Sphere Entertainment (NYSE: SPHR) 2026 meeting backs full board slate

Rhea-AI Filing Summary

Sphere Entertainment Co. reported the final voting results from its 2026 annual meeting of stockholders held on June 10, 2026. Class A stockholders were entitled to one vote per share and Class B stockholders to ten votes per share. All named director nominees received majority support, with Class B stockholders electing eleven directors, each receiving 68,667,540 votes in favor and none withheld. One proposal received 93,553,873 votes for, 46,648 against and 69,880 abstentions. Another non-binding, advisory Proposal 3 passed with 85,248,065 votes for and 5,299,126 against. In a related vote on whether a matter should be considered every one, two or three years, 77,957,012 votes supported a three-year schedule compared with 12,574,218 votes for one year.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Class B director votes: 68,667,540 votes Proposal with broad support: 93,553,873 For / 46,648 Against Proposal 3 For votes: 85,248,065 For +3 more

6 metrics

Class B director votes 68,667,540 votes For each of eleven directors elected by Class B stockholders

Proposal with broad support 93,553,873 For / 46,648 Against Proposal receiving 69,880 abstentions and no broker non-votes

Proposal 3 For votes 85,248,065 For Non-binding, advisory Proposal 3 with 5,299,126 Against and 65,066 Abstain

Proposal 3 broker non-votes 3,058,144 shares Broker non-votes recorded on Proposal 3

Three-year option votes 77,957,012 votes Votes for a three-year schedule versus 12,574,218 for one year

One-year option votes 12,574,218 votes Votes for a one-year schedule on the frequency-related question

Key Terms

annual meeting of stockholders, broker non-votes, non-binding, advisory vote, Class B stockholders, +1 more

5 terms

annual meeting of stockholders regulatory

"On June 10, 2026, Sphere Entertainment Co. held its annual meeting of stockholders."

broker non-votes regulatory

"The final results for the votes regarding each proposal are set forth below... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding, advisory vote regulatory

"The foregoing non-binding, advisory vote on Proposal 3 included the affirmative vote of a majority..."

Class B stockholders financial

"The Company’s Class B stockholders elected the eleven directors listed below to the Board of Directors..."

Articles of Incorporation regulatory

"In accordance with the Company’s Articles of Incorporation, the Company’s Class A stockholders were entitled to one vote per share..."

A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.

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Understanding 8-K Material Events →

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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): June 10, 2026

SPHERE ENTERTAINMENT CO.

(Exact Name of Registrant as Specified in Charter)

Nevada		001-39245		84-3755666
(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: (725) 258-0001

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		SPHR		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 June 10, 2026, Sphere Entertainment Co. (the “Company”) held its annual meeting of stockholders. In accordance with the Company’s Articles of Incorporation, the Company’s Class A stockholders were entitled to one vote per share and the Company’s Class B stockholders were entitled to ten votes per share. The proposals are described in the Company’s proxy statement for the 2026 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 28, 2026. 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 for a term to expire at the 2027 annual meeting and until their successors have been elected and qualified. The votes regarding this proposal were as follows:

		For		Withheld		Broker Non-Votes
Joseph J. Lhota		13,723,204		8,226,042		3,053,615
Joel M. Litvin		17,918,465		4,030,781		3,053,615
Debra G. Perelman		17,926,501		4,022,745		3,053,615
John L. Sykes		13,571,974		8,377,272		3,053,615

The Company’s Class B stockholders elected the eleven directors listed below to the Board of Directors for a term to expire at the 2027 annual meeting and until their successors have been elected and qualified. 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
Kristin A. 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
Vincent Tese		68,667,540		0		0
Isiah L. Thomas III		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 year ending December 31, 2026. The votes regarding this proposal were as follows:

For		Against		Abstain		Broker Non-Votes
93,553,873		46,648		69,880		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
85,248,065		5,299,126		65,066		3,058,144

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.

4. The Company’s Class A stockholders and Class B stockholders, voting together as a single class, voted on an advisory (non-binding) basis, on the frequency of stockholder votes on executive compensation. The votes regarding this proposal were as follows:

Three Years		Two Years		One Year		Abstain		Broker Non-Votes
77,957,012		13,803		12,574,218		67,224		3,058,144

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.

SPHERE ENTERTAINMENT CO.
(Registrant)
By:		/s/ Mark C. Cresitello
Name:		Mark C. Cresitello
Title:		Senior Vice President, Deputy General Counsel and Secretary

Dated: June 12, 2026

FAQ

What did Sphere Entertainment (SPHR) disclose in this 8-K filing?

Sphere Entertainment disclosed the final voting results from its June 10, 2026 annual meeting of stockholders. The report details outcomes for director elections and several proposals, including advisory votes and a choice among one-, two-, or three-year schedules for a recurring matter.

How are Sphere Entertainment (SPHR) Class A and Class B votes structured?

Class A stockholders have one vote per share, while Class B stockholders have ten votes per share. This dual-class structure gives Class B holders significantly greater voting power, which influenced director elections and proposal outcomes at the 2026 annual meeting.

Were Sphere Entertainment (SPHR) director nominees approved at the 2026 meeting?

Yes, all listed director nominees were elected. Class B stockholders alone elected eleven directors, each receiving 68,667,540 votes for and zero withheld, ensuring their terms extend until the 2027 annual meeting and until successors are elected and qualified.

What was the outcome of Proposal 3 at Sphere Entertainment (SPHR)?

Proposal 3, a non-binding, advisory matter, received 85,248,065 votes for, 5,299,126 against and 65,066 abstentions. The approval included a majority of Class A shares voted on the matter and 100% of the Class B common stock voting in favor.

How did Sphere Entertainment (SPHR) stockholders vote on the three-, two-, or one-year schedule question?

Stockholders favored a three-year schedule, with 77,957,012 votes for three years, 13,803 for two years, and 12,574,218 for one year. There were 67,224 abstentions and 3,058,144 broker non-votes recorded on this frequency-related proposal.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB