TKO Group Holdings, Inc DEF 14A, filed Apr 25, 2025
TKO Group Holdings, Inc. (TKO)
About this DEF 14A
TKO Group Holdings, Inc filed this DEF 14A on April 25, 2025.
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Filed by the Registrant ☒ |
Filed by a Party other than the Registrant ☐ |
Check the appropriate box: | ||
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Preliminary Proxy Statement | |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
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Definitive Proxy Statement | |
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Definitive Additional Materials | |
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Soliciting Material Pursuant to § 240.14a-12 | |
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| ☐ | Fee paid previously with preliminary materials | |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |
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TKO Group Holdings, Inc.
200 Fifth Ave, 7th Floor
New York, NY 10010
April 25, 2025
Dear Fellow Stockholders:
On behalf of the Board of Directors, I invite you to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of TKO Group Holdings, Inc., which will be held on Thursday, June 12, 2025 at 4:30 p.m. Eastern Time. The Annual Meeting will be a completely virtual meeting via live webcast.
In accordance with the Securities and Exchange Commission rules allowing companies to furnish proxy materials to their stockholders over the Internet, we have sent stockholders of record of our common stock with voting rights as of the close of business on April 17, 2025 a Notice of Internet Availability of Proxy Materials at the close of business on April 25, 2025. The notice contains instructions on how to access our Proxy Statement and Annual Report and vote online. If you would like to receive a printed copy of our proxy materials instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice, as well as in the attached Proxy Statement.
Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the Annual Meeting.
Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the meeting whether or not you plan to attend it virtually. Please vote electronically over the Internet, by telephone or, if you receive a paper copy of the proxy card by mail, by returning your signed proxy card in the envelope provided. You may also vote your shares online during the Annual Meeting. Instructions on how to vote live while participating at the Annual Meeting are posted at www.virtualshareholdermeeting.com/TKO2025.
On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.
Ariel Emanuel, Executive Chair and CEO
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TKO Group Holdings, Inc.
200 Fifth Ave, 7th Floor
New York, NY 10010
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 12, 2025
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of TKO Group Holdings, Inc., a Delaware corporation (the “Company”), will be held on Thursday, June 12, 2025, at 4:30 p.m. Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/TKO2025. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying proxy statement (the “Proxy Statement”) in the section titled “General Information about the Annual Meeting and Voting—How can I attend and vote at the Annual Meeting?”
The Annual Meeting is being held to:
1. elect Ariel Emanuel, Mark Shapiro, Peter C.B. Bynoe, Egon P. Durban, Dwayne Johnson, Bradley A. Keywell, Nick Khan, Steven R. Koonin, Jonathan A. Kraft, Sonya E. Medina, Nancy R. Tellem and Carrie Wheeler to serve as directors on the Company’s Board of Directors (the “Board”) for a term expiring at the Company’s annual meeting of stockholders to be held in 2026 (the “2026 Annual Meeting”) and until his or her respective successor has been elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal;
2. ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and
3. transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.
These items of business are described in the Proxy Statement that follows this notice. Holders of record of our common stock with voting rights as of the close of business on April 17, 2025 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof.
Your vote is important. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation.
Please promptly vote your shares by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by completing, signing, dating and returning your proxy card or by Internet or telephone voting as described on your proxy card.
| By Order of the Board of Directors, |
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| Seth Krauss |
| Chief Administrative Officer & Senior Counsel to the Board of Directors and Senior Management |
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This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about April 25, 2025.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting. This Proxy Statement and our Annual Report are available free of charge at www.proxyvote.com.
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SCHEDULE 14A
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| STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS | 75 | |||
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| 2024 ANNUAL REPORT, ADDITIONAL INFORMATION AND WEBSITE DISCLOSURE |
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PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 12, 2025
This proxy statement (the “Proxy Statement”) and our annual report for the fiscal year ended December 31, 2024 (the “Annual Report” and, together with the Proxy Statement, the “proxy materials”) are being furnished by and on behalf of the Board of TKO Group Holdings, Inc. in connection with our 2025 annual meeting of stockholders (the “Annual Meeting”). This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about April 25, 2025.
Certain Defined Terms
As used in this Proxy Statement, unless we state or the context otherwise requires:
| • | “we,” “us,” “our,” “TKO,” the “Company,” and similar references refer (1) prior to the consummation of the TKO Transactions (as defined below) to Zuffa Parent, LLC (n/k/a TKO Operating Company, LLC), and (2) after the consummation of the TKO Transactions to TKO Group Holdings, Inc. and its consolidated subsidiaries. |
| • | “Board” or “Board of Directors” refers to the board of directors of TKO Group Holdings, Inc. |
| • | “Class A common stock” refers to the Class A common stock, par value $0.00001 per share, of TKO. |
| • | “Class B common stock” refers to the Class B common stock, par value $0.00001 per share, of TKO. |
| • | “Common Stock” refers to the Class A common stock and the Class B common stock. |
| • | “EGH Designees” refers to the members of the Board selected by the EGH Subscribers pursuant to the Governance Agreement. |
| • | “EGH Subscribers” refers to, collectively, Endeavor OpCo, January Capital Sub, LLC, a Delaware limited liability company and subsidiary of Endeavor Group Holdings, Inc., and January Capital Holdco, LLC, a Delaware limited liability company and subsidiary of Endeavor Group Holdings, Inc. |
| • | “Endeavor Group Holdings, Inc.” refers to Endeavor Group Holdings, Inc., a Delaware corporation. |
| • | “Endeavor OpCo” refers to Endeavor Operating Company, LLC, a Delaware limited liability company and subsidiary of Endeavor Group Holdings, Inc. |
| • | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended. |
| • | “Governance Agreement” refers to the governance agreement, entered into by and among Endeavor Group Holdings, Inc., the EGH Subscribers, TKO OpCo, Mr. Vincent McMahon and TKO Group Holdings, Inc. in connection with the completion of the TKO Transactions, as amended. |
| • | “NYSE” refers to the New York Stock Exchange. |
| • | “TKO Group Holdings, Inc.” refers to TKO Group Holdings, Inc., a Delaware corporation. |
| • | “TKO OpCo” refers to TKO Operating Company, LLC, a Delaware limited liability company and our direct subsidiary. |
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| • | “TKO OpCo Units” refers to all of the existing equity interests in TKO OpCo. |
| • | “TKO Transactions” refer, collectively, to the merger of the businesses of UFC and WWE under TKO Group Holdings, Inc. consummated in September 2023. |
| • | “Transaction Agreement” refers to the transaction agreement entered into by Endeavor Group Holdings, Inc., WWE, Endeavor OpCo, TKO OpCo, TKO Group Holdings, Inc. and Merger Sub on April 2, 2023. |
| • | “UFC” refers to the Ultimate Fighting Championship. |
| • | “VWAP” means as of an applicable date, the volume weighted average price per share of the applicable security on such security’s principal trading market (as reported by Bloomberg L.P. (or its successor) or, if not available, by another authoritative source determined by TKO Group Holdings, Inc.) from 9:30 a.m. (New York City time) on the relevant trading day to 4:00 p.m. (New York City time) on such date. |
| • | “WME Group” refers to the portfolio of representation businesses owned by Endeavor Group Holdings, Inc. following the take-private of Endeavor Group Holdings, Inc. by Silver Lake and the other co-investors in March 2025. |
| • | “WWE” refers to World Wrestling Entertainment, Inc. (n/k/a World Wrestling Entertainment, LLC). |
| • | “WWE Designees” refers the members of the Board selected by WWE pursuant to the Governance Agreement. |
| • | “Zuffa” refers to Zuffa Parent, LLC (n/k/a TKO Operating Company, LLC). |
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GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
When and where will the Annual Meeting be held?
The Annual Meeting will be held on Thursday, June 12, 2025 at 4:30 p.m. Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/TKO2025 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote or ask questions as of the close of business on April 17, 2025 (the “Record Date”).
What are the purposes of the Annual Meeting?
The purpose of the Annual Meeting is to vote on the following items described in this Proxy Statement:
| • | Proposal No. 1: Election of the director nominees listed in this Proxy Statement. |
| • | Proposal No. 2: Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2025. |
Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy Statement?
At the date this Proxy Statement went to press, we did not know of any matters to be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the meeting or any adjournment or postponement thereof for consideration, and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.
Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a paper copy of proxy materials?
