TKO Group holders elect board, ratify KPMG

TKO Group Holdings, Inc. reported the results of its annual meeting of stockholders held on June 10, 2026.

Rhea-AI Filing Summary

TKO Group Holdings, Inc. reported the results of its annual meeting of stockholders held on June 10, 2026. Shares representing 187,379,656 votes, or approximately 98.03% of the voting power entitled to vote, were present or represented by proxy, indicating very high participation.

Stockholders elected twelve directors to serve until the 2027 annual meeting, with each nominee receiving a substantial majority of votes cast. The lowest "for" total among directors was 142,813,504 votes and several nominees received more than 178 million votes in favor, with broker non-votes reported for each nominee.

Stockholders also approved the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 187,147,670 votes for, 157,298 against, and 74,688 abstentions, and no broker non-votes on this item.

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

Voting power represented: 187,379,656 votes Voting participation rate: 98.03% of voting power Lowest director “for” votes: 142,813,504 votes +5 more

8 metrics

Voting power represented 187,379,656 votes Present or represented at annual meeting; 98.03% of voting power

Voting participation rate 98.03% of voting power Voting power entitled to vote at June 10, 2026 annual meeting

Lowest director “for” votes 142,813,504 votes Dwayne Johnson director election item

Highest director “for” votes 178,557,731 votes Jonathan A. Kraft director election item

Auditor ratification for votes 187,147,670 votes Ratification of KPMG LLP for fiscal year ending December 31, 2026

Auditor ratification against votes 157,298 votes Votes against KPMG LLP ratification

Auditor ratification abstentions 74,688 votes Abstentions on KPMG LLP ratification

Number of directors elected 12 directors Elected to serve until 2027 annual meeting

Key Terms

broker non-votes, independent registered public accounting firm, emerging growth company, proxy statement, +1 more

5 terms

broker non-votes financial

"Votes FOR, Votes WITHHELD, 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.

independent registered public accounting firm financial

"appointment of KPMG LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

emerging growth company regulatory

"Emerging growth company   On June 10, 2026, TKO Group Holdings"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

proxy statement regulatory

"each of which was described in the Company’s definitive Proxy Statement on Schedule 14A"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

annual meeting of stockholders financial

"held its annual meeting of stockholders (the “Annual Meeting”)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did TKO (TKO) stockholders vote on at the June 2026 annual meeting?

Stockholders voted to elect twelve directors to serve until the 2027 annual meeting and to ratify KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. Both proposals received strong approval based on votes cast.

How many votes were represented at TKO’s June 10, 2026 annual meeting?

Shares representing 187,379,656 votes were present or represented by proxy, equal to approximately 98.03% of the voting power entitled to vote at the meeting. This reflects very high participation from holders of Class A and Class B common stock voting as a single class.

Were all TKO (TKO) director nominees elected at the 2026 annual meeting?

All twelve director nominees were elected. Each nominee received a majority of votes cast, with individual “for” vote totals ranging from 142,813,504 to 178,557,731, along with reported votes withheld and broker non-votes for each director position on the ballot.

Which auditing firm did TKO (TKO) stockholders ratify for fiscal 2026?

Stockholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totals were 187,147,670 for, 157,298 against, and 74,688 abstentions, with no broker non-votes reported for this ratification proposal.

What level of support did TKO’s auditors receive in the ratification vote?

KPMG LLP received strong support, with 187,147,670 votes for ratification compared to 157,298 votes against and 74,688 abstentions. No broker non-votes were recorded on this item, indicating clear approval from the voting stockholders for the 2026 audit engagement.

How were TKO (TKO) shares counted for voting at the 2026 annual meeting?

Shares of Class A common stock and Class B common stock voted together as a single class. In total, these shares represented 187,379,656 votes at the meeting, which equaled approximately 98.03% of the voting power entitled to vote on the proposals presented.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/12/2026 - 04:30 PM EDT Learn about SEC filing dates

false 0001973266 0001973266 2026-06-10 2026-06-10

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

TKO Group Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-41797		92-3569035
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

200 Fifth Avenue, 7th Floor New York, New York		10010
(Address of principal executive offices)		(Zip Code)

(646) 558-8333

(Registrant’s telephone number, including area code)

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, $0.00001 par value per share		TKO		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, TKO Group Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, shares of Class A common stock and Class B common stock of the Company representing 187,379,656 votes, or approximately 98.03% of voting power entitled to vote at the Annual Meeting, voting as a single class, were present in person, by remote communication or represented by proxy at the Annual Meeting. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which was described in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2026.

Item 1 — Election of twelve directors to hold office until the Company’s annual meeting of stockholders to be held in 2027, and until their respective successors are duly elected and qualified.

NOMINEE		Votes FOR				Votes WITHHELD				Broker Non-Votes
Ariel Emanuel			158,897,037				19,984,134				8,498,485
Mark Shapiro			153,200,101				25,681,070				8,498,485
Peter C.B. Bynoe			168,018,196				10,862,975				8,498,485
Egon P. Durban			178,091,745				789,426				8,498,485
Dwayne Johnson			142,813,504				36,067,667				8,498,485
Bradley A. Keywell			178,548,765				332,406				8,498,485
Nick Khan			154,552,960				24,328,211				8,498,485
Steven R. Koonin			157,147,561				21,733,610				8,498,485
Jonathan A. Kraft			178,557,731				323,440				8,498,485
Sonya E. Medina			167,702,903				11,178,268				8,498,485
Nancy R. Tellem			178,542,999				338,172				8,498,485
Carrie Wheeler			178,403,184				477,987				8,498,485

Item 2 — Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Vote FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
187,147,670		157,298		74,688		0

Based on the foregoing votes, the twelve director nominees were elected and Item 2 was approved.

SIGNATURE

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.

TKO GROUP HOLDINGS, INC.
By:		/s/ Andrew Schleimer
Name:		Andrew Schleimer
Title:		Chief Financial Officer

Date: June 12, 2026

Filing Exhibits & Attachments

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