not yet been set) and not later than the close of business on the later of (i) the 60th day prior to the 2007 annual stockholders meeting or (ii) the 10th day following public announcement of the 2007 annual stockholders meeting.

Each notice by stockholders must set forth (i) the name and address of the stockholder who intends to make the nomination or proposal and of any beneficial owner on whose behalf the nomination or proposal is made and (ii) the class and number of shares of common stock that are owned beneficially and of record by such stockholder and beneficial owner, if any. In the case of a stockholder proposal, the notice must also set forth a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder or beneficial owner, if any, in that proposed business.

How does the Board select nominees for the Board?

The Nominating and Governance Committee (the “Committee”) considers candidates for Board membership suggested by its members and other Board members, as well as from management and stockholders. Stockholders’ recommendations for nominees to the Board of Directors will be considered by the Committee provided such nominations are made in accordance with the Company’s By-laws relating to advance notice of stockholder nominations.

There are no specific minimum qualifications or specific qualities or skills that are necessary for directors of the Company to possess. In evaluating director nominees, the Committee will consider criteria as it deems appropriate. The Committee will consider criteria such as judgment, skill, diversity, integrity, experience, independence from management, and the ability to devote an appropriate amount of time to Board-related matters. The Committee also considers such other relevant factors, including current composition of the Board, and the need for Audit Committee expertise. After completing its evaluation, the Committee makes its recommendations to the full Board, whereupon, the Board then determines the nominees after considering the recommendations and report of the Committee. The Committee does not have a charter.

May a stockholder nominate someone to be a director of Penton?

As a stockholder, you may recommend any person as a nominee for director of Penton. Each nomination must be submitted in the same manner as for other stockholder proposals. Also, the notice must set forth any information regarding the nominee proposed by the stockholder that would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission and the consent, if so required, of the nominee to be named in a proxy statement as a candidate for election and to serve as a director of Penton if elected.

How do stockholders communicate with the Board?

Stockholders and other parties interested in communicating directly with the Chairman of the Board or with the non-management directors as a group may do so by writing the Board of Directors, c/o Corporate Secretary, Penton Media, Inc., 1300 East Ninth Street, Cleveland, Ohio 44114-1503. Any questions or concerns regarding financial reporting, internal controls, accounting or other financial matters may be sent to the Chairman, Audit Review Committee, c/o Corporate Secretary, Penton Media, Inc., 1300 East Ninth Street, Cleveland, Ohio 44114-1503. Your inquiries will not be

Does the Company have a Code of Ethics?

The Company has a Code of Business Conduct, which is applicable to all employees of the Company, including the principal executive officer, the principal financial officer and the principal accounting officer. The Code of Business Conduct is available on the Company’s Web site (www.penton.com) and will be provided upon request at no charge. The Company intends to post any amendments to or waivers from its Code of Business Conduct (to the extent applicable to the Company’s chief executive officer, principal financial officer or principal accounting officer) on its Web site and will disclose any such amendments or waivers in the next periodic report required to be filed with the Securities and Exchange Commission.

What is the security ownership of certain beneficial owners and management?

The following table sets forth information with respect to the beneficial ownership of Penton’s common stock, Series C Preferred Stock and Series M Preferred Stock at April 3, 2006 by (a) the persons known by Penton to be the beneficial owners of more than 5% of the outstanding shares of common stock, (b) each director, and nominee for director, of Penton, (c) each of the executive officers of Penton listed in the Summary Compensation Table, and (d) all directors, nominees and executive officers of Penton as a group. The information set forth in the table as to directors, nominees and executive officers is based upon information furnished to Penton by them in connection with the preparation of this Proxy Statement. Except where otherwise indicated, the

Proposal to Elect Three Directors to the Board (Proposal 1)

What are we asking you to approve?

Three directors, Vincent D. Kelly, Adrian Kingshott and Perry A. Sook, are to be elected to serve a three-year term expiring in 2009 and until their respective successors have been elected.

Penton’s Restated Certificate of Incorporation requires that its Board of Directors be divided into three classes, as nearly equal in number as possible. Further, if the number of directors which shall constitute the whole Board of Directors of the Corporation is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible.

What does the Board of Directors recommend with respect to Proposal 1?

The Board recommends a vote FOR the nominees.

What vote is required for this proposal?

Under applicable Delaware law, in determining whether each nominee has received the requisite number of votes, abstentions and broker non-votes will not be counted.

A plurality of the votes of the shares of common stock, Series C Preferred Stock and Series M Preferred Stock present in person or represented by proxy and entitled to vote on the election of directors is required to elect Messrs. Kelly, Kingshott and Sook.

For the election of Messrs. Kelly and Sook, a plurality of the votes of the holders of Series C Preferred Stock, voting separately as a single class and to the exclusion of the holders of the common stock and Series M Preferred Stock, is required. In addition, the holders of Series C Preferred Stock have determined to submit the election of Messrs. Kelly and Sook to a vote of the common stockholders and Series M Preferred stockholders. Consequently, the election of Messrs. Kelly and Sook also requires a plurality of the votes of the shares of common stock, Series C Preferred Stock and Series M Preferred Stock present in person or represented by proxy and entitled to vote on the election of directors, voting together as a single class.

Board of Directors

Nominees For Director For a Three-Year Term Expiring 2009:

Directors Continuing in Office Until 2008:

Agreements Regarding Board Representation

  Preferred Stock Terms Regarding Board Representation

Pursuant to the agreement by which Penton sold its Series C Preferred Stock and related warrants to a group of investors led by ABRY Mezzanine Partners, L.P., the holders of the Series C Preferred Stock are entitled to appoint three members to the Board of Directors. At such time as the holders of Series C Preferred Stock cease to hold shares of Series C Preferred Stock having an aggregate liquidation preference of at least $25 million, they will lose the right to appoint the director for one of these three Board seats.