The rules of the Securities and Exchange Commission (the “SEC”) permit us to furnish proxy materials, including this Proxy Statement and the Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Stockholders will not receive paper copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (the “Notice and Access Card”) provides instructions on how to access and review on the Internet all of the proxy materials. The Notice and Access Card also instructs you as to how to authorize, via the Internet or telephone, your proxy to vote your shares according to your voting instructions. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials described in the Notice and Access Card.
What does it mean if I receive more than one Notice and Access Card or more than one set of proxy materials?
It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Notice and Access Card or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope.
Can I vote my shares by filling out and returning the Notice and Access Card?
No. The Notice and Access Card identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and Access Card and returning it. If you would like a paper proxy card, you
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should follow the instructions in the Notice and Access Card. The paper proxy card you receive will also provide instructions as to how to authorize via the Internet or telephone your proxy to vote your shares according to your voting instructions. Alternatively, you can mark the paper proxy card with how you would like your shares voted, sign the proxy card and return it in the envelope provided.
Who is entitled to vote at the Annual Meeting?
Holders of record of shares of our Common Stock as of the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment thereof. At the close of business on the Record Date, there were 81,739,666 shares of our Class A common stock and 116,158,615 shares of our Class B common stock issued and outstanding and entitled to vote. Each share of Class A common stock and Class B common stock is entitled to one vote. The holders of Class A common stock and Class B common stock will vote together as a single class on all matters to be presented to stockholders at the Annual Meeting.
You will need to obtain your own Internet access if you choose to attend the Annual Meeting online and/or vote over the Internet.
To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Notice and Access Card, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote or ask questions. The meeting webcast will begin promptly at 4:30 p.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 4:15 p.m. Eastern Time, and you should allow ample time for the check-in procedures.
What is the difference between being a “record holder” and holding shares in “street name”?
A record holder (also called a “registered holder”) holds shares in his or her name. Shares held in “street name” means that shares are held in the name of a bank, broker or other nominee on the holder’s behalf.
What do I do if my shares are held in “street name”?
If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” The Notice and Access Card or the proxy materials, if you elected to receive a hard copy, has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.
How many shares must be present to hold the Annual Meeting?
A quorum must be present at the Annual Meeting for any business to be conducted. The holders of a majority in voting power of the Company’s capital stock issued and outstanding and entitled to vote, present in person, or by remote communication, or represented by proxy constitutes a quorum. If you sign and return your paper proxy card or authorize a proxy to vote electronically or telephonically, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote as indicated in the proxy materials.
Broker non-votes will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting.
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What are “broker non-votes”?
A “broker non-vote” occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at their discretion.
Under current NYSE interpretations that govern broker non-votes, Proposal No. 1 is considered a “non-routine” matter, and a broker will lack the authority to vote uninstructed shares at their discretion on this proposal. Proposal No. 2 is considered a “routine” matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.
What if a quorum is not present at the Annual Meeting?
If a quorum is not present or represented at the scheduled time of the Annual Meeting, (i) the chairperson of the Annual Meeting or (ii) a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in person, or by remote communication, as applicable, or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.
How do I vote my shares without attending the Annual Meeting?
We recommend that stockholders vote by proxy even if they plan to attend the Annual Meeting and vote electronically. If you are a stockholder of record, there are three ways to vote by proxy:
| • | by Telephone before the Annual Meeting—You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card; |
| • | by Internet before the Annual Meeting—You can vote over the Internet at www.proxyvote.com by following the instructions on the Internet Notice or proxy card; or |
| • | by Mail before the Annual Meeting—You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail. |
Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 11, 2025.
If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions on how to vote from the bank, broker or holder of record. You must follow the instructions of such bank, broker or holder of record in order for your shares to be voted.
How can I attend and vote at the Annual Meeting?
We will be hosting the Annual Meeting live via audio webcast. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/TKO2025. If you were a stockholder as of the Record Date, or you hold a valid proxy for the Annual Meeting, you can vote at the Annual Meeting. A summary of the information you need to attend the Annual Meeting online is provided below:
| • | Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/TKO2025. |
| • | Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/TKO2025 on the day of the Annual Meeting. |
| • | Webcast starts at 4:30 p.m. Eastern Time on June 12, 2025, and online check-in starts at 4:15 p.m. Eastern Time. |
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| • | You will need your 16-Digit Control Number to enter the Annual Meeting. |
| • | Stockholders may submit questions while attending the Annual Meeting via the Internet. |
To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Notice and Access Card, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote or ask questions.
What if I have technical difficulties or trouble accessing the virtual meeting website during the check-in time or during the Annual Meeting?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.
Will I be able to ask questions at the Annual Meeting?
As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer appropriate questions submitted during the meeting and that relate to the matters to be voted on. We intend to reserve up to ten minutes before the closing of the polls to address questions submitted. Only stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “How can I attend and vote at the Annual Meeting?” will be able to submit questions during the Annual Meeting. Additionally, our Annual Meeting will follow “Rules of Conduct,” which will be available on our Annual Meeting webpage for stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”). Under these Rules of Conduct, a stockholder may ask up to two questions, and we will not address questions that are, among other things:
| • | irrelevant to the business of the Company or to the business of the Annual Meeting; |
| • | related to material non-public information of the Company; |
| • | related to personal grievances; |
| • | derogatory references to individuals or that are otherwise in bad taste; |
| • | repetitious statements already made by another stockholder; |
| • | in furtherance of the stockholder’s personal or business interests; or |
| • | out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair or Corporate Secretary in their reasonable judgment. |
Additional information regarding the Q&A session will be available in the “Rules of Conduct” available on the Annual Meeting webpage for stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “How can I attend and vote at the Annual Meeting?”
How does the Board recommend that I vote?
The Board recommends that you vote:
| • | FOR the nominees to the Board set forth in this Proxy Statement. |
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| • | FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2025. |
How many votes are required to approve each proposal?
The table below summarizes the proposals that will be voted on, the vote required to approve each item and how votes are counted:
| Proposal |
Votes Required |
Voting Options | Effect of “Withhold” or “Abstain” Votes |
Effect of Broker Non-Votes | ||||||||||||
| Proposal No. 1: Election of Directors |
The plurality of the votes cast. | “FOR ALL” “WITHHOLD ALL” “FOR ALL EXCEPT” |
None | None | ||||||||||||
| Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm |
The affirmative vote of the holders of a majority of the votes cast (excluding abstentions and broker non-votes). | “FOR” “AGAINST” “ABSTAIN” |
None | None(1) |
| (1) | As this proposal is considered a “routine” matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal. As a result, we do not expect any broker non-votes on this proposal. |
What if I do not specify how my shares are to be voted?
If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are set forth above, as well as with the description of each proposal in this Proxy Statement.
Who will count the votes?
Representatives of Broadridge Investor Communications Services (“Broadridge”) will tabulate the votes, and a representative of Broadridge will act as inspector of election.
Can I revoke or change my vote after I submit my proxy?
Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:
| • | sending a written statement to that effect to the attention of our Secretary at our corporate offices, provided such statement is received no later than June 11, 2025; |
| • | voting again by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m., Eastern time, on June 11, 2025; |
| • | submitting a properly signed proxy card with a later date that is received no later than June 11, 2025; or |
| • | attending the Annual Meeting, revoking your proxy and voting again. |
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If you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy at the Annual Meeting if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.
Your most recent proxy card or telephone or Internet proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Company before your proxy is voted or you vote at the Annual Meeting.
Who will pay for the cost of this proxy solicitation?
We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.
Why hold a virtual meeting?
We wish to provide expanded access, improved communication and cost savings for our stockholders and the Company while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting. Furthermore, as part of our effort to maintain a safe and healthy environment for our directors, members of management and stockholders who wish to attend the Annual Meeting, we believe that hosting a virtual meeting is in the best interest of the Company and its stockholders and enables increased stockholder attendance and participation because stockholders can participate in a virtual meeting from any location around the world.
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PROPOSAL NO. 1 ELECTION OF DIRECTORS
Board Size and Structure
We currently have 12 directors serving on the Board. Each director is to hold office for a term expiring at the Company’s next annual meeting of stockholders and until his or her respective successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal.
We are party to the Governance Agreement, which provides, among other things, that, subject to the rights to designate a replacement as otherwise set forth therein, the Board has the right to designate nominees for election at annual stockholder meetings for, or to fill vacancies in, all director positions.
Pursuant to the Governance Agreement, the size of our Board is set at 13 directors. The EGH Subscribers are currently entitled to designate seven directors (the “EGH Designees”), and WWE’s initial director designees or their successors, as applicable, are currently entitled to designate six directors (the “WWE Designees”), as described below, in each case subject to specified conditions as described below under “Certain Transactions with Related Persons—Governance Agreement.” The Governance Agreement provides that, until December 31, 2025 (the “Sunset Date”), our slate of individuals nominated for election to the Board must include all WWE Designees, at least three of whom must qualify as “independent” as defined under the Company’s amended and restated bylaws (the “Bylaws”) and described below under “Corporate Governance—Director Independence.” The Governance Agreement also provides that, until the Sunset Date, there shall be seven EGH Designees, and, until the date on which Endeavor Group Holdings, Inc. no longer owns, directly or indirectly, more than 20% in the aggregate of the voting power of the then-outstanding shares of capital stock of TKO Group Holdings, Inc., the slate of individuals nominated for election to the Board must include the EGH Designees, provided that the EGH Designees shall at all times include at least three independent directors. Designation rights with respect to the EGH Designees and the WWE Designees expire on the Sunset Date.
For so long as any nominating person has the right to designate an EGH Designee or a WWE Designee, in the event that (a) a vacancy is created at any time by the death, disability, retirement, resignation or removal of an EGH Designee or a WWE Designee or (b) an individual is disqualified by the Board or the Nominating and Corporate Governance Committee (the “Nominating Committee”), then the applicable nominating person may designate another individual as its designee to either fill the applicable vacancy or be included on the slate of nominees to be recommended by the Board for election at its next meeting of the stockholders, and TKO Group Holdings, Inc. will take all necessary action within its control so that each replacement nominee is nominated and elected to the Board.
Each of Egon P. Durban, Ariel Emanuel, Bradley A. Keywell, Jonathan A. Kraft, Sonya E. Medina, Mark Shapiro and Carrie Wheeler serve as the EGH Designees, and each of Peter C.B. Bynoe, Dwayne Johnson, Nick Khan, Steven R. Koonin, and Nancy R. Tellem serve as the WWE Designees. The WWE Designees have not designated a sixth director to fill the vacancy resulting from the former Executive Chair’s departure.
Subject to the Governance Agreement, our Certificate of Incorporation provides that any director may be removed with or without cause by the affirmative vote of holders representing of at least a majority of the total voting power of our issued and outstanding capital stock, voting together as a single class. Designation rights with respect to the EGH Designees and the WWE Designees and other appointment provisions expire on the Sunset Date, and, other than certain provisions that will survive under the Governance Agreement, the Governance Agreement will terminate pursuant to its terms at 12:01 a.m., Eastern Time, on January 1, 2026, the day following the Sunset Date. See “Certain Transactions with Related Persons—Governance Agreement.”
Nominees for Director
Under the Governance Agreement, subject to the rights to designate a replacement as otherwise set forth therein, the Board has the right to designate nominees for election at annual stockholder meetings for all director
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positions. Mr. Emanuel, Mr. Shapiro, Mr. Bynoe, Mr. Durban, Mr. Johnson, Mr. Keywell, Mr. Khan, Mr. Koonin, Mr. Kraft, Ms. Medina, Ms. Tellem and Ms. Wheeler have been nominated by the Board to stand for election at this Annual Meeting. Each nominee’s current term of service will expire at the Annual Meeting. If elected by the stockholders at the Annual Meeting, each nominee will serve for a term expiring at the Company’s annual meeting of stockholders to be held in 2026 (the “2026 Annual Meeting”) and the election and qualification of her or his successor, or until her or his earlier death, resignation or removal.
Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. If, however, prior to the Annual Meeting, the Board should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board’s discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. The Board has no reason to believe that any of the nominees will be unable to serve. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal.
Information About Board Nominees
The following pages contain certain biographical information as of April 25, 2025 for each nominee for director and each director whose term as a director will continue after the Annual Meeting, including all positions she or he holds, her or his principal occupation and business experience for the past five years, and the names of other publicly-held companies of which the director or nominee currently serves as a director or has served as a director during the past five years.
We believe that all of our directors and nominees: display personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board and its committees; skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our Company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board to the conclusion that such individual should serve as a director in light of our business and structure.
Director Nominees for Election to a One Year Term Expiring at the 2026 Annual Meeting
| Directors |
Age |
Served as Director Since | Current Positions with TKO | |||||||||
| Ariel Emanuel |
64 | September 2023 | Executive Chair and Chief Executive Officer, TKO | |||||||||
| Mark Shapiro |
55 | September 2023 | Director, President and Chief Operating Officer, TKO | |||||||||
| Peter C.B. Bynoe |
74 | September 2023 | Director | |||||||||
| Egon P. Durban |
51 | September 2023 | Director | |||||||||
| Dwayne Johnson |
52 | January 2024 | Director | |||||||||
| Bradley A. Keywell |
55 | January 2024 | Director | |||||||||
| Nick Khan |
50 | September 2023 | Director, President, WWE | |||||||||
| Steven R. Koonin |
67 | September 2023 | Lead Independent Director | |||||||||
| Jonathan A. Kraft |
61 | September 2023 | Director | |||||||||
| Sonya E. Medina |
49 | September 2023 | Director |
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| Directors |
Age |
Served as Director Since | Current Positions with TKO | |||||||||
| Nancy R. Tellem |
72 | September 2023 | Director | |||||||||
| Carrie Wheeler |
53 | September 2023 | Director |
Ariel Emanuel became the Chief Executive Officer and a director of TKO Group Holdings, Inc. on September 12, 2023 and was appointed Executive Chair in February 2024. Mr. Emanuel has also served as Executive Chairman of WME Group since March 2025. Mr. Emanuel has served as a member of the Board of Directors of Endeavor Group Holdings, Inc. (formerly NYSE-listed) since June 2009, and previously served as Chief Executive Officer of Endeavor from October 2017 to March 2025. He previously served as the Co-Chief Executive Officer of Endeavor from July 2014 to October 2017, and as Co-Chief Executive Officer of William Morris Endeavor Entertainment, LLC from 2009 to July 2014. Mr. Emanuel previously served on the board of directors of ContextLogic Inc. (d/b/a Wish) (Nasdaq) and Live Nation Entertainment, Inc. (NYSE). Mr. Emanuel is a graduate of Macalester College. We believe that Mr. Emanuel is qualified to serve on our Board because of his extensive experience in the sports, media and live entertainment industries.
Mark Shapiro became the President and Chief Operating Officer and a director of TKO Group Holdings, Inc. on September 12, 2023. Mr. Shapiro has also served as President and Managing Partner of WME Group since March 2025. Mr. Shapiro has served as a member of the Board of Directors of Endeavor Group Holdings, Inc. (formerly NYSE-listed) since March 2025. He previously served as President and Chief Operating Officer of Endeavor from April 2023 to March 2025 and as its President from December 2018 to March 2025. He previously served as the Co-President of Endeavor from November 2016 to December 2018 and as Chief Content Officer of Endeavor from September 2014 to November 2016. Prior to that, Mr. Shapiro served in various executive positions at Dick Clark Productions from May 2010 to September 2014, including as Chief Executive Officer and as Executive Producer. From February 2006 through May 2010, he served as a Director, President and Chief Executive Officer of Six Flags Entertainment Corporation (NYSE) and worked for ESPN as Senior Vice President and later Executive Vice President of Programming and Production from 2002 to May 2005. Mr. Shapiro currently serves as a member of the board of trustees of Equity Residential (NYSE) and as the Chairman of Captivate Network. Mr. Shapiro previously served as a member of the board of directors of Live Nation Entertainment, Inc. (NYSE), Frontier Communications Corporation (Nasdaq), Papa Johns International, Inc. (Nasdaq) and Bright Lights Acquisition Corp., formerly a public special purpose acquisition company. Mr. Shapiro is a graduate of University of Iowa. We believe that Mr. Shapiro is qualified to serve on our Board because of his extensive experience in the sports, media and entertainment industries and his prior service on public company boards.
Peter C.B. Bynoe became a director of TKO Group Holdings, Inc. on September 12, 2023. Mr. Bynoe has served in multiple roles, including as Senior Advisor and Equity Partner, at DLA Piper LLP (US), a global law firm, since March 1995. He previously served as Managing Director of Equity Group Investments, L.L.C. from September 2013 to December 2019 and as Managing Partner of the NBA’s Denver Nuggets from November 1989 to September 1992. Mr. Bynoe was a Partner and COO of Loop Capital Markets, an international investment banking firm, from January 2009 through August 2013. Mr. Bynoe has served on the board of directors of Flagship Communities Real Estate Investment Trust since October 2020, Ardent Health Services, LLC since November 2015, Rush University Medical Center since November 1993, and the Goodman Theatre since March 1984. Ardent Health Services, LLC consummated an initial public offering on July 18, 2024, and is now Ardent Health Partners, Inc. (NYSE). Mr. Bynoe is the Chair of its Nominating & Governance Committee and serves on its Compensation Committee. He previously served on the board of directors of Frontier Communications, Inc. (Nasdaq) from August 2007 to April 2021, Covanta Holding Corp. (NYSE) from June 2004 to January 2021, and Real Industry, Inc. (Nasdaq) from July 2013 to May 2018. Mr. Bynoe currently serves as the Chairman of Flagship Communities Real Estate Investment Trust since October 2020. Mr. Bynoe graduated with a Bachelor of Arts from Harvard College, a Juris Doctor from Harvard Law School and a Master of Business Administration from Harvard Business School. We believe that Mr. Bynoe is qualified to serve on our Board because of his extensive business, legal and public policy expertise.
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Egon P. Durban became a director of TKO Group Holdings, Inc. on September 12, 2023. Mr. Durban has served as Co-Chief Executive Officer of Silver Lake, a global technology investment firm, since December 2019. Mr. Durban joined Silver Lake in 1999 as a founding principal and is based in the firm’s Menlo Park office. He serves on the boards of directors of Endeavor Group Holdings, Inc. (formerly NYSE-listed), City Football Group, Dell Technologies Inc. (NYSE), Group 42, Qualtrics, Unity Software Inc. (NYSE), Verily, and Waymo. Previously, he served on the board of Skype, and was Chairman of its operating committee, served on the supervisory board and operating committee of NXP, and served on the boards of Motorola Solutions, Inc. (NYSE), MultiPlan, Pivotal Software, Inc. (NYSE), SecureWorks Corp. (Nasdaq), Twitter Inc. (formerly NYSE-listed) and VMware, Inc. (NYSE). Prior to Silver Lake, Mr. Durban worked in Morgan Stanley’s Investment Banking Division. Mr. Durban graduated from Georgetown University with a B.S.B.A. in Finance. We believe that Mr. Durban is qualified to serve on our Board because of his strong experience in technology and finance, and his extensive knowledge of and years of experience in global strategic leadership and management of multiple companies.
Dwayne Johnson (also known by his stage name “The Rock”) became a director of TKO Group Holdings, Inc. on January 23, 2024. Mr. Johnson is an actor, film producer, entrepreneur and retired professional wrestler. Mr. Johnson started his career as a third generation professional wrestler for World Wrestling Entertainment (f/k/a World Wrestling Federation) from 1996 until 2004. During that period, Mr. Johnson won multiple WWE titles and was instrumental to the success of the sport. Mr. Johnson’s success as a professional wrestler led to a career as an actor, producer and entrepreneur. Mr. Johnson develops, produces and stars in all forms of entertainment content via his production company, Seven Bucks Productions, LLC, which he co-founded in 2012. In addition to Seven Bucks Productions, LLC, Mr. Johnson has co-founded multiple business ventures, including ZOA Energy, LLC, an energy drink company, in partnership with Molson Coors, Siete Bucks Spirits LLC, the liquor company that produces the premium tequila brand Teremana, in partnership with Mast-Jägermeister, and Papatui LLC, a men’s personal care brand. In 2020, Mr. Johnson co-led a consortium to acquire the XFL, a professional American football league, which re-launched in 2023 and combined with the USFL to become the United Football League. Mr. Johnson also maintains several brand partnerships, including a partnership with Under Armour, Inc. pursuant to which Mr. Johnson has developed a line of fitness apparel under the “Project Rock” brand. In 2016 and 2019, Mr. Johnson was named by Time Magazine as one of the world’s most influential people. Mr. Johnson graduated from the University of Miami with a Bachelor of General Studies. Mr. Johnson is represented by talent agency WME, an affiliate of TKO. We believe that Mr. Johnson is qualified to serve on our Board because of his extensive sports, media and entertainment experience, his background as an entrepreneur and his deep familiarity with the WWE business.
Bradley A. Keywell became a director of TKO Group Holdings, Inc. on January 23, 2024. Mr. Keywell is the founder of Uptake Technologies, Inc., an artificial intelligence software company that provides actionable insight to industrial operators, where he has served as Executive Chairman since 2015 and, from 2015 through 2019, was its Chief Executive Officer. Mr. Keywell is also the founder of SkillHero Corp., a workforce technology company focused on skilled trades and vocational training, where he has served as Executive Chairman and Chief Executive Officer since its inception in 2023. He is the founder of 1+1 Ventures, the business incubation, growth capital investment, and acquisition entity born out of Mr. Keywell’s family office. Mr. Keywell is a co-founder of Lightbank, an umbrella company for several venture capital and growth capital investing entities and, from 2012 through 2020, was a co-Managing Director. Mr. Keywell has founded or co-founded several other companies, including MediaOcean LLC (f/k/a MediaBank), a provider of integrated media procurement technology, where he served as the founding Chief Executive Officer, Echo Global Logistics, Inc. (Nasdaq), where he served as founding Chief Executive Officer and was Chairman of the Board of Directors, and Groupon, Inc. (Nasdaq) where he also served on its board of directors. In 2019, he was globally honored as the EY World Entrepreneur of the Year and was previously awarded the overall EY Entrepreneur of the Year in the United States. He was also named to the Technology Pioneer council by the World Economic Forum and was inducted into the Chicago Innovation Hall of Fame. Mr. Keywell is an Adjunct Professor at the University of Chicago Booth School of Business. Mr. Keywell graduated from the University of Michigan Ross School of Business with a B.B.A. degree, and received a J.D. degree from the University of Michigan Law School. We
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believe that Mr. Keywell is qualified to serve on our Board because of his extensive executive leadership experience and his background in technology innovation.
Nick Khan became a director of TKO Group Holdings, Inc. on September 12, 2023. Mr. Khan has served as President of WWE since September 2023 and served as Chief Executive Officer of WWE from January 2023 to September 2023. He previously served as one of WWE’s Co-CEOs from July 2022 to January 2023 and President & Chief Revenue Officer from August 2020 to July 2022. Mr. Khan also previously served as the Co-Head of the Television Department for Creative Artists Agency LLC (CAA) from 2012 until 2020. Prior to that, Mr. Khan, a former practicing attorney, transitioned to International Creative Management (ICM) in 2006 where he launched their Sports Media department. Mr. Khan is a graduate of the University of Nevada, Las Vegas. We believe that Mr. Khan is qualified to serve on our Board because of his previous experience with the WWE business and his extensive experience in sports broadcasting, media and entertainment.
Steven R. Koonin became a director of TKO Group Holdings, Inc. on September 12, 2023 and was appointed Lead Independent Director in February 2024. He has served as Chief Executive Officer of the Atlanta Hawks, LLC since April 2014. He has served on the board of directors of the Atlanta Police Foundation Inc since June 2021, the Metropolitan Atlanta Chamber of Commerce Inc since June 2014 and the Georgia Aquarium Inc (currently serving as Chairman) since June 2004. He also served on the board of directors of Rubicon Technologies, Inc. (NYSE) from December 2012 to June 2022 and GameStop Corp. (NYSE) from May 2007 to May 2020. Mr. Koonin previously served as a member of the Nominating and Corporate Governance Committee of WWE from July 2022 to September 2023 and the Compensation Committee of WWE from June 2021 to September 2023. Mr. Koonin graduated with a Bachelor of Science in Marketing from the University of Georgia. We believe that Mr. Koonin is qualified to serve on our Board because of his extensive executive leadership experience with media entertainment and consumer brands.
Jonathan A. Kraft became a director of TKO Group Holdings, Inc. on September 12, 2023. He has served as President of the Kraft Group LLC since July 1995. He currently serves on the board of directors for the Kraft Group and various of its affiliated companies since July 1990. Mr. Kraft also serves on the Board of Trustees of Mass General Brigham Incorporated since January 2017, Dexter Southfield Board of Trustees since June 2016, Harvard Business School’s Board of Advisors since June 2013, Massachusetts General Hospital (Mass General) since 2010 (currently serving as Chair), Williams College Investment Committee since October 2006 and Belmont Hill School Board of Trustees since June 2003. Mr. Kraft graduated with a Bachelor of Arts in History from Williams College and a Master of Business Administration from Harvard Business School. We believe that Mr. Kraft is qualified to serve on our Board because of his extensive experience with sports and entertainment companies, including as a director on the boards of such companies.
