8-K
Sphere Entertainment Co. (SPHR)
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 8, 2023
SPHERE ENTERTAINMENT CO.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-39245 | 84-3755666 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| Two Pennsylvania Plaza,<br> <br>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<br>Symbol(s) | Name of Each Exchange<br> <br>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 December 8, 2023, Sphere Entertainment Co. (the “Company”) held its annual meeting of stockholders. In accordance with the Company’s Amended and Restated Certificate 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 2023 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on October 25, 2023. 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<br>Non-Votes | |
| --- | --- | --- | --- |
| Joseph J. Lhota | 13,733,103 | 7,867,877 | 3,608,520 |
| Joel M. Litvin | 16,125,307 | 5,475,673 | 3,608,520 |
| John L. Sykes | 13,511,086 | 8,089,894 | 3,608,520 |
| Carl E. Vogel | 17,902,439 | 3,698,541 | 3,608,520 |
The Company’s Class B stockholders elected the twelve directors listed below to the Board of Directors. The votes regarding this proposal were as follows:
| For | Withheld | Broker<br>Non-Votes | |
|---|---|---|---|
| James L. Dolan | 68,667,540 | 0 | 0 |
| Charles F. 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 2024 fiscal year. The votes regarding this proposal were as follows: | ||
| --- | --- | ||
| For | Against | Abstain | Broker<br>Non-Votes |
| --- | --- | --- | --- |
| 93,808,948 | 53,947 | 14,145 | 0 |
| 3. | The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved the Company’s 2020 Employee Stock Plan, as amended. The votes regarding this proposal were as follows: | ||
| --- | --- | ||
| For | Against | Abstain | Broker<br>Non-Votes |
| --- | --- | --- | --- |
| 80,463,991 | 9,789,431 | 15,098 | 3,608,520 |
| 4. | The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved the Company’s 2020 Stock Plan for Non-Employee Directors, as amended. The votes regarding this proposal were as follows: | ||
| --- | --- | ||
| For | Against | Abstain | Broker<br>Non-Votes |
| --- | --- | --- | --- |
| 83,833,709 | 6,398,846 | 35,965 | 3,608,520 |
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| 5. | 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<br>Non-Votes |
| --- | --- | --- | --- |
| 82,115,751 | 8,111,012 | 41,757 | 3,608,520 |
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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.
| SPHERE ENTERTAINMENT CO. | |
|---|---|
| (Registrant) | |
| By: | /s/ Mark C. Cresitello |
| Name: | Mark C. Cresitello |
| Title: | Secretary |
Dated: December 11, 2023
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