Upon the occurrence of the following events, the holders of a majority of the Series C Preferred Stock may nominate two additional members to our Board of Directors and, if such triggering events have not been cured or waived prior to the end of the next succeeding quarter, may appoint one less than a minimum majority of our Board of Directors:

Upon the occurrence of the following events, the holders of a majority of the Series C Preferred Stock may appoint one less than a minimum majority of our Board of Directors:

Upon the occurrence of the following event, the holders of a majority of the Series C Preferred Stock may appoint a minimum majority of our Board of Directors:

On March 19, 2008, the holders of a majority of the Series C Preferred Stock then outstanding, if they meet the threshold described in the following paragraph, will be entitled to appoint one less than a minimum majority of our Board of Directors, subject to the right to appoint a minimum majority of our Board of Directors as described in the immediately preceding paragraph.

At such time as the holders of Series C Preferred Stock cease to hold shares of Series C Preferred Stock having an aggregate liquidation preference of at least $10 million and such holders’ beneficial ownership of Series C Preferred Stock and common stock constitutes less than 5% of the

We have also granted the holders of the Series C Preferred Stock the right to have representatives attend meetings of the Board of Directors until such time as they no longer own any Series C Preferred Stock, warrants or shares of common stock issued upon conversion of the Series C Preferred Stock and exercise of the warrants.

     Directors Appointed by Series C Preferred Stockholders

In accordance with the forgoing, the holders of the Series C Preferred Stock are currently entitled to appoint five members to our Board of Directors. Messrs. Powers and Yudkoff and Ms. Garber fill the three seats on the Board of Directors to which the preferred stockholders were initially entitled to appoint their representatives. Ms. Craven resigned from the Board on March 6, 2006 and was replaced by Mr. David R. Powers of Sandler Capital Management. Messrs. Kelly and Sook were appointed to the Board of Directors as a result of Penton’s leverage ratio, as determined in accordance with the terms of the Series C Preferred Stock purchase agreement, exceeding 7.5 to 1.0.

Meetings of the Board of Directors

The Board of Directors of Penton met 5 times during 2005. All of the directors attended at least seventy-five percent of the total meetings held by the Board of Directors.

Committees of the Board of Directors and Committee Meetings

Penton’s Board of Directors has an Audit Review Committee, a Compensation Committee, an Investment Committee and a Nominating and Governance Committee. All of the directors attended at least seventy-five percent of the total meetings held by the committees on which they served in 2005.

Audit Review Committee. The Audit Review Committee consists of Mr. Kelly as Chairman, and Messrs. Kingshott and Powers. Ms. Craven served on the Committee through the date of her resignation from the Board, on March 6, 2006. Under its charter, the responsibilities of the Audit Review Committee include:

The Audit Review Committee held nine meetings in fiscal 2005.

The Board of Directors has determined that Mr. Kelly, Chairman of the Audit Review Committee, qualifies as an “audit committee financial expert” and possesses “accounting or related financial management expertise” within the meaning of all applicable laws and regulations. In addition, the Board has determined that all members of the Audit Review Committee are financially literate and independent within the meaning of the Securities and Exchange Commission’s rules and regulations.

Compensation Committee. The Compensation Committee consists of Mr. Yudkoff as Chairman and Ms. Garber. Ms. Craven served on the Committee through the date of her resignation from the

Investment Committee. The Investment Committee consists of Ms. Garber as Chairwoman and Messrs. Sook and Powers. Ms. Craven served on the Committee through the date of her resignation from the Board on March 6, 2006. The Investment Committee provides objectives and guidelines for the investment of funds held in trust under Penton’s pension plan, acts as the investment committee for purposes of Penton’s 401(k) plan, and reviews the performance of investment managers charged with investing Penton’s pension plan funds. The Investment Committee held two meetings in fiscal 2005.

Nominating and Governance Committee. The Nominating and Governance Committee consists of Ms. Garber as Chairwoman and Mr. Yudkoff. All the members of the Committee are independent within the meaning of the listing standards of the New York Stock Exchange. The Nominating and Governance Committee, as it deems appropriate, makes recommendations to the full Board with respect to the size and composition of the Board and its committees and with respect to nominees for election as directors. The Nominating and Governance Committee held one meeting in fiscal 2005.

The Nominating and Governance Committee considers suggestions regarding candidates for election to the Board submitted by stockholders in writing to Penton’s Secretary. With regard to the 2007 annual meeting of stockholders, any such suggestion must be received by the Secretary no later than the date by which stockholder proposals for such annual meeting must be received as described below under the heading “Stockholder Proposals for the 2007 Annual Meeting.”

Executive Officers

All officers of Penton are elected each year by the Board of Directors at its annual organization meeting. In addition to Mr. Nussbaum, information with respect to whom is set forth above, the executive officers of Penton include the following:

Compensation

Compensation of non-employee directors consists of an annual retainer of $20,000, plus $3,000 for each Board meeting attended in person, $1,000 for each Board meeting attended by telephone and $1,000 for each committee meeting attended, except that $500 is paid for attending a committee meeting held on the same day as a Board meeting. The Chairman of each of the Audit Review Committee and the Compensation Committee is paid an additional $5,000 per year. Messrs. Yudkoff and Powers, Ms. Garber and employee directors are not compensated for serving as directors.

Each director of Penton will be reimbursed by Penton for out-of-pocket expenses incurred in attending Board and Board committee meetings.

Summary Compensation Table

The following table sets forth compensation information for the Chief Executive Officer of Penton and for each of Penton’s two most highly compensated other executive officers during 2005 who were serving at the end of 2005.

Option Exercises and Year-End Values

The following table sets forth information with respect to exercises of options during 2005 by the executive officers named in the Summary Compensation Table and the values of unexercised options held by them as of December 31, 2005.

