Madison Square Garden Entertainment (NYSE: MSGE) stockholders approve board slate and say-on-pay

Rhea-AI Filing Summary

Madison Square Garden Entertainment Corp. reported the results of its annual stockholder meeting held on December 10, 2025. Class A stockholders, who have one vote per share, elected directors Martin Bandier, Donna M. Coleman, and Frederic V. Salerno, each receiving about 28.4 million votes "for" versus roughly 7.3 million votes withheld, with 2,450,439 broker non-votes on each.

Class B stockholders, whose shares carry ten votes each, unanimously elected nine directors, including James L. Dolan and other Dolan and Sweeney family members, with 68,667,540 votes "for" and no votes withheld or broker non-votes. Stockholders also approved other proposals, including one that received 106,753,379 votes "for" and a non-binding advisory say-on-pay vote (Proposal 3) that passed with 103,196,572 votes "for", 1,159,044 "against", 12,916 abstentions, and 2,450,439 broker non-votes, reflecting support from a majority of voting Class A shares and all Class B shares.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 10, 2025

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

(Exact Name of Registrant as Specified in Charter)

Nevada		001-41627		92-0318813
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Two Pennsylvania Plaza, New York, NY		10121
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 465-6000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Class A Common Stock		MSGE		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 10, 2025, Madison Square Garden Entertainment Corp. (the “Company”) held its annual meeting of stockholders. In accordance with the Company’s Articles of Incorporation, the Class A stockholders have one vote per share and the Class B stockholders have ten votes per share. The proposals are described in the Company’s proxy statement for the 2025 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on October 24, 2025. The final results for the votes regarding each proposal are set forth below.

1. The Company’s Class A stockholders elected the three directors listed below to the Board of Directors. The votes regarding this proposal were as follows:

		For				Withheld				Broker Non-Votes
Martin Bandier			28,360,758				7,340,234				2,450,439
Donna M. Coleman			28,380,375				7,320,617				2,450,439
Frederic V. Salerno			28,431,496				7,269,496				2,450,439

The Company’s Class B stockholders elected the nine directors listed below to the Board of Directors. The votes regarding this proposal were as follows:

		For				Withheld		Broker Non-Votes
James L. Dolan			68,667,540			0		0
Charles P. Dolan			68,667,540			0		0
Marianne Dolan Weber			68,667,540			0		0
Paul J. Dolan			68,667,540			0		0
Quentin F. Dolan			68,667,540			0		0
Ryan T. Dolan			68,667,540			0		0
Thomas C. Dolan			68,667,540			0		0
Brian G. Sweeney			68,667,540			0		0
Claire D. Sweeney			68,667,540			0		0

2. The Company’s Class A stockholders and Class B stockholders, voting together as a single class, ratified the appointment of the Company’s independent registered public accounting firm for the 2026 fiscal year. The votes regarding this proposal were as follows:

For		Against		Abstain		Broker Non-Votes
106,753,379		57,374		8,218		0

3. The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved in an advisory (non-binding) vote the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

For		Against		Abstain		Broker Non-Votes
103,196,572		1,159,044		12,916		2,450,439

The foregoing non-binding, advisory vote on Proposal 3 included the affirmative vote of a majority of the shares of the Company’s Class A common stock that were voted on the matter and 100% of the Company’s shares of Class B common stock.

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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.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.
(Registrant)
By:		/s/ Mark C. Cresitello
Name:		Mark C. Cresitello
Title:		Senior Vice President, Deputy General Counsel and Secretary

Dated: December 11, 2025

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FAQ

What did Madison Square Garden Entertainment (MSGE) stockholders vote on at the 2025 annual meeting?

Stockholders of Madison Square Garden Entertainment Corp. voted on the election of directors for both Class A and Class B shares and on additional proposals, including a non-binding advisory vote on executive compensation (Proposal 3).

Which directors were elected by Madison Square Garden Entertainment (MSGE) Class A stockholders?

Class A stockholders elected Martin Bandier, Donna M. Coleman, and Frederic V. Salerno. Each received around 28.4 million votes "for" and about 7.3 million votes withheld, with 2,450,439 broker non-votes recorded for each nominee.

How did Madison Square Garden Entertainment (MSGE) Class B stockholders vote on directors?

Class B stockholders, whose shares carry ten votes each, elected nine directors, including James L. Dolan, Charles P. Dolan, Marianne Dolan Weber, Paul J. Dolan, Quentin F. Dolan, Ryan T. Dolan, Thomas C. Dolan, Brian G. Sweeney, and Claire D. Sweeney, each receiving 68,667,540 votes "for" and no votes withheld or broker non-votes.

What was the outcome of Madison Square Garden Entertainment (MSGE) Proposal 3 say-on-pay vote?

The non-binding advisory say-on-pay vote (Proposal 3) at Madison Square Garden Entertainment Corp. received 103,196,572 votes "for", 1,159,044 "against", 12,916 abstentions, and 2,450,439 broker non-votes. The company stated this included the affirmative vote of a majority of the Class A shares voted and 100% of the Class B shares.

Were any other proposals approved at the Madison Square Garden Entertainment (MSGE) 2025 annual meeting?

Yes. One additional proposal received 106,753,379 votes "for", 57,374 votes "against", and 8,218 abstentions, with no broker non-votes, indicating it was approved by stockholders.

How do voting rights differ between Class A and Class B shares of Madison Square Garden Entertainment (MSGE)?

According to the company’s Articles of Incorporation, Class A stockholders have one vote per share, while Class B stockholders have ten votes per share, giving Class B holders greater voting power on matters submitted to stockholders.