Sonya E. Medina became a director of TKO Group Holdings, Inc. on September 12, 2023. Ms. Medina serves as the President and Chief Executive Officer of Reach Resilience, a position held since May 2022. In addition, Ms. Medina has served as a co-founder of Greenlight Growth Capital, LLC since January 2022, and as an independent consultant since July 2013. Previously, Ms. Medina served as the Vice President of Community & External Affairs at Silver Eagle Distributors (distributor of Anheuser Busch & Grupo Modelo products) from January 2009 to June 2013, Director of the AT&T Global Foundation from September 2006 to February 2008 and a White House commissioned officer in the capacity of Deputy Assistant to the President for Domestic Policy and Director of Projects to the First Lady from January 2001 to August 2006 and from February 2008 to November 2008. She has served on the board of directors for the Texas Tribune since April 2022, Texas 2036 since April 2022, Spurs Give since April 2021, Reach Resilience since July 2024, Teach for Uganda since May 2018 and Papa Johns International, Inc. (Nasdaq) since September 2015. Ms. Medina also currently serves as a member of the Compensation and the Nominating and Governance committees of Papa Johns International, Inc. (Nasdaq) since May 2018 and September 2015, respectively. She previously served on the board of directors and Audit and Governance committees of Delta Apparel, Inc (NYSE) from April 2022 until June 2024. Ms. Medina earned a Bachelor of Science degree from Texas A&M University and a Master of Public Health degree from Columbia University. We believe that Ms. Medina is qualified to serve on our Board because of her
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extensive experience as a director of public companies and corporate social responsibility, social impact and brand management acumen.
Nancy R. Tellem became a director of TKO Group Holdings, Inc. on September 12, 2023. She has served as the Executive Chairperson and Chief Media Officer of Eko (f/k/a Interlude US, Inc.), a media network company since 2015. She previously served as President of Xbox Entertainment Studios from September 2012 through October 2014. Prior to that, she served as President of CBS Television Entertainment Group from May 1998 through June 2010. Ms. Tellem holds board and advisory positions including Eko, LeagueApps, ALLCITY Network, BasBlue, Inc., Rocket Companies, Inc. and Sipur Studios, and is a board member of Cranbrook Art Academy and Museum and Visit Detroit. Ms. Tellem earned a bachelor’s degree from University of California, Berkeley, and a J.D. degree from UC Hastings College of the Law. We believe that Ms. Tellem is qualified to serve on our Board because of her significant business and management expertise in the entertainment industry.
Carrie Wheeler became a director of TKO Group Holdings, Inc. on September 12, 2023. She has served as Chief Executive Officer and a board member of Opendoor Technologies Inc. (Nasdaq) since December 2022, where she also served as Chief Financial Officer from September 2020 to December 2022. Ms. Wheeler also previously served as a member of Opendoor’s board of directors from October 2019 to September 2020. From 1996 to 2017, Ms. Wheeler was with TPG Global, a global private equity firm, including as a Partner and Head of Consumer / Retail Investing. Ms. Wheeler has served on the board of directors and on the Audit Committee of APi Group Corporation (NYSE), a global provider of safety and specialty services, since October 2019. She previously served on the board and Audit Committee of Dollar Tree, Inc. (Nasdaq) from March 2019 to March 2022. Ms. Wheeler has also served on a number of other corporate boards, including J. Crew Group, Inc. from 2010 to 2018, Neiman Marcus Group from 2005 to 2013 and Petco Animal Supplies from 2006 to 2015. Ms. Wheeler received her Bachelor of Commerce with Honors degree from Queen’s University in Canada. We believe that Ms. Wheeler is qualified to serve on our Board because of her extensive executive and board experience with public companies and in heavily consumer-facing industries.
Board Recommendation
The Board unanimously recommends a vote FOR the election of Mr. Emanuel, Mr. Shapiro, Mr. Bynoe, Mr. Durban, Mr. Johnson, Mr. Keywell, Mr. Khan, Mr. Koonin, Mr. Kraft, Ms. Medina, Ms. Tellem and Ms. Wheeler as directors to hold office until the 2026 Annual Meeting and until their respective successors have been duly elected and qualified.
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PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Appointment of Independent Registered Public Accounting Firm
The audit committee appoints our independent registered public accounting firm. In this regard, the audit committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to re-engage our current firm. As part of its evaluation, the audit committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the lead audit partner and the audit team assigned to our account; the overall strength and reputation of the firm; the firm’s global capabilities relative to our business; and the firm’s knowledge of our operations. KPMG LLP (“KPMG”) has served as our independent registered public accounting firm since 2024. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors and providing audit and permissible non-audit-related services. Upon consideration of these and other factors, the audit committee has appointed KPMG to serve as our independent registered public accounting firm for the year ending December 31, 2025.
Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of KPMG to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm and it is a good corporate governance practice. If our stockholders do not ratify the selection, it will be considered as notice to the Board and the audit committee to consider the selection of a different firm. Even if the selection is ratified, the audit committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.
Representatives of KPMG are expected to attend the Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders.
Change in Independent Registered Public Accounting Firm
As previously reported in our Current Report on Form 8-K, filed with the SEC on August 8, 2024 (the “Form 8-K”), upon the completion of a comprehensive selection process, the Audit Committee notified Deloitte & Touche LLP (“Deloitte”) that, effective upon the filing of the Company’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2024 with the SEC, Deloitte would be dismissed as the Company’s independent registered public accounting firm, On the same date, the Company appointed KPMG as its independent registered public accounting firm for the fiscal year ending December 31, 2024. The Company elected to change auditors in order to preemptively address specific auditor independence implications under the rules of the SEC that would result upon consummation of the take-private acquisition of Endeavor Group Holdings, Inc.by Silver Lake and other co-investors, which occurred on March 24, 2025, and the auditor change was not the result of work performed by Deloitte or matters involving the Company’s financial statements. The reports of Deloitte on the Company’s consolidated financial statements for the fiscal years ended December 31, 2022 and 2023, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. In the fiscal years ended December 31, 2022 and 2023, and in the subsequent interim period through August 8, 2024, there were no: (1) “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the matter in its report on the consolidated financial statements for such years, or (2) “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K).
We provided Deloitte with a copy of the disclosures contained in the Form 8-K and requested that Deloitte furnish us with a letter addressed to the SEC stating whether it agrees with the statements contained therein. A copy of Deloitte’s letter, dated August 8, 2024, was filed as Exhibit 16.1 to the Form 8-K.
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During the fiscal years ended December 31, 2022 and 2023, and the subsequent interim period through August 8, 2024, neither the Company nor anyone on its behalf consulted with KPMG with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).
Audit, Audit-Related, Tax and All Other Fees
The following table presents aggregate fees billed to us for the year ended December 31, 2024 by our independent registered public accounting firm, KPMG:
| Year Ended December 31, 2024 |
||||
| Audit Fees |
$ | 2,748,600 | ||
| Audit-Related Fees |
250,000 | |||
| Tax Fees |
- | |||
| All Other Fees |
- | |||
|
|
|
|||
| Total |
$ | 2,998,600 | ||
|
|
|
|||
Audit Fees
Audit fees in 2024 consisted of fees for the audit of the Company’s annual consolidated financial statements included in the Company’s Annual Report on Form 10-K and the reviews of the Company’s interim consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q filed after the appointment of KPMG.
Audit-Related Fees
Audit-related fees in 2024 consisted of professional services related to the Endeavor Asset Acquisition.
Audit Committee Pre-Approval Policy and Procedures
The formal written charter for our audit committee requires that the audit committee pre-approve all audit services to be provided to us and all other services (review, attest and non-audit) to be provided to us by our independent registered public accounting firm, other than de minimis non-audit services approved in accordance with applicable SEC rules.
The audit committee has adopted a policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by our independent registered public accounting firm may be pre-approved. The Pre-Approval Policy generally provides that the audit committee will not engage our independent registered public accounting firm to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the audit committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy (“general pre-approval”). Unless a type of service to be provided by our independent registered public accounting firm has received general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the audit committee or by a designated member of the audit committee to whom the committee has delegated the authority to grant pre-approvals.
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The chairperson of the audit committee, to whom the audit committee has delegated authority to make pre-approval decisions requested between meetings of the audit committee, must report any such pre-approval decisions to the audit committee at its next scheduled meeting. If circumstances arise where it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories or above the pre-approved amounts, the audit committee requires pre-approval for such additional services or such additional amounts. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval. For both types of pre-approval, the audit committee will consider whether such services are consistent with the SEC’s rules on auditor independence.
