UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
As previously disclosed, in May and August 2021, purported stockholders of Sphere Entertainment Co. (f/k/a Madison Square Garden Entertainment Corp.) (the “Company”), Hollywood Firefighters’ Pension Fund et al., and City of Miramar Retirement Plan and Trust Fund for General Employees et al., filed lawsuits in the Delaware Court of Chancery (the “Court”), on behalf of a putative class of stockholders of the Company challenging the transaction involving the Company and MSG Networks Inc., which closed on July 9, 2021 (the “Merger”). In September 2021, the Court consolidated the two lawsuits into the action captioned In re Madison Square Garden Entertainment Corp. Stockholders Litigation, C.A. No. 2021-0468-LWW (Del. Ch.) (the “Litigation”). In October 2021, Plaintiffs filed a Verified Derivative Complaint (the “Complaint”), naming the Company as only a nominal defendant and the Company’s board of directors, and certain Dolan family stockholders as defendants and alleging breaches of fiduciary duties by the Company’s board of directors and controlling stockholders. On March 14, 2023, the parties reached a tentative agreement to settle the lawsuit, and on April 20, 2023, the parties entered into a Stipulation and Agreement of Settlement (the “Stipulation”). On June 1, 2023, the Court entered a scheduling order, which provides that the Court will hold a settlement fairness hearing on August 14, 2023 at 11:00 a.m., either in person at the Court of Chancery of the State of Delaware, 500 North King Street, Wilmington, Delaware, or remotely by telephone or video conference (in the discretion of the Court).
Pursuant to the Court’s scheduling order, the Company is publishing the Notice of Pendency and Proposed Settlement of Stockholder Derivative Action, Settlement Hearing, and Right to Appear (the “Notice”), attached hereto as Exhibit 99.1. The Notice and Stipulation are available for review on the Company’s investor relations website, https://investor.sphereentertainmentco.com/overview.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Notice of Pendency and Proposed Settlement of Stockholder Derivative Action, Settlement Hearing, and Right to Appear | |
| 104 | The cover page from this Current Report on Form 8-K, formatted Inline XBRL. | |
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.
| SPHERE ENTERTAINMENT CO. | ||||||
| Date: June 9, 2023 | ||||||
| By: | /s/ Gautam Ranji | |||||
| Name: | Gautam Ranji | |||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||||