Madison Square Garden Sports (MSGS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on December 4, 2024, to vote on director elections, auditor ratification, amendments to stock plans, and an advisory say-on-pay vote.

• The company owns major sports franchises, including the Knicks and Rangers, and reported record revenues of $1.03 billion and operating income of $146 million for fiscal year 2024.

• The board recommends voting in favor of all proposals, including the election of 17 directors and approval of amended stock plans.

Voting matters and shareholder proposals

• Proposals include: election of directors, ratification of Deloitte as auditor, approval of amended employee and director stock plans, and an advisory vote on executive compensation.

• The Dolan family, through Class B shares, controls the outcome of all proposals and director elections.

• Shareholders can vote electronically, by phone, or by mail, and must register in advance to attend the virtual meeting.

• Proposals to amend the 2015 Employee Stock Plan and Director Stock Plan extend their terms and adjust eligibility, with no increase in authorized shares for the employee plan and a 100,000 share increase for the director plan.

Board of directors and corporate governance

• The board will be reduced from 18 to 17 members, with 5 Class A and 12 Class B nominees, all for one-year terms.

• Class A directors are all independent; Class B directors include family members and executives with deep industry experience.

• The board conducts annual self-assessments and maintains independent audit and compensation committees.

• The company is a controlled company and not subject to certain NYSE independence requirements, but maintains significant independent oversight.