UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 June 13, 2023, Endeavor Group Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Endeavor Group Holdings, Inc. Amended and Restated 2021 Incentive Award Plan (the “Plan”), which had been previously approved by the Company, subject to stockholders’ approval.
The Plan implements, among other things, the following key changes to the existing 2021 Incentive Award Plan: (i) increases the aggregate number of shares of the Company’s Class A common stock, $0.00001 par value per share (“Class A Common Stock”), authorized for issuance under the Plan from 21,700,000 shares to 25,700,000 shares (subject to the annual increase as described therein); (ii) increases the number of shares of Class A Common Stock which may be granted as incentive stock options under the Plan to 25,700,000; and (iii) increases the maximum aggregate value of cash fees and equity awards that may be awarded to a non-employee director during any one fiscal year from $600,000 to $750,000.
The material terms of the Plan are described under “Proposal 3 — Approval of Amended and Restated 2021 Incentive Award Plan” included in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2023 (the “Proxy Statement”) and is incorporated herein. The foregoing and the summary in the Proxy Statement are not complete summaries of the terms of the Plan and are qualified in their entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, shares of Class A common stock, Class X common stock and Class Y common stock of the Company representing 4,776,252,943 votes or approximately 95.03% of voting power entitled to vote at the Annual Meeting, voting as a single class, were present in person or represented by proxy at the meeting. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which was described in the Proxy Statement.
Item 1 — Election of two Class II directors for a term of office expiring on the date of the annual meeting of stockholders in 2026 and until his or her successor has been duly elected and qualified.
| NOMINEE | Votes FOR | Votes WITHHELD |
Broker Non-Votes | |||
| Patrick Whitesell |
4,732,775,542 | 33,644,304 | 9,833,097 | |||
| Ursula Burns |
4,731,224,675 | 35,195,171 | 9,833,097 |
Item 2 — Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 4,776,167,949 | 69,208 | 15,786 | 0 |
Item 3 — Approval of the Endeavor Group Holdings, Inc. Amended and Restated 2021 Incentive Award Plan.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 4,687,861,561 | 78,546,721 | 11,564 | 9,833,097 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Endeavor Group Holdings, Inc. Amended and Restated 2021 Incentive Award Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| ENDEAVOR GROUP HOLDINGS, INC. | ||
| By: | /s/ Jason Lublin | |
| Name: | Jason Lublin | |
| Title: | Chief Financial Officer | |
Date: June 16, 2023