Board Recommendation
The Board unanimously recommends a vote FOR the ratification of the appointment of KPMG as our independent registered public accounting firm for 2025.
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Audit Committee Report
The audit committee operates pursuant to a charter which is reviewed annually by the audit committee. Additionally, a brief description of the primary responsibilities of the audit committee is included in this Proxy Statement under the discussion of “Corporate Governance—Audit Committee.” Under the audit committee charter, management is responsible for the preparation, presentation and integrity of the Company’s financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States.
In the performance of its oversight function, the audit committee reviewed and discussed with management and KPMG, as the Company’s independent registered public accounting firm, the Company’s audited financial statements for the fiscal year ended December 31, 2024. The audit committee also discussed with the Company’s independent registered public accounting firm the matters required to be discussed by applicable standards of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the audit committee received and reviewed the written disclosures and the letters from the Company’s independent registered public accounting firm required by applicable requirements of the PCAOB regarding such independent registered public accounting firm’s communications with the audit committee concerning independence, and discussed with the Company’s independent registered public accounting firm their independence from the Company.
Based upon the review and discussions described in the preceding paragraph, the audit committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC.
Submitted by the Audit Committee of the Company’s Board of Directors:
Carrie Wheeler (Chair)
Nancy R. Tellem
Sonya E. Medina
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EXECUTIVE OFFICERS
The table below identifies and sets forth certain biographical and other information regarding our executive officers as of April 25, 2025. There are no family relationships among any of our executive officers or directors.
| Executive Officer |
Age | Position | In Current Position Since | |||||||||
| Ariel Emanuel |
64 | Executive Chair and Chief Executive Officer | 2024 (Executive Chair) and 2023 (CEO) | |||||||||
| Andrew Schleimer |
47 | Chief Financial Officer | 2023 | |||||||||
| Mark Shapiro |
55 | President and Chief Operating Officer | 2023 | |||||||||
| Seth Krauss |
54 | Chief Administrative Officer & Senior Counsel to the Board of Directors and Senior Management | 2025 |
See page 11 of this Proxy Statement for Ariel Emanuel’s and Mark Shapiro’s biographies.
Andrew Schleimer is the Chief Financial Officer of TKO Group Holdings, Inc. and has served in that position since September 2023. He previously served as the Chief Financial Officer of UFC from September 2016 to November 2023. He also served as Deputy Chief Financial Officer of Endeavor Group Holdings, Inc. from February 2021 to September 2023. From July 2014 to September 2016, Mr. Schleimer served as the Executive Vice President & Chief Financial Officer of Digital Turbine, Inc. (Nasdaq), a provider of end-to-end solutions for mobile technology companies to enable advertising and monetization functions. From October 2012 to July 2014, Mr. Schleimer served as an advisor and advisory board member of Digital Turbine, Inc. (formerly known as Mandalay Digital Group). From September 2010 to October 2012, Mr. Schleimer served as the Executive Vice President of Strategic Development of Dick Clark Productions. From January 2006 to July 2010, Mr. Schleimer served as the Executive Vice President of Strategic Development & In-Park Services for Six Flags Entertainment Corporation (NYSE). Mr. Schleimer began his career in investment banking at UBS Financial Services as part of the M&A group, with a particular focus on media and entertainment. Mr. Schleimer graduated from Cornell University with a Bachelor of Science in Hotel and Restaurant Management, with a focus on real estate finance.
Seth Krauss is the Chief Administrative Officer & Senior Counsel to the Board of Directors and Senior Management of TKO Group Holdings, Inc. and has served in that position since January 2025. He previously served as TKO Group Holdings, Inc.’s Chief Legal and Administrative Officer from September 2023 until January 2025. He also serves as Chief Administrative Officer & Senior Counsel to the Board of Directors and Senior Management of Endeavor Group Holdings, Inc., a position he has held since January 2024, after serving as Endeavor Group Holdings, Inc.’s Chief Legal Officer from June 2014 until October 2023 and as its Chief Legal and Administrative Officer from October 2023 to December 2023. From March 2007 to June 2014, he served as the Executive Vice President and General Counsel of Take Two Interactive Software Inc. (Nasdaq). From March 2004 through March 2007 he served in the Legal and Compliance Division of Morgan Stanley, first as Vice President and Counsel and then as Executive Director and Counsel. From 1995 until joining Morgan Stanley in March 2004, Mr. Krauss served as an Assistant District Attorney and Senior Investigative Counsel in the New York County District Attorney’s Office. Mr. Krauss currently serves as a member of the board of directors of the Minority Corporate Counsel Association. He previously served as a member of the board of directors of the Center for Family Representation and as a member of the board of trustees of Duke University in Durham, North Carolina. Mr. Krauss graduated with a Bachelor of Arts both in History and in Political Science from Duke University and a Juris Doctor from the Washington University in St. Louis School of Law.
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CORPORATE GOVERNANCE
Corporate Governance Guidelines
Our Board has adopted Corporate Governance Guidelines. A copy of these Corporate Governance Guidelines can be found in the “Governance—Governance Documents” section of the “Investors” page of our website located at www.TKOgrp.com, or by writing to our Secretary at our offices at 200 Fifth Avenue, 7th Floor, New York, NY 10010. Among the topics addressed in our Corporate Governance Guidelines are:
| • | Director independence | • | Board access to senior management | |||
| • | Executive sessions of non-management directors | • | Board access to advisors | |||
| • | Board leadership structure | • | Board self-evaluations | |||
| • | Director qualification standards and additional selection criteria | • | Board meetings | |||
| • | Director orientation and continuing education | • | Meeting attendance by directors and non-directors | |||
| • | Limits on board service | • | Meeting materials | |||
| • | Material change of principal occupation | • | Board committees, responsibilities and independence | |||
| • | Term limits | • | Succession planning | |||
| • | Director responsibilities | • | Interested persons’ communication with the Board | |||
| • | Director compensation | |||||
Board Leadership Structure
Our Corporate Governance Guidelines provide our Board with flexibility to combine or separate the positions of Chairperson of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of the Company and its stockholders. If the Chairperson of the Board is a member of management or does not otherwise qualify as independent, our Corporate Governance Guidelines provide that the independent directors of the Board may appoint a lead independent director (the “Lead Director”). The Lead Director’s responsibilities include, but are not limited to: presiding over all meetings of the Board at which the Chairperson of the Board is not present, including any executive sessions of the independent directors; approving Board meeting schedules and agendas; and acting as the liaison between the independent directors and the Chief Executive Officer and Chairperson of the Board. Our Corporate Governance Guidelines provide that, at such times as the Chairperson of the Board qualifies as independent, the Chairperson of the Board will serve as Lead Director.
Our Chief Executive Officer, Ariel Emanuel, serves as Executive Chairman of the Board, and Steven R. Koonin serves as Lead Director, a structure that the Board believes is currently in the best interests of the Company and its stockholders. The Board considered its leadership structure and believes that the Company and its stockholders are best served by having Mr. Emanuel serve as both Executive Chairman of the Board and Chief Executive Officer, with Mr. Koonin as Lead Director. The Board believes that this structure gives the Board and management unified leadership and direction, and is tailored to present a single, clear focus for the execution of the Company’s strategic initiatives and business plans. In addition, because Mr. Emanuel manages the day-to-day operations of the Company and is responsible for executing the Company’s business strategy, the Board believes it is most functional and efficient that Mr. Emanuel presides at the meetings of the Board. In addition, a strong, independent Lead Director with clearly defined duties and responsibilities can help further enhance the contributions of the Company’s independent directors, and Mr. Koonin’s extensive executive leadership experience with media entertainment and consumer brands together with his bench of experience serving on
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public company boards helps play a pivotal role as independent Lead Director in administering the Board’s risk oversight responsibility. For these reasons, the Board has concluded that our current leadership structure is appropriate at this time.
We recognize that different leadership structures may be appropriate for companies in different situations, and that the appropriate leadership structure may vary based on several factors, such as a company’s size, industry, operations, history and culture. We believe that no one structure is suitable for all companies. Accordingly, the Board will continue to periodically review our leadership structure in light of these factors and the then-current environment and make such changes in the future as it deems appropriate and in the best interests of the Company and its stockholders.