Aggregated Option Exercises in 2005 and Year-End Option Values

Employment Agreements With Messrs. Nussbaum, Vice and Denny

The Compensation Committee approved initial employment agreements with each of Messrs. Nussbaum, Vice and Denny in 1998, 1999 and 2000, respectively. Each of these employment agreements was amended on December 11, 2001, and Mr. Nussbaum’s employment agreement was further amended on June 23, 2004. The agreements are for terms currently expiring June 23, 2006, in the case of Mr. Nussbaum; August 24, 2006, in the case of Mr. Vice; and October 15, 2006, in the case of Mr. Denny; and renew automatically for an additional year on each anniversary of the effective date of the agreement (or until age 65, if earlier) unless either party thereto elects otherwise, but may be terminated by the executive with 120 days notice.

The agreements for Messrs. Vice and Denny provide for participation in Penton’s Supplemental Executive Retirement Plan. Effective December 31, 2003, the Supplemental Executive Retirement Plan was frozen and all participants ceased to accrue benefits under the plan on such date. The agreements also provide for supplementary life insurance in an amount equal to one and one-half times each executive’s salary in the case of Mr. Denny and one times the executive’s salary in the case of Messrs. Nussbaum and Vice and supplementary long-term disability coverage that provides for a maximum monthly benefit (when combined with Penton’s base long-term disability plan) of $18,333 per month for Messrs. Nussbaum and Denny and $10,000 per month in the case of Mr. Vice.

In addition, the agreements provide for additional supplementary life and long-term disability insurance coverage for Messrs. Vice and Denny that would provide benefits, in the event of the executive’s covered death or disability, in the amount of $900,000 for Mr. Vice; and $270,000 for Mr. Denny, each payable in a single lump sum. In the event the life or long-term disability insurance

The employment agreements for Messrs. Vice and Denny provide for a payment to each executive in an amount equal to the total of all income taxes imposed on the executive as a result of (a) the provision of the life insurance and the long-term disability coverage, (b) imputed income to the executive with respect to the Senior Executive Loan Program and (c) such payment.

The employment agreements for Messrs. Vice and Denny also provide for a payment to each executive in an amount equal to the total of all income taxes imposed on the executive as a result of (a)(i) the issuance to the executive of the deferred shares granted to the executive on April 23, 2002, on an accelerated basis following a change of control, the executive’s death or permanent disability, a termination without cause, a termination by the executive for “good reason” (as defined in the agreements and as described below) or involuntary retirement or (ii) any other issuance of the deferred shares if a change of control occurs prior to the payment in full of amounts due under the Senior Executive Loan Program and (b) the payment described in clause (a).

The employment agreements for Messrs. Vice and Denny further entitle the executive to receive a payment in the event that the excise tax under Section 4999 of the Internal Revenue Code applies to the issuance of the deferred shares or the payment described in the preceding paragraph and the sum of (a) the value of the deferred shares (reduced by such excise tax) plus (b) the value of the shares purchased by the executive pursuant to the Senior Executive Loan Program plus (c) the proceeds of any life insurance or long-term disability coverage ((a), (b) and (c), the “Loan Payments”) is less than the amount due and owing under the Senior Executive Loan Program at the time of the change of control (the “Change of Control Loan Balance”). In that event, the payment referred to in the preceding sentence will be in an amount equal to the sum of (x) the lesser of (1) the difference between the Change of Control Loan Balance and the Loan Payments or (2) 20% of the sum of the value of the deferred shares at the time of the change of control plus such payment, plus (y) an amount, such that after payment of all taxes (including any excise tax under Code Section 4999) imposed on such payment, the executives retain an amount equal to the Code Section 4999 excise tax imposed upon such payment.

The agreements also provide that in the event the executive’s employment is terminated by Penton (other than for “cause” (as defined in the agreements) or by reason of his death, disability or retirement) or by the executive for good reason, the executive will be entitled to receive certain severance benefits.

In the case of Mr. Nussbaum, he is entitled to receive (a) any accrued but unpaid salary and expense reimbursement; (b) his salary (as in effect at the time of termination or, if higher, as in effect as of the most recent extension of the employment period) for a period of 12 months after termination of employment; and (c) a lump sum payment equal to his target bonus.

In the case of Messrs. Vice and Denny, each such executive is entitled to receive (a) any accrued but unpaid salary and expense reimbursement and (b) his salary (as in effect at the time of termination or, if higher, as in effect as of the most recent extension of the employment period) for a period of two years following the date of his termination of employment. In addition, in the event that the employment of Messrs. Vice or Denny is terminated by Penton other than for cause or by the executive for good reason within the two-year period following a “change of control,” each such executive will be entitled to receive a payment (payable, at the executive’s option, in a lump sum) equal to his target bonus for the year in which the termination occurs or, if higher, the executive’s target bonus for the preceding year or the year in which the change of control occurs. All executives party to such agreements are also entitled to the continuation of certain additional benefits (e.g., medical insurance).

Payments and benefits under the employment agreements are subject to reduction in order to avoid the application of the excise tax on “excess parachute payments” under the Internal Revenue Code, but only if the reduction would increase the net after-tax amount received by the executive.

Each agreement includes non-competition, non-solicitation and confidentiality obligations on the part of the executive, which survive its termination.

