Madison Square Garden Sports (MSGS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on December 8, 2025, with voting on director elections, auditor ratification, and an advisory say-on-pay vote.

• The company operates major sports franchises, including the Knicks and Rangers, and reported $1.04 billion in revenue and $14.8 million in operating income for fiscal 2025.

• Key operational highlights include record suite revenues, strong ticket renewal rates, and expanded marketing partnerships.

• Forward-looking statements caution about risks and uncertainties affecting future performance.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 15 directors (4 Class A, 11 Class B), ratification of Deloitte as auditor, and an advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

• Only shareholders of record as of October 16, 2025, may vote.

• Proposals require a majority or plurality, with Class B shares (controlled by the Dolan family) holding significant voting power.

• Procedures for submitting shareholder proposals for the 2026 meeting are outlined.

Board of directors and corporate governance

• Board consists of 15 nominees with a mix of Class A and Class B directors, ensuring at least 25% Class A representation.

• Board committees (Audit and Compensation) are 100% independent.

• Annual board and committee self-assessments are conducted.

• No lead independent director due to controlled company status; board leadership structure may be revisited.

• Stockholder engagement is a priority, with management engaging holders of over 60% of Class A shares in 2025.