Controlled Company Exemption
Because Endeavor Group Holdings, Inc. controls more than 50% of our combined voting power for the election of directors, we are considered a “controlled company” for the purposes of the NYSE’s rules and corporate governance standards. As a “controlled company,” we are permitted to, and intend to, elect not to comply with certain corporate governance requirements of the NYSE, for example, those that would otherwise require that we establish a nominating and corporate governance committee composed entirely of independent directors. Additionally, we may elect to rely on additional exemptions for so long as we remain a “controlled company.” Accordingly, holders of our Class A common stock will not have the same protections afforded to stockholders of companies that are subject to all of the rules and corporate governance standards of NYSE, and the ability of our independent directors to influence its business policies and affairs may be reduced.
Director Independence
Under our Bylaws, a director qualifies as “independent” if such director (a) is qualified as an independent director under the NYSE rules and (b) is not (x) an affiliate, equity security or interest holder, partner, member (in the case of each of the foregoing other than in respect of less than 5% of the voting or economic interest of the applicable person) of TKO OpCo, Endeavor Group Holdings, Inc., TKO or any of their respective affiliates and (y) any employee, director, officer, or an immediate member of family (as applicable) of any person described in (x) or of TKO OpCo, Endeavor Group Holdings, Inc. or any of their respective affiliates.
Under the NYSE rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries. In addition, the director must meet the bright-line tests for independence set forth by the NYSE rules. The Board has undertaken a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities as well as the independence of such directors under our Bylaws. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the Board has determined that none of Mr. Bynoe, Mr. Keywell, Mr. Koonin, Mr. Kraft, Ms. Medina, Ms. Tellem and Ms. Wheeler, seven of our 12 directors, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors qualifies as “independent” as that term is defined under the rules of the NYSE and under our Bylaws. In making these determinations, the Board considered the relationships that each non-employee director has with us and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the director’s beneficial ownership of our common stock and the relationships of our non-employee directors with certain of our significant stockholders. In making the director independence determinations regarding Mr. Koonin, the Board considered that he serves as the Chief Executive Officer of Atlanta’s State Farm Arena, which hosts certain of our live events in the ordinary course of business, on arm’s-length terms and in amounts and under other circumstances (including that Mr. Koonin had no direct or indirect material interest in the transactions) that the Board determined did not affect Mr. Koonin’s independence.
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Structure of the Board of Directors
Pursuant to the Governance Agreement, the size of our Board is set at 13 directors. Endeavor Group Holdings, Inc. currently is entitled to designate seven EGH Designees and WWE’s initial designees or their successors, as applicable, currently are entitled to designate six WWE Designees, in each case, subject to specified conditions as described below under “Certain Transactions with Related Persons—Governance Agreement.” Designation rights with respect to the EGH Designees and WWE Designees will expire on the Sunset Date. The Governance Agreement provides that, until the Sunset Date, our slate of individuals nominated for election to the Board must include all WWE Designees, three of whom must qualify as “independent” as defined under the Bylaws and described below under “Corporate Governance—Director Independence.” The Governance Agreement also provides that, until the date on which Endeavor Group Holdings, Inc. no longer owns, directly or indirectly, more than 20% in the aggregate of the voting power of the then-outstanding shares of capital stock of TKO Group Holdings, Inc., the slate of individuals nominated for election to the Board must include the EGH Designees, provided that the EGH Designees shall at all times include at least three independent directors.
For so long as any nominating person has the right to designate an EGH Designee or a WWE Designee, in the event that (a) a vacancy is created at any time by the death, disability, retirement, resignation or removal of an EGH Designee or a WWE Designee or (b) an individual is disqualified by the Board or the nominating and corporate governance committee, then the applicable nominating person may designate another individual as its designee to either fill the applicable vacancy or be included on the slate of nominees to be recommended by the Board for election at its next meeting of the stockholders, and TKO Group Holdings, Inc. will take all necessary action within its control so that each replacement nominee is nominated and elected to the Board.
Each of Egon P. Durban, Ariel Emanuel, Bradley A. Keywell, Jonathan A. Kraft, Sonya E. Medina, Mark Shapiro and Carrie Wheeler are the EGH Designees, and each of Peter C.B. Bynoe, Dwayne Johnson, Nick Khan, Steven R. Koonin, and Nancy R. Tellem are the WWE Designees. The WWE Designees have not designated a sixth director following the departure of the former Executive Chairman.
For further information regarding the Governance Agreement and the structure of the Board, see “Certain Transactions with Related Persons—Governance Agreement.”
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Board Committees
Our Board of Directors has three standing committees: an Audit Committee, a Compensation Committee and a Nominating Committee, each of which has the composition and the responsibilities described below. In addition, from time to time, special committees may be established under the direction of our Board when necessary to address specific issues. Each of the Audit Committee, the Compensation Committee and the Nominating Committee operates under a written charter.
| Director |
|
Audit Committee |
|
Compensation Committee |
Nominating and Corporate Governance Committee | |||||||||||
| Ariel Emanuel |
— | — | X | |||||||||||||
| Mark Shapiro |
— | — | Chair | |||||||||||||
| Peter C.B. Bynoe |
— | X | — | |||||||||||||
| Nick Khan |
— | — | X | |||||||||||||
| Steven R. Koonin(1) |
— | Chair | — | |||||||||||||
| Sonya E. Medina |
X | X | — | |||||||||||||
| Nancy R. Tellem |
X | — | — | |||||||||||||
| Carrie Wheeler |
Chair | — | — |
| (1) | Lead Independent Director |
Audit Committee
Our Audit Committee is responsible for overseeing our corporate accounting and financial reporting process and assisting the Board in its oversight of (i) the quality and integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the independent auditor’s qualifications, performance and independence; and (iv) the design and implementation of the Company’s internal audit function and the performance of the Company’s internal audit function. The Audit Committee is responsible for, among other things:
| • | appointing, compensating, retaining and overseeing the work of our independent auditor; |
| • | discussing with our independent auditor any audit problems or difficulties and management’s response; |
| • | pre-approving all audit and non-audit services provided to us by our independent auditor (other than those provided pursuant to appropriate preapproval policies established by the Audit Committee or exempt from such requirement under SEC rules); |
| • | reviewing and discussing our annual and quarterly financial statements with management and our independent registered public accounting firm; |
| • | discussing and reviewing our periodic assessment of our key risk areas and providing oversight and accountability with respect to the execution of appropriate plans to mitigate and/or address such risks; and |
| • | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. |
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The Audit Committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time. The Audit Committee has the authority to engage independent legal, accounting and other advisors as it deems necessary or appropriate to assist in carrying out its responsibilities, and we must pay the compensation of such advisors.
The members of our Audit Committee are Ms. Tellem, Ms. Wheeler and Ms. Medina, with Ms. Wheeler serving as chair. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the NYSE. Our Board has affirmatively determined that each of Ms. Tellem, Ms. Wheeler and Ms. Medina qualifies as “independent” under NYSE’s additional standards applicable to audit committee members and Rule 10A-3 of the Exchange Act. In addition, our Board has determined that Ms. Wheeler qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.
Compensation Committee
Our Compensation Committee (i) oversees the discharge of the responsibilities of the Board relating to the Company’s compensation policies, plans and programs and (ii) reviews and assists in the determination of the compensation to be paid to executive officers and directors, as applicable. Specific responsibilities of the Compensation Committee include, among other things:
| • | reviewing and approving (or making recommendations to the Board to approve) the salary, cash incentive compensation, equity-based awards and employment agreement of the Company’s Chief Executive Officer (the “CEO”); |
| • | reviewing and making recommendations to the Chief Executive Officer for approval regarding the salary and cash incentive compensation for the executive officers of the Company, other than the CEO; |
| • | reviewing, considering the recommendation of the CEO, and approving of the equity-based compensation of the executive officers of the Company other than the CEO (excluding such equity-based compensation that is subject to approval by the Board for purposes of exempting such transactions under Rule 16b-3 under the Exchange Act; and |
| • | reviewing and recommending to the Board the compensation of directors. |
The members of our Compensation Committee are Mr. Bynoe, Mr. Koonin and Ms. Medina, with Mr. Koonin serving as chair. Our Board has determined that each of Mr. Bynoe, Mr. Koonin and Ms. Medina qualifies as “independent” under NYSE’s additional standards applicable to compensation committee members and is a “non-employee director” as defined in Section 16b-3 of the Exchange Act.