Plans and Arrangements

Retirement Plan

Participants in the Penton Media, Inc. Retirement Plan consist of a majority of the full-time employees of Penton and its subsidiaries in the United States, including the executive officers. The plan is fully paid for by Penton, and employees become fully vested after five years of service. The annual benefit payable to an employee under the plan upon retirement, computed as a straight life annuity amount, equals the sum of the separate amounts the employee accrues for each of his years of service under the plan. Such separate amounts are determined as follows: for each year through 1988, 1.2% of such year’s compensation up to the Social Security wage base for such year and 1.85% (2.0% for years after 1986) of such year’s compensation above such wage base; for each year after 1988 through the year in which the employee reaches 35 years of service, 1.2% of such year’s “covered compensation” and 1.85% of such year’s compensation above such “covered compensation;” and for each year thereafter, 1.2% of such year’s compensation. Years of service and compensation with Pittway Corporation prior to Penton’s spinoff from Pittway in August of 1998 are taken into account under the plan. The employee’s compensation under the plan for any year includes all salary (before any election under Pittway’s or Penton’s salary reduction plan or cafeteria plan), commissions and overtime pay and, beginning in 1989, bonuses, subject to such year’s limit applicable to tax-qualified retirement plans ($160,000 for 1999, $170,000 for 2000 and 2001, and $200,000 each year thereafter). The employee’s “covered compensation” under the plan for any year is generally the average, computed as of such year, of the Social Security wage bases for each of the 35 years preceding the employee’s Social Security retirement age, assuming that such year’s Social Security wage base will not change in the future. Normal retirement age under the plan is age 65, and reduced benefits are available as early as age 55. Benefits are not subject to reduction for Social Security benefits or other offset amounts.

Effective December 31, 2003, the plan was frozen and participants in the plan ceased to accrue benefits under the plan as of such date. Estimated annual benefits payable under the plan upon retirement at normal retirement age for the following persons (assuming 1999 compensation at $160,000, 2000 and 2001 compensation at $170,000 and 2002 and 2003 compensation at $200,000) are $14,229 for Mr. Nussbaum; $6,369 for Mr. Denny and $37,965 for Mr. Vice.

Supplemental Executive Retirement Plan

Messrs. Nussbaum, Denny and Vice participate in Penton’s Supplemental Executive Retirement Plan, which is not tax-qualified. The annual benefit payable to a participant under the plan at age 65, computed as a straight life annuity amount, equals the sum of the separate amounts the participant accrues for each of his years of service after September 8, 1998, for Mr. Nussbaum; October 16,

Compensation Committee Interlocks and Insider Participation

None of the individuals who served as members of the Compensation Committee of the Board of Directors in 2005 was or has been an officer or employee of Penton or engaged in transactions with Penton (other than in his capacity as director).

None of Penton’s executive officers serves as a director or member of the compensation committee of another entity, one of whose executive officers serves as a member of the Compensation Committee or a director of Penton.

Compensation Committee Report on Executive Compensation

This Compensation Committee Report on Executive Compensation shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any other Penton filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that Penton specifically incorporates this report by reference therein, and shall not otherwise be deemed filed under those Acts.

The Compensation Committee of the Board of Directors is responsible for establishing and administering an executive compensation program for Penton, determining the compensation of the Chief Executive Officer of Penton and approving the compensation proposed by the Chief Executive Officer for all other executive officers of Penton listed in the Summary Compensation Table. Actions regarding compensation for 2005 were approved by the Compensation Committee. Penton’s Compensation Committee intends to follow the compensation policies discussed below.

The Compensation Committee, comprised of two non-employee directors, has prepared this report to summarize Penton’s policies and practices with regard to executive compensation.

Objectives

Penton’s basic objectives for executive compensation are to recruit and keep top-quality executive leadership focused on attaining long-term corporate goals and increasing stockholder value.

Elements of Compensation

Total compensation has three components: (1) base salary; (2) short-term incentive (generally cash bonus); and (3) long-term incentive (generally stock options and performance shares).

Base Salary

Base salaries for executive officers are set within ranges that are reasonable, considering comparable positions in companies similar to Penton in the industry and region. Base salaries are also intended to be equitable and high enough to keep qualified executives from being overdependent on cash bonuses.

Annual cash bonuses are based on Penton’s attainment of its earnings objectives. Generally, all cash bonuses are tied to individual and group performance based on goals established at the start of the year, consistent with the Senior Executive Bonus Plan, and are available in proportionately greater amounts to those who can most influence corporate earnings. In addition, certain employees may use all or a portion of their cash bonuses to increase their ownership of common stock under the Penton Media, Inc. Management Stock Purchase Plan.

Long-Term Incentives

Long-term incentives consisting of stock options, deferred shares and performance shares are intended to motivate executives to make and execute plans that improve stockholders’ value over the long-term.

Chief Executive Officer Compensation

Mr. Nussbaum has served as Chief Executive Officer since June 23, 2004. The Compensation Committee set Mr. Nussbaum’s salary at $425,000. In 2004, Mr. Nussbaum received 135,000 deferred shares, which had a one-year deferral period. In connection with the execution of Mr. Nussbaum’s amended and restated employment agreement, dated June 23, 2004, the deferred shares became immediately vested and nonforfeitable. These shares were issued on June 24, 2005.

This report is submitted on behalf of the Compensation Committee:

The following graph reflects a comparison of the cumulative total stockholder return on the Company’s common stock with the Russell 2000 Market Index and an index of peer companies, respectively, for the period commencing December 31, 2000 through December 31, 2005. The peer group consists of Reed Elsevier NV, Meredith Corporation, Inc., Playboy Enterprises, Inc. (Class B), Primedia, Inc., Reader’s Digest Association, Inc., Reed Elsevier Plc and Scholastic Corporation. The peer group has been revised to exclude United Business Media Plc., which was included in the peer group for 2004, because United Business Media Plc. delisted voluntarily from the Nasdaq National Market in 2005. The graph assumes that the value of the investment in the Company’s common stock and each index was $100, and all dividends were reinvested. The comparisons in this graph are required by the Securities and Exchange Commission and, therefore, are not intended to forecast or be necessarily indicative of the actual future return on the Company’s common stock.

Report of the Audit Review Committee

This Report of the Audit Review Committee does not constitute soliciting material and shall not be deemed filed or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any other Penton filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Penton specifically incorporates this report by reference therein, and shall not otherwise be deemed filed under those Acts.

During 2004, the Audit Review Committee of the Board of Directors revised the charter for the committee, which was approved by the full Board, a copy of which was attached as an exhibit to the proxy statement for Penton’s 2004 annual meeting of stockholders.

