SEC Form 8-K filed by Madison Square Garden Sports Corp.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of The Securities Exchange Act of 1934
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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).
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 3, 2024, Richard D. Parsons, a director elected by holders of the Class A common stock of Madison Square Garden Sports Corp. (the “Company”), notified the Company that he resigned from the Board of Directors (the “Board”) of the Company due to health reasons, effective immediately. It was determined that there would not be a replacement director nominated at the Company’s annual meeting of stockholders held on December 4, 2024, and the Board decreased the size of the Board by one director. The Company extends its gratitude and appreciation for Mr. Parsons’ many years of service as a director.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On December 4, 2024, the Company held its annual meeting of stockholders. In accordance with the Company’s Amended and Restated Certificate of Incorporation, the Class A stockholders have one vote per share and the Class B stockholders have ten votes per share. The proposals are described in the Company’s proxy statement for the 2024 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on October 24, 2024. The final results for the votes regarding each proposal are set forth below.
| 1. | The Company’s Class A stockholders elected the four directors listed below to the Board. The votes regarding this proposal were as follows: |
| For | Withheld | Broker Non-Votes |
||||||||||
| Joseph M. Cohen |
12,861,049 | 3,471,076 | 1,620,377 | |||||||||
| Nelson Peltz |
9,559,620 | 6,772,505 | 1,620,377 | |||||||||
| Ivan Seidenberg |
12,977,664 | 3,354,461 | 1,620,377 | |||||||||
| Anthony J. Vinciquerra |
12,895,994 | 3,436,131 | 1,620,377 | |||||||||
The Company’s Class B stockholders elected the twelve directors listed below to the Board. The votes regarding this proposal were as follows:
| For | Withheld | Broker Non-Votes |
||||||||||
| James L. Dolan |
45,295,170 | 0 | 0 | |||||||||
| Charles F. Dolan |
45,295,170 | 0 | 0 | |||||||||
| Charles P. Dolan |
45,295,170 | 0 | 0 | |||||||||
| Marianne Dolan Weber |
45,295,170 | 0 | 0 | |||||||||
| Paul J. Dolan |
45,295,170 | 0 | 0 | |||||||||
| Quentin F. Dolan |
45,295,170 | 0 | 0 | |||||||||
| Ryan T. Dolan |
45,295,170 | 0 | 0 | |||||||||
| Thomas C. Dolan |
45,295,170 | 0 | 0 | |||||||||
| Stephen C. Mills |
45,295,170 | 0 | 0 | |||||||||
| Alan D. Schwartz |
45,295,170 | 0 | 0 | |||||||||
| Brian G. Sweeney |
45,295,170 | 0 | 0 | |||||||||
| Vincent Tese |
45,295,170 | 0 | 0 | |||||||||
| 2. | The Company’s Class A stockholders and Class B stockholders, voting together as a single class, ratified the appointment of the Company’s independent registered public accounting firm for the 2025 fiscal year. The votes regarding this proposal were as follows: |
| For |
Against |
Abstain |
Broker | |||
| 63,153,712 | 36,955 | 57,005 | 0 |
| 3. | The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved the Company’s 2015 Employee Stock Plan, as amended (the “Employee Stock Plan”). The votes regarding this proposal were as follows: |
| For |
Against |
Abstain |
Broker | |||
| 60,715,119 | 862,889 | 49,287 | 1,620,377 |
| 4. | The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved the Company’s 2015 Stock Plan for Non-Employee Directors, as amended (the “Director Stock Plan”). The votes regarding this proposal were as follows: |
| For |
Against |
Abstain |
Broker | |||
| 60,494,335 | 1,084,706 | 48,254 | 1,620,377 |
| 5. | The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers (“NEOs”). The votes regarding this proposal were as follows: |
| For |
Against |
Abstain |
Broker | |||
| 60,263,449 | 1,289,953 | 73,893 | 1,620,377 |
The foregoing votes on the Employee Stock Plan (Proposal 3), the Director Stock Plan (Proposal 4) and the non-binding, advisory vote on NEO compensation (Proposal 5) each included the affirmative vote of a majority of the shares of the Company’s Class A common stock that were voted on the matter and a majority of the Company’s shares of Class B common stock that were voted on the matter.
SIGNATURES
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.
| MADISON SQUARE GARDEN SPORTS CORP. | ||
| (Registrant) | ||
| By: | /s/ Mark C. Cresitello | |
| Name: Mark C. Cresitello | ||
| Title: Senior Vice President, Deputy General Counsel & Secretary | ||
Dated: December 5, 2024