Madison Square Garden Sports (NYSE: MSGS) details 2025 director elections and say-on-pay vote

Rhea-AI Filing Summary

Madison Square Garden Sports Corp. reported the results of its annual meeting of stockholders held on December 8, 2025. The company has a dual-class structure, with Class A shares carrying one vote per share and Class B shares carrying ten votes per share.

Class A stockholders voted on director nominees including Joseph M. Cohen, Nelson Peltz, Ivan Seidenberg and Anthony J. Vinciquerra, each receiving over 9.8 million votes “for” with additional votes “withheld” and broker non-votes recorded. Class B stockholders separately elected eleven directors, including James L. Dolan and other Dolan family members, with each nominee receiving 45,295,170 votes “for” and no votes withheld or broker non-votes.

Stockholders also approved additional proposals. One proposal received 63,161,238 votes for, 41,854 against and 31,853 abstentions. The non-binding, advisory vote on named executive officer compensation (Proposal 3) passed with 60,529,174 votes for, 1,043,169 against, 227,370 abstentions and 1,435,232 broker non-votes, including the affirmative vote of a majority of the Class A shares voted and all Class B shares.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 8, 2025

MADISON SQUARE GARDEN SPORTS CORP.

(Exact name of registrant as specified in its charter)

Nevada		1-36900		47-3373056
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2 Penn Plaza, New York, New York		10121
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (212) 465-4111

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:

☐ 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		MSGS		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 8, 2025, Madison Square Garden Sports 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 23, 2025. The final results for the votes regarding each proposal are set forth below.

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

		For				Withheld				Broker Non-Votes
Joseph M. Cohen			12,551,549				3,952,994				1,435,232
Nelson Peltz			9,804,901				6,699,642				1,435,232
Ivan Seidenberg			12,657,214				3,847,329				1,435,232
Anthony J. Vinciquerra			12,658,011				3,846,532				1,435,232

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

		For				Withheld				Broker Non-Votes
James L. Dolan			45,295,170				0				0
Charles P. Dolan			45,295,170				0				0
Marianne Dolan Weber			45,295,170				0				0
Paul J. Dolan			45,295,170				0				0
Quentin F. Dolan			45,295,170				0				0
Ryan T. Dolan			45,295,170				0				0
Thomas C. Dolan			45,295,170				0				0
Stephen C. Mills			45,295,170				0				0
Alan D. Schwartz			45,295,170				0				0
Brian G. Sweeney			45,295,170				0				0
Vincent Tese			45,295,170				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
63,161,238		41,854		31,853		0

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

For		Against		Abstain		Broker Non-Votes
60,529,174		1,043,169		227,370		1,435,232

The foregoing non-binding, advisory vote on NEO compensation (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.

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 SPORTS CORP.
(Registrant)
By:		/s/ Mark C. Cresitello
Name:		Mark C. Cresitello
Title:		Senior Vice President, Deputy General Counsel & Secretary

Dated: December 9, 2025

FAQ

What did Madison Square Garden Sports Corp. (MSGS) announce in this 8-K?

The company reported the final voting results from its December 8, 2025 annual meeting of stockholders, including director elections and advisory executive compensation approval.

How are voting rights structured for MSGS Class A and Class B stockholders?

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.

Which directors were elected by MSGS Class B stockholders?

Class B stockholders elected eleven directors, including James L. Dolan, Charles P. Dolan, Marianne Dolan Weber, Paul J. Dolan, Quentin F. Dolan, Ryan T. Dolan, Thomas C. Dolan, Stephen C. Mills, Alan D. Schwartz, Brian G. Sweeney and Vincent Tese, each receiving 45,295,170 votes for and no votes withheld.

Did MSGS stockholders approve executive compensation in the advisory vote?

Yes. The non-binding, advisory vote on named executive officer compensation (Proposal 3) received 60,529,174 votes for, 1,043,169 against, 227,370 abstentions and 1,435,232 broker non-votes, and included a majority of Class A shares voted and 100% of Class B shares.

What other proposal did MSGS stockholders approve at the annual meeting?

Stockholders approved another proposal with 63,161,238 votes for, 41,854 against and 31,853 abstentions, with no broker non-votes reported.

What is the trading symbol and exchange for Madison Square Garden Sports Corp.?

Madison Square Garden Sports Corp. Class A common stock trades under the symbol MSGS on the New York Stock Exchange.