Madison Square Garden Sports (MSGS) Proxy Filing summary

Executive summary

• A special meeting is scheduled for June 10, 2025, to vote on redomesticating the company from Delaware to Nevada by conversion, with no in-person attendance; participation is via virtual webcast.

• The Board unanimously recommends voting in favor of the Nevada redomestication, citing increased legal predictability, reduced litigation risk, and significant annual franchise tax savings.

• The redomestication will not affect the company’s business operations, management, headquarters, or stock exchange listing; all shares and equity awards will convert on a one-for-one basis.

• The Dolan Family Group, holding all Class B shares with ten votes per share, has the power to approve the proposal regardless of other votes.

• The process is expected to be tax-neutral for shareholders and the company, with no need to exchange stock certificates.

Voting matters and shareholder proposals

• The sole proposal is the approval of the redomestication to Nevada; no other matters are expected at the meeting.

• Shareholders of record as of April 14, 2025, are eligible to vote; a majority of voting power is required for approval.

• Stockholder proposals for the 2025 annual meeting must be submitted by June 26, 2025, following SEC and bylaw requirements.

Board of directors and corporate governance

• The Board and management have reviewed the legal landscape and determined Nevada law offers more certainty and flexibility, especially for companies with controlling shareholders.

• The Board’s evaluation included recent Delaware legal developments and anticipated cost savings.

• The Board will remain unchanged after redomestication, and all current directors and officers will retain their positions.