UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 20, 2024, Madison Square Garden Entertainment Corp. (the “Company”) entered into a renewal employment agreement with James L. Dolan (the “Renewal Agreement”), effective July 1, 2024, the date immediately following the date the current employment agreement between the Company and Mr. Dolan will expire. The Renewal Agreement provides for Mr. Dolan’s continued employment as Executive Chairman and Chief Executive Officer of the Company.
Pursuant to the Renewal Agreement, effective July 1, 2024, Mr. Dolan will receive an annual base salary not less than $1,500,000 and, consistent with the current employment agreement, an annual target bonus opportunity equal to not less than 200% of his annual base salary. Consistent with the current employment agreement, Mr. Dolan is also eligible, subject to his continued employment by the Company, to participate in such long-term incentive programs that are made available in the future to similarly situated executives of the Company. Commencing with the fiscal year starting July 1, 2024, it is expected that Mr. Dolan will receive one or more annual long-term awards with an aggregate target value of not less than $8,600,000.
The Renewal Agreement provides for a term expiring on June 30, 2027 (the “Scheduled Expiration Date”). The Renewal Agreement includes provisions substantially similar to those in the current employment agreement relating to benefit plan participation, general role and responsibilities (with reference to his service with affiliated entities), severance payments and entitlements payable upon the Company’s involuntary termination of Mr. Dolan’s employment for any reason other than “cause” (as defined in the Renewal Agreement), or Mr. Dolan’s termination for “good reason” (as defined in the Renewal Agreement) and when cause does not then exist (in each case, occurring on or prior to the Scheduled Expiration Date), and payments and entitlements payable upon Mr. Dolan’s death or disability before the Scheduled Expiration Date. The Renewal Agreement permits Mr. Dolan to serve on outside boards under certain circumstances, and includes a sixty days prior written notice requirement if Mr. Dolan voluntarily resigns without good reason.
Consistent with the current employment agreement, the Renewal Agreement contains certain covenants by Mr. Dolan, including a noncompetition agreement that restricts Mr. Dolan’s ability to engage in competitive activities described in the Renewal Agreement until the first anniversary of a termination of his employment with the Company.
The description above is qualified in its entirety by reference to the Renewal Agreement, which is attached as Exhibit 10.1 hereto and incorporated into this Item 5.02 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |
| 10.1 | Employment Agreement, dated as of June 20, 2024, between Madison Square Garden Entertainment Corp. and James L. Dolan. † | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| † | This exhibit is a management contract or a compensatory plan or arrangement. |
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.
| Date: June 21, 2024 | MADISON SQUARE GARDEN ENTERTAINMENT CORP. | |||||
| By: | /s/ Mark Cresitello | |||||
| Name: | Mark Cresitello | |||||
| Title: | Secretary | |||||