UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 10, 2021

 

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware		001-39245		84-3755666
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

Two Pennsylvania Plaza, New York, NY		10121
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 465-6000

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 (see General Instruction A.2. below):

 

☐	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		MSGE		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 December 10, 2021, Madison Square Garden Entertainment Corp. (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 2021 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on October 26, 2021. The final results for the votes regarding each proposal are set forth below.

 

1.

The Company’s Class A stockholders elected the five directors listed below to the Board of Directors. The votes regarding this proposal were as follows:

 

		For		Withheld		Broker Non-Votes
Martin Bandier		16,915,770		3,724,789		3,541,808
Joseph J. Lhota		17,158,999		3,481,560		3,541,808
Joel M. Litvin		19,151,968		1,488,591		3,541,808
Frederic V. Salerno		16,753,799		3,886,760		3,541,808
John L. Sykes		16,963,912		3,676,647		3,541,808

The Company’s Class B stockholders elected the twelve directors listed below to the Board of Directors. The votes regarding this proposal were as follows:

 

		For		Withheld		Broker Non-Votes
James L. Dolan		68,667,540		0		0
Charles F. Dolan		68,667,540		0		0
Charles P. Dolan		68,667,540		0		0
Kristin A. Dolan		68,667,540		0		0
Marianne Dolan Weber		68,667,540		0		0
Paul J. Dolan		68,667,540		0		0
Quentin F. Dolan		68,667,540		0		0
Ryan T. Dolan		68,667,540		0		0
Thomas C. Dolan		68,667,540		0		0
Brian G. Sweeney		68,667,540		0		0
Vincent Tese		68,667,540		0		0
Isiah L. Thomas III		68,667,540		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 2022 fiscal year. The votes regarding this proposal were as follows:

 

For		Against		Abstain		Broker Non-Votes
92,620,580		211,609		17,718		0

 

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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.

 

Dated: December 10, 2021

 

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