In accordance with its written charter adopted by the Board of Directors, the Audit Review Committee assists the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity of the Company’s accounting, auditing and financial reporting practices.

In discharging its oversight responsibility as to the audit process, the Audit Review Committee obtained from the independent registered public accounting firm, PricewaterhouseCoopers, LLP, or PwC, a formal written statement describing all relationships between PwC and the Company that might bear on PwC’s independence consistent with Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” discussed with PwC any relationships that may impact their objectivity and independence and satisfied itself as to PwC’s independence. The Audit Review Committee also discussed with management and PwC the quality and adequacy of the Company’s internal control over financial reporting. The Audit Review Committee reviewed with PwC their audit plans, audit scope and identification of audit risks, as well as the related fees and any other services provided to Penton by PwC.

The Audit Review Committee discussed and reviewed with PwC all communications required by generally accepted auditing standards, including those described in Statement on Auditing Standards No. 61, as amended, “Communication with Audit Committees” and, with and without management present, discussed the results of PwC’s examination of the financial statements.

The Audit Review Committee reviewed the Company’s audited financial statements as of and for the fiscal year ended December 31, 2005, with management and PwC. Management has the responsibility for the preparation of the Company’s financial statements, and PwC has the responsibility for the examination of those statements.

On the basis of these reviews and discussions, the Audit Review Committee recommended to the Board of Directors that the Board approve the inclusion of Penton’s audited financial statements in Penton’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, for filing with the Securities and Exchange Commission.

What fees have been paid to accountants for the fiscal years ending December 31, 2005 and 2004?

The following table sets forth the aggregate fees paid to PricewaterhouseCoopers LLP for audit services rendered in connection with the consolidated financial statements and reports for 2005 and 2004 and for other services rendered during 2005 and 2004 on behalf of the Company and its

Audit Fees

Consists of fees billed for professional services rendered for the audit of the Company’s year-end consolidated financial statements and the reviews of interim financial statements in the Company’s Form 10-Q reports.

Audit-Related Fees

Consists of fees billed for services related to employee benefit plan audits in 2004 and consultations concerning financial accounting and reporting standards in 2004 and 2005.

Tax Fees

Tax fees represent fees for tax compliance, tax consulting and tax planning.

Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee pre-approves all audit and permissible non-audit services provided by PricewaterhouseCoopers LLP. These services may include audit services, audit-related services, tax services and other services.

Certain Transactions

In 2000, Penton adopted the Senior Executive Loan Program pursuant to which certain executives purchased common stock from the Company in exchange for a promissory note. The maximum amount of indebtedness that was outstanding under this loan program since January 1, 2005 was $895,902 for Mr. Vice; and $264,958 for Mr. Denny. These amounts also represent the outstanding balances as of April 3, 2006.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on a review of reports of ownership, reports of changes of ownership and written representations under Section 16(a) of the Securities Exchange Act of 1934 which were furnished to Penton during or with respect to 2005 by persons who were, at any time during 2005, directors or officers of Penton or beneficial owners of more than 10% of the outstanding shares of common stock, no such person failed to file on a timely basis any report required by such section during 2005.

Proposal to Adopt an Amendment to Penton’s Restated Certificate of Incorporation to Effect a Reverse Stock Split at a One-to-Thirty-Two Ratio (Proposal 2)

What are we asking you to approve?

You are being asked to approve an amendment to our Restated Certificate of Incorporation to effect a reverse stock split of our outstanding common stock at a one-to-thirty-two ratio, which would

The Board of Directors has unanimously adopted a resolution seeking stockholder approval to amend Penton’s Restated Certificate of Incorporation to effect a reverse stock split of Penton common stock. If the reverse stock split is approved by the stockholders, the Board of Directors may subsequently effect a one-for-thirty-two reverse stock split. Approval of this proposal by our stockholders would give the Board of Directors authority to implement the reverse stock split at any time prior to our annual meeting in 2007. In addition, notwithstanding approval of this proposal by the stockholders, the Board of Directors may, in its sole discretion, determine not to effect, and abandon, the reverse stock split without further action by our stockholders.

What is the background and reasons for seeking this amendment?

The Board of Directors believes that it is in the interest of our stockholders and Penton for it to have the authority to effect the reverse stock split in order to raise our stock price to a level that may result in investors finding our stock a more attractive investment. The Board also believes that the higher share price of Penton common stock may meet investing guidelines for certain institutional investors and investment funds. In addition, the Board of Directors believes that our stockholders will benefit from relatively lower trading costs for a higher priced stock. The combination of lower transaction costs and increased interest from institutional investors and investment funds can ultimately improve the trading liquidity of our common stock.

In order to reduce the number of shares of Penton common stock outstanding and thereby attempt to proportionally raise the per share price of Penton common stock, the Board of Directors believes that it is in the best interests of our stockholders for the Board of Directors to obtain the authority to implement a reverse stock split.

If the stockholders approve this proposal, the reverse stock split will be effected, if at all, only upon a determination by the Board of Directors that the reverse stock split is in the best interests of the stockholders at that time. The Board of Directors reserves its right to elect not to proceed, and abandon, the reverse stock split if it determines, in its sole discretion, that this proposal is no longer in the best interests of our stockholders. No further action on the part of stockholders will be required to either implement or abandon the reverse stock split. If the Board of Directors does not implement the reverse stock split prior to our annual meeting in 2007, the authority granted in this proposal to implement the reverse stock split on these terms will terminate.

What are the risks associated with the reverse stock split?

There can be no assurance that the total market capitalization of Penton common stock (the aggregate value of all Penton common stock at the then market price) after the proposed reverse stock split will be equal to or greater than the total market capitalization before the proposed reverse stock split or that the per share market price of Penton common stock following the reverse stock split will either equal or exceed the current per share market price.

