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; the meeting will be held virtually and requires advance registration by June 5, 2025.

• The Board unanimously recommends voting in favor of the Nevada redomestication, citing increased legal predictability, reduced litigation risk, and significant annual franchise tax savings (approximately $248,000 per year).

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

• The proposal is expected to be approved due to the Dolan Family Group’s control of all Class B shares, which carry ten votes per share and represent a majority of voting power.

Voting matters and shareholder proposals

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

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

• Stockholder proposals for the 2025 annual meeting must be submitted by June 26, 2025, and comply with SEC rules and company bylaws.

Board of directors and corporate governance

• The Board evaluated the legal and business environment in Delaware and Nevada, considering recent Delaware case law and legislative changes, and determined Nevada offers more statutory clarity and director protections.

• The Board, management, and committee structure will remain unchanged after redomestication.

• The Nevada articles and bylaws closely mirror the Delaware documents but include certain updates, such as forum selection and explicit opt-out of Nevada’s control share statutes.