The Compensation Committee generally considers the Chief Executive Officer’s recommendations when making decisions regarding the equity compensation of the Company’s executive officers (other than the Chief Executive Officer) and will review and make recommendations to the Chief Executive Officer for approval the salary and cash incentive compensation for such other executive officers. The Compensation Committee will review, consider the recommendation of the CEO and approve the equity-based compensation for such other executive officers. For additional information, see “Executive Compensation—Compensation Discussion and Analysis—Setting Executive Compensation.” The Compensation Committee may also delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time. The Compensation Committee has the authority to engage independent legal, accounting and other advisors as it deems necessary or appropriate to assist in carrying out its responsibilities, and we must pay the compensation of such advisors.
Compensation Consultants
In accordance with its authority, the Compensation Committee engaged Pay Governance LLC (“Pay Governance”) regarding executive compensation for our named executive officers and as described under
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“Executive Compensation—Compensation Discussion and Analysis—Setting Executive Compensation.” In addition, Mercer (US) LLC, a wholly owned subsidiary of Marsh & McLennan Companies (“Mercer”), which had been engaged by the Compensation Committee regarding executive compensation for our named executive officers following the TKO Transactions, provided some services in 2024 with respect to prior year compensation. The Compensation Committee evaluated whether the work provided by Pay Governance and by Mercer raised any conflict of interest for services performed during 2024 and determined that it did not.
Additionally, during 2024, neither Pay Governance nor Mercer provided any services to us other than regarding executive and director compensation and broad-based plans that do not discriminate in scope, terms, or operation, in favor of our executive officers or directors, and that are available generally to all salaried employees.
Nominating and Corporate Governance Committee
Our Nominating Committee is responsible for overseeing the selection of persons to be nominated to serve on the Board. The Nominating Committee will consider persons identified by its members, directors, executive officers, shareholders and others. Specific responsibilities of the Nominating Committee include, among other things and subject to the provisions of the Company’s organizational documents and the Governance Agreement:
| • | identifying and evaluating candidates, including the nomination of incumbent directors for re-election and nominees recommended by stockholders, to serve on the Board; |
| • | considering and making recommendations to the Board regarding the composition and chairmanship of the committees of the Board and its committees; |
| • | developing and making recommendations to the Board regarding corporate governance guidelines; and |
| • | overseeing periodic evaluations of the performance of the Board, including its individual directors and committees. |
The members of our Nominating Committee are Mr. Emanuel, Mr. Khan and Mr. Shapiro, with Mr. Shapiro serving as Chair. As a “controlled company” within the meaning of NYSE rules, the Company is permitted to, and has elected to, not comply with the requirement to establish a nominating and corporate governance committee composed of entirely independent directors.
Board of Directors and Committee Meetings and Attendance
During fiscal year 2024, our Board met seven times, the Audit Committee met four times, the Compensation Committee met four times and the Nominating Committee did not meet. In 2024, each of our incumbent directors attended at least 75% of the meetings of the Board and committees on which he or she then served as a member, with the exception of Mr. Johnson, who was unable to attend several board meetings due to prior business commitments made prior to Mr. Johnson’s appointment to the Board, which could not be rescheduled.
Executive Sessions
At least once a year, the independent directors meet in an executive session that excludes management and any non-independent directors. A director designated by the independent directors presides at the executive sessions. In addition, the non-management directors meet at regularly scheduled executive sessions.
Director Attendance at Annual Meeting of Stockholders
We do not have a formal policy regarding the attendance of our Board members at our annual meetings of stockholders, but we expect all directors to make every effort to attend any meeting of stockholders. Eight of our directors attended our annual meeting of stockholders held in 2024.
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Director Nominations Process
Subject to the applicable provisions of the Governance Agreement, the Nominating Committee is responsible for nominating candidates to serve on the Board and its committees. In considering whether to nominate any particular candidate to serve on the Board or its committees, the Nominating Committee considers the criteria set forth in our Corporate Governance Guidelines.
Specifically, the Nominating Committee considers candidates of high integrity and good judgment who have a record of accomplishment in their chosen fields, and who display the independence of mind and strength of character to effectively represent the best interests of all stockholders and provide practical insights and diverse perspectives and may take into account many factors, including, but not limited to: personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly held company; strong finance experience; relevant social policy concerns; experience relevant to the Company’s industry; experience as a board member or executive officer of another publicly held company; relevant academic expertise or other proficiency in an area of the Company’s operations; diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other Board members; diversity of background and perspective; practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; and any other relevant qualifications, attributes or skills. In determining whether to recommend a director for re-election, the Nominating Committee may also consider the director’s tenure, performance, past attendance at meetings and participation in and contributions to the activities of the Board and its committees. We aim to review a variety of qualified candidates from different backgrounds, and do not have a formal diversity policy. The Nominating Committee evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. In determining whether to recommend a director for re-election, the Nominating Committee may also consider potential conflicts of interest with the candidates’ other personal and professional pursuits.
In identifying prospective director candidates, the Nominating Committee may seek referrals from other members of the Board, management, stockholders and other sources, including third party recommendations. The Nominating Committee also may, but need not, retain a third-party search firm in order to assist it in identifying candidates to serve as directors of the Company. The Nominating Committee uses the same criteria for evaluating candidates regardless of the source of the referral or recommendation. When considering director candidates, the Nominating Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness. In connection with its annual slate of nominees, the Nominating Committee also may assess the contributions of those directors recommended for re-election in the context of the Board evaluation process and
other perceived needs of the Board. Each of the director nominees to be elected at the Annual Meeting was evaluated in accordance with our standard review process for director candidates in connection with their initial appointment and their nomination for re-election at the Annual Meeting.
When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Nominating Committee to satisfy its oversight responsibilities effectively in light of our business and structure, the Nominating Committee focused primarily on the information discussed in each of the Board member’s biographical information set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. This process resulted in the Nominating Committee’s nomination of the incumbent directors named in this Proxy Statement and proposed for election by you at the Annual Meeting.
The Nominating Committee will consider director candidates recommended by stockholders. The Nominating Committee will review and evaluate information available to it regarding candidates proposed by stockholders and will apply the same criteria and follow substantially the same process in considering them as it does in considering other director candidates. Stockholders wishing to propose a candidate for consideration may do so by submitting their recommendation to the attention of the Secretary, TKO Group Holdings, Inc., 200 Fifth Avenue, 7th Floor, New York, New York 10010.
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COMPENSATION COMMITTEE REPORT OF OUR DIRECTORS
The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis and, based on such review and discussion, have determined that the Compensation Discussion and Analysis should be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Submitted by the Compensation Committee of the Company’s Board of Directors:
Steven R. Koonin (Chair)
Peter C.B. Bynoe
Sonya E. Medina
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EXECUTIVE COMPENSATION
Executive Summary
We believe that our unique business model gives us a competitive advantage in the industries in which we operate. To maintain such advantage across all of our segments, we believe it is imperative to retain key management whose skill sets are uniquely suited to our business model. As such, the retention and incentivization of our named executive officers was a key consideration of our compensation decisions in 2024. We believe our compensation in 2024 was representative of, and an appropriate award for, our financial and operational successes during that 2024 as described below.
2024 Financial and Operating Highlights
Fiscal year 2024 was a milestone period for us with several financial and operational achievements. We look forward to continuing to build on these significant achievements in 2025 and beyond. Of particular note were the following achievements:
Significant Increases in Revenue and Adjusted EBITDA.
| • | Revenue increased by $1,129.3 million, or 67.4%, to $2,804.3 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. |
| • | UFC revenue increased by $114.0 million, or approximately 9%. This increase was primarily driven by $55.1 million of higher sponsorship revenue from new sponsors and increases in fees from renewals, as well as $52.5 million of greater live event revenue driven by higher attendance and higher site fee revenues primarily from events that took place in Newark, New Jersey, Salt Lake City, Utah, Riyadh, Saudi Arabia, and Abu Dhabi as compared to the prior year. This increase also includes $8.8 million of increased media rights and content revenue. |
| • | WWE contributed revenue of $1,398.1 million for the period from January 1, 2024 through December 31, 2024. This revenue was primarily driven by $616.0 million of increased media rights and content revenue primarily associated with domestic and international rights fees for WWE’s flagship programs, Raw, SmackDown and NXT, as well as Premium Live Event programming. This revenue increase was also driven by $250.8 million of greater live event revenue site fees associated with certain international premium live events compared to the prior year, $83.5 million of increased consumer products licensing related to the sale of WWE-branded products, and $65.0 million of higher sponsorship revenue from the sale of advertising. |
| • | Adjusted EBITDA increased by $442.1 million, or 54.6%, to $1,251.2 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. |
| • | UFC Adjusted EBITDA increased by $45.3 million, or 6.0%, to $801.0 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. |
| • | WWE Adjusted EBITDA increased by $518.1