UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On December 6, 2023, 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 2023 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on October 26, 2023. The final results for the votes regarding each proposal are set forth below.
| 1. | The Company’s Class A stockholders elected the three directors listed below to the Board of Directors. The votes regarding this proposal were as follows: |
| For | Withheld | Broker Non-Votes |
||||||||||
| Martin Bandier |
29,029,207 | 5,878,950 | 2,982,512 | |||||||||
| Donna M. Coleman |
29,143,640 | 5,764,517 | 2,982,512 | |||||||||
| Frederic V. Salerno |
29,148,703 | 5,759,454 | 2,982,512 | |||||||||
The Company’s Class B stockholders elected the nine 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 | |||
| 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 |
| 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 2024 fiscal year. The votes regarding this proposal were as follows: |
| For |
Against |
Abstain |
Broker | |||
| 106,198,605 | 351,744 | 7,860 | 0 |
| 3. | The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved the Company’s 2023 Employee Stock Plan. The votes regarding this proposal were as follows: |
| For |
Against |
Abstain |
Broker | |||
| 90,495,232 | 13,052,403 | 28,062 | 2,982,512 |
| 4. | The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved the Company’s 2023 Stock Plan for Non-Employee Directors. The votes regarding this proposal were as follows: |
| For |
Against |
Abstain |
Broker | |||
| 99,543,348 | 4,018,952 | 13,397 | 2,982,512 |
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| 5. | The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved in an advisory (non-binding) vote the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows: |
| For |
Against |
Abstain |
Broker | |||
| 102,040,491 | 1,495,508 | 39,698 | 2,982,512 |
The foregoing non-binding, advisory vote on Proposal 5 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.
| 6. | The Company’s Class A stockholders and Class B stockholders, voting together as a single class, voted on an advisory (non-binding) basis, on the frequency of future advisory votes on executive compensation. The votes regarding this proposal were as follows: |
| Three Years |
Two Years |
One Year |
Abstain |
Broker | ||||
| 80,426,535 | 47,176 | 23,092,962 | 9,024 | 2,982,512 |
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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.
| MADISON SQUARE GARDEN ENTERTAINMENT CORP. | ||
| (Registrant) | ||
| By: | /s/ Mark C. Cresitello | |
| Name: | Mark C. Cresitello | |
| Title: | Secretary | |
Dated: December 7, 2023
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