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    SEC Form 8-K filed by TKO Group Holdings Inc.

    6/13/25 4:31:00 PM ET
    $TKO
    Services-Misc. Amusement & Recreation
    Consumer Discretionary
    Get the next $TKO alert in real time by email
    8-K
    false 0001973266 0001973266 2025-06-12 2025-06-12
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(d)

    OF THE SECURITIES EXCHANGE ACT OF 1934

    Date of report (Date of earliest event reported): June 12, 2025

     

     

    TKO Group Holdings, Inc.

    (Exact Name of Registrant as Specified in its Charter)

     

     

     

    Delaware   001-41797   92-3569035

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    200 Fifth Avenue, 7th Floor  
    New York, New York   10010
    (Address of principal executive offices)   (Zip Code)

    (646) 558-8333

    (Registrant’s telephone number, including area code)

    Not Applicable

    (Former name or former address, if changed since last report)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading
    Symbol(s)

     

    Name of each exchange
    on which registered

    Class A Common Stock, $0.00001 par value per share   TKO   New York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     
     


    Item 5.07

    Submission of Matters to a Vote of Security Holders.

    On June 12, 2025, TKO Group Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, shares of Class A common stock and Class B common stock of the Company representing 190,515,512 votes, or approximately 96.26% of voting power entitled to vote at the Annual Meeting, voting as a single class, were present in person or represented by proxy. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which was described in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2025.

    Item 1 — Election of twelve directors to hold office until the Company’s annual meeting of stockholders to be held in 2026, and until their respective successors are duly elected and qualified.

     

    NOMINEE

       Votes FOR      Votes WITHHELD      Broker Non-Votes  

    Ariel Emanuel

         166,206,261        17,331,444        6,977,807  

    Mark Shapiro

         161,373,442        22,164,263        6,977,807  

    Peter C.B. Bynoe

         165,134,211        18,403,494        6,977,807  

    Egon P. Durban

         181,307,317        2,230,388        6,977,807  

    Dwayne Johnson

         178,836,867        4,700,838        6,977,807  

    Bradley A. Keywell

         182,022,090        1,515,615        6,977,807  

    Nick Khan

         162,302,268        21,235,437        6,977,807  

    Steven R. Koonin

         158,669,414        24,868,291        6,977,807  

    Jonathan A. Kraft

         182,025,003        1,512,702        6,977,807  

    Sonya E. Medina

         165,891,026        17,646,679        6,977,807  

    Nancy R. Tellem

         182,363,492        1,174,213        6,977,807  

    Carrie Wheeler

         172,723,960        10,813,745        6,977,807  

    Item 2 — Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

     

    Votes FOR   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes
    190,379,850   69,549   66,113   0

    Based on the foregoing votes, the twelve director nominees were elected and Item 2 was approved.


    SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    TKO GROUP HOLDINGS, INC.
    By:  

    /s/ Andrew Schleimer

    Name:   Andrew Schleimer
    Title:   Chief Financial Officer

    Date: June 13, 2025

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