There can be no assurance that the market price per new share of Penton common stock after the reverse stock split will remain unchanged or increase in proportion to the reduction in the number of old shares of Penton common stock outstanding before the reverse stock split. For example, based on the market price of Penton common stock on March 27, 2006 of $0.64 per share, if the Board of Directors decided to implement the one-for-thirty-two reverse stock split, there can be no assurance that the post-split market price of Penton common stock would be $20.48 per share or greater.

Accordingly, the total market capitalization of Penton common stock after the proposed reverse stock split may be lower than the total market capitalization before the proposed reverse stock split

If the reverse stock split is effected, the resulting per-share stock price may not attract institutional investors or investment funds and may not satisfy the investing guidelines of such investors and, consequently, the trading liquidity of Penton common stock may not improve.

While the Board of Directors believes that a higher stock price may help generate investor interest, there can be no assurance that the reverse stock split will result in a per-share price that will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of Penton common stock may not necessarily improve. Additionally, given that there will be approximately 1.1 million shares of common stock outstanding after the consummation of the reverse stock split, the daily trading volume may not provide sufficient liquidity to enable investors to monetize their investment in Penton at any given time.

A decline in the market price of Penton common stock after the reverse stock split may result in a greater percentage decline than would occur in the absence of a reverse stock split, and the liquidity of Penton common stock could be adversely affected following such a reverse stock split.

If the reverse stock split is effected and the market price of Penton common stock declines, the percentage decline may be greater than would occur in the absence of a reverse stock split. The market price of Penton common stock will, however, also be based on Penton’s performance and other factors, which are unrelated to the number of shares outstanding. Furthermore, the liquidity of Penton common stock could be adversely affected by the reduced number of shares that would be outstanding after the reverse stock split.

What are the material effects of the proposed reverse stock split?

If approved and effected, the reverse stock split will be realized simultaneously for all of Penton common stock, and the ratio will be the same for all of Penton common stock. The reverse stock split will affect all of Penton’s stockholders uniformly and will not affect any stockholder’s percentage ownership interests in Penton, except to the extent that the reverse stock split would otherwise result in any of Penton’s stockholders owning a fractional share or option. As described below, stockholders otherwise entitled to fractional shares as a result of the reverse stock split will be entitled to cash payments in lieu of such fractional shares. Such cash payments will reduce the number of post-reverse stock split stockholders to the extent there are stockholders presently who would otherwise receive less than one share of Penton common stock after the reverse stock split. In addition, the reverse stock split will not affect proportionate voting power (assuming Proposal 3 is also approved) or any stockholder’s percentage ownership (subject to the treatment of fractional shares). However, because the number of authorized shares of Penton common stock will not be reduced, the reverse stock split will increase the Board of Directors’ ability to issue authorized and unissued shares without further stockholder action.

The principal effects of the reverse stock split will be that:

In addition, the reverse stock split will increase the number of stockholders who own odd lots (less than 100 shares). Stockholders who hold odd lots typically may experience an increase in the cost of selling their shares, and may have greater difficulty in effecting sales.

What will happen to fractional shares as a result of the reverse stock split?

You will not receive fractional post-reverse stock split shares in connection with the reverse stock split. Instead, the transfer agent will aggregate all fractional shares and sell them as soon as practicable after the effective date at the then prevailing prices on the open market on behalf of those holders who would otherwise be entitled to receive a fractional share. We expect that the transfer agent will conduct the sale in an orderly fashion at a reasonable pace and that it may take several days to sell all of the aggregated fractional shares of common stock. After completing such sale, you will receive a cash payment from the transfer agent in an amount equal to your pro rata share of the total net proceeds of that sale. No transaction costs will be assessed on this sale, however, the proceeds will be subject to federal income tax. In addition, you will not be entitled to receive interest for the period of time between the effective date of the reverse stock split and the date you receive your payment for the cashed-out shares. The payment amount will be paid to the holder in the form of a check in accordance with the procedures outlined below.

After the reverse stock split, you will have no further interest in Penton with respect to your cashed-out shares. A person otherwise entitled to a fractional interest will not have any voting, dividend or other rights except to receive payment as described above.

If you do not hold sufficient Penton shares to receive at least one share in the reverse stock split and you want to continue to hold Penton common stock after the reverse stock split, you may do so by taking either of the following actions far enough in advance so that it is completed by the effective date:

You should be aware that, under the escheat laws of the various jurisdictions where you reside, where Penton is domiciled and where the funds will be deposited, sums due for fractional interests that are not timely claimed after the effective time may be required to be paid to the designated

What will be the effect of the reverse stock split on Penton’s directors and employees?

What will be the effect of the reverse stock split on registered and beneficial stockholders?

Upon a reverse stock split, we intend to treat stockholders holding Penton common stock in “street name,” through a bank, broker or other nominee, in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to effect the reverse stock split for their beneficial holders holding Penton common stock in “street name.” However, such banks, brokers or other nominees may have different procedures than registered stockholders for processing the reverse stock split. If you hold your shares with such a bank, broker or other nominee and if you have any questions in this regard, we encourage you to contact your nominee.

What will be the effect of the reverse stock split on Penton’s Series C Preferred Stockholders?

If you are a holder of Series C Preferred Stock, the conversion price thereof, and consequently the number of shares of Penton common stock each share of Series C Preferred Stock is converted into, will be adjusted proportionately based on the reverse stock split ratio selected by the Board of Directors.

What will be the effect of the reverse stock split on registered certificate shares?

Stockholders should not destroy any stock certificate(s) and should not submit any certificate(s) until requested to do so.

What will be the effect of the reverse stock split on Penton’s authorized shares?

The reverse stock split would affect all issued and outstanding shares of Penton common stock and outstanding rights to acquire Penton common stock. Upon the effectiveness of the reverse stock split, the number of authorized shares of Penton common stock that are not issued or outstanding would increase due to the reduction in the number of shares of Penton common stock issued and outstanding based on the reverse stock split ratio selected by the Board of Directors. As of April 2, 2006, we had 155 million shares of authorized common stock and 34,488,719 shares of common stock issued and outstanding. We will continue to have 2,000,000 authorized shares of preferred stock. Authorized but unissued shares will be available for issuance, and we may issue such shares

Are there any material accounting consequences of the reverse stock split?

The reverse stock split will not affect the par value of Penton common stock. As a result, as of the effective time of the reverse stock split, the stated capital attributable to Penton common stock on its balance sheet will be reduced proportionately based on the reverse stock split ratio, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. In future financial statements, we will recast the per share net income or loss of Penton common stock and other per share amounts for periods ending before the reverse stock split because there will be fewer shares of Penton’s common stock outstanding.

Does the reverse stock split have any anti-takeover implications?

Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board of Directors or contemplating a tender offer or other transaction for the combination of Penton with another company), the reverse stock split proposal is not being proposed in response to any effort of which we are aware to accumulate Penton’s shares of common stock or obtain control of Penton, nor is it part of a plan by management to recommend to the Board and stockholders a series of amendments to our Restated Certificate of Incorporation. Other than this reverse stock split proposal and any other proposal contained in this proxy statement, the Board of Directors does not currently contemplate recommending the adoption of any other amendments to our Restated Certificate of Incorporation that could be construed to affect the ability of third parties to take over or change the control of Penton.

How will the reverse stock split be effected?

If the stockholders approve the proposal to authorize the reverse stock split and the Board of Directors decides to implement the reverse stock split at any time prior to our next annual meeting of stockholders, we will file a Certificate of Amendment with the Secretary of State of the State of Delaware to amend our existing Restated Certificate of Incorporation. The reverse stock split will become effective on the date of filing the Certificate of Amendment, which is referred to as the “effective date.” Beginning on the effective date, each certificate representing pre-reverse stock split shares will be deemed for all corporate purposes to evidence ownership of post-reverse stock split shares. The text of the Certificate of Amendment is set forth in Exhibit A to this proxy statement. The text of the Certificate of Amendment is subject to modification to include such changes as may be required by the office of the Secretary of State of the State of Delaware and as the Board of Directors deems necessary and advisable to effect the reverse stock split.

Do stockholders have appraisal rights in connection with the reverse stock split?

No. Under the General Corporation Law of the State of Delaware, our stockholders are not entitled to appraisal rights with respect to the reverse stock split, and we will not independently provide stockholders with any such right.

What are the Federal income tax consequences of the reverse stock split?

The following is a summary of certain material United States federal income tax consequences of the reverse stock split and is included for general information only. Further, it does not address any state, local or foreign income or other tax consequences. Also, it does not address the tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, nonresident alien

Other than with respect to any cash payments received in lieu of fractional shares discussed below, no gain or loss should be recognized by a stockholder upon such stockholder’s exchange of pre-reverse stock split shares for post-reverse stock split shares pursuant to the reverse stock split. The aggregate tax basis of the post-reverse stock split shares received in the reverse stock split (including any fraction of a post-reverse stock split share deemed to have been received) will be the same as the stockholder’s aggregate tax basis in the pre-reverse stock split shares exchanged therefor. In general, stockholders who receive cash in exchange for their fractional share interests in the post-reverse stock split shares as a result of the reverse stock split will be deemed for federal income tax purposes to have first received the fractional share interests and then to have had those fractional share interests redeemed for cash, recognizing gain or loss based on their adjusted basis in the fractional share interests redeemed. The stockholder’s holding period for the post-reverse stock split shares will include the period during which the stockholder held the pre-reverse stock split shares surrendered in the reverse stock split.

The receipt of cash instead of a fractional share of Penton common stock by a United States holder of Penton common stock will generally result in a taxable gain or loss equal to the difference between the amount of cash received and the holder’s adjusted tax basis in the fractional share as set forth above. The gain or loss will constitute a capital gain or loss and will constitute long-term capital gain or loss if the holder’s holding period is greater than one year as of the effective date.

Our view regarding the tax consequences of the reverse stock split is not binding on the Internal Revenue Service or the courts. Accordingly, each stockholder should consult with his or her own tax advisor with respect to all of the potential tax consequences to him or her of the reverse stock split.

What does the Board of Directors recommend with respect to Proposal 2?

The Board of Directors has approved the reverse stock split. The Board believes that the reverse stock split is in the best interests of Penton and its stockholders and recommends that you vote FOR the approval of Proposal 2.

What vote is required to approve this Proposal 2?

The affirmative vote of the holders of a majority of our outstanding stock entitled to vote on this Proposal 2 is required to approve this Proposal 2. The holders of our outstanding common stock, Series C Preferred Stock and Series M Preferred Stock are entitled to vote on this Proposal 2. Under applicable Delaware law, in determining whether this Proposal 2 has received the requisite number of affirmative votes, abstentions and broker non-votes will be counted and have the same effect as a vote against the proposal.

What are we asking you to approve?

You are being asked to approve an amendment to our Restated Certificate of Incorporation to proportionately reduce the voting rights of the Series M Preferred Stock in connection with the reverse stock split. The text of the amendment is set forth in Exhibit A attached to this proxy statement.

The Board of Directors has unanimously adopted a resolution seeking stockholder approval to amend Penton’s Restated Certificate of Incorporation to proportionately reduce the voting rights of the Series M Preferred Stock in connection with the reverse stock split. If Proposal 2 is approved and the Board of Directors determines to implement the reverse stock split, the Board of Directors will also proportionately reduce the voting rights of the Series M Preferred Stock. If the reverse stock split is not effected as described in Proposal 2, the voting rights of the Series M Preferred Stock will not be changed.

What is the background and reasons for seeking this amendment?

The Board of Directors believes that it is in the interest of our stockholders and Penton to have the authority to proportionately reduce the voting rights of the Series M Preferred Stock in connection with the reverse stock split. As described in Proposal 2, upon the completion of the reverse stock split, the number of outstanding shares of Penton’s common stock will decrease from approximately 34.5 million to approximately 1.1 million. Additionally if the reverse stock split was effected on March 28, 2006, the record date for this annual meeting, the number of votes the holders of Series C Preferred Stock would be entitled to vote would decrease from 9,146,590 to 285,831. However, unless this proposal is approved, the holders of Series M Preferred Stock would still be entitled to 71,500 votes both before and after the reverse stock split, and their voting power would increase 32-fold. This proposal would amend Penton’s Restated Certificate of Incorporation to provide that each share of Series M Preferred Stock would be entitled to one-thirty-second of a vote upon all matters submitted to the stockholders of Penton, and the relative voting power of the holders of the common stock, Series C Preferred Stock and Series M Preferred Stock after completion of the reverse stock split would be the same.

How will the voting rights of the Series M Preferred Stock be reduced?

If the stockholders approve this proposal and Proposal 2 and the Board of Directors decides to implement the reverse stock split as described in Proposal 2, we will file a Certificate of Amendment with the Secretary of State of the State of Delaware to amend our existing Restated Certificate of Incorporation. The amendment will become effective on the date of filing of the Certificate of Amendment, which is referred to as the “effective date.” Beginning on the effective date, each share of Series M Preferred Stock would be entitled to one-thirty-second of a vote upon all matters submitted to the stockholders of Penton. The text of the Certificate of Amendment is set forth in Exhibit A to this proxy statement. The text of the Certificate of Amendment is subject to modification to include such changes as may be required by the office of the Secretary of State of the State of Delaware and as the Board of Directors deems necessary and advisable to effect the amendment.

Do stockholders have appraisal rights in connection with this proposal?

No. Under the General Corporation Law of the State of Delaware, our stockholders are not entitled to appraisal rights with respect to the reverse stock split, and we will not independently provide stockholders with any such right.

The Board of Directors has approved this amendment. The Board believes that the reverse stock split is in the best interests of Penton and its stockholders and recommends that you vote FOR the approval of Proposal 3.

What vote is required to approve this Proposal 3?

The affirmative vote of the holders of a majority of our outstanding stock entitled to vote on this Proposal 3 is required to approve this Proposal 3. The holders of our outstanding common stock, Series C Preferred Stock and Series M Preferred Stock are entitled to vote on this Proposal 3. Under applicable Delaware law, in determining whether this Proposal 3 has received the requisite number of affirmative votes, absentions and broker non-votes will be counted and have the same effect as a vote against the proposal.

Additionally, the affirmative vote of the holders of a majority of our Series M Preferred Stock voting separately as a class on this proposal is also required to approve this Proposal 3. However, in connection with the creation of the Series M Preferred Stock, the recipients of the Series M Preferred Stock granted an irrevocable proxy to ABRY Mezzaine Partners, L.P. with respect to all matters that require the separate vote of the holders of the Series M Preferred Stock under the General Corporation Law of the State of Delaware. Accordingly, ABRY Mezzaine Partners, L.P. is entitled to vote all of the shares of Series M Preferred Stock for purposes of the separate class vote required. ABRY Mezzaine Partners, L.P. has advised the Company that it intends to vote in favor of this proposal, and therefore the separate class vote requirement should be satisfied.

Stockholder Proposals for the 2007 Annual Meeting

Stockholders who intend to have a proposal considered for inclusion in Penton’s proxy materials for presentation at the 2007 annual stockholders meeting must submit the proposal to Penton no later than December 13, 2006. Stockholders who intend to present a proposal at the 2007 annual meeting without inclusion of such proposal in Penton’s proxy materials are required to provide notice of such proposal to Penton in accordance with the advance notice procedures for stockholder proposals set forth in Penton’s Bylaws and summarized below. Penton reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

The Bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual or special meeting of stockholders of Penton, including proposed nominations of persons for election to the Board of Directors. Stockholders at an annual or special meeting may only consider proposals or nominations brought before the meeting by Penton, by or at the direction of the Board of Directors or by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given to Penton’s Secretary timely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting.

To be timely, notice by stockholders of nominations or proposals to be brought before any special meeting of stockholders must be delivered to the Secretary of Penton not earlier than the 90th day prior to such meeting and not later than the 60th day prior to such meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Notice by stockholders of nominations or proposals to be brought before any annual meeting must be received by the Secretary not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting of stockholders or, if the date of the annual meeting is more than 30 days prior to or more than 60 days after the preceding anniversary date, notice by the stockholder will be timely if received not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of (i) the 60th day prior to such annual meeting or (ii) the 10th day following public announcement of such meeting.

Other Matters

The management of Penton does not intend to present, and does not have any reason to believe that others will present, any item of business at the annual meeting other than those specifically set forth in the notice of the meeting. However, if other matters are properly presented for a vote, the proxies will be voted for such matters in accordance with the judgment of the persons acting under the proxies.

Cleveland, Ohio

April 12, 2006

CERTIFICATE OF AMENDMENT TO

RESTATED CERTIFICATE OF INCORPORATION OF PENTON MEDIA, INC.

Penton Media, Inc., a Delaware corporation (the “Corporation”), does hereby certify that:

FIRST: This Certificate of Amendment amends the provisions of the Corporation’s Restated Certificate of Incorporation (the “Certificate of Incorporation”).

SECOND: The terms and provisions of this Certificate of Amendment have been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

THIRD: Article IV of the Certificate of Incorporation is hereby amended by deleting Section 4.1 in its entirety and replacing it with the following:

FOURTH: The Certificate of Designations, Preferences and Rights of Series M Preferred Stock of Penton Media, Inc. of the Corporation’s Certificate of Incorporation be amended by deleting Section 6 in its entirety and replacing it with the following:

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its officer thereunto duly authorized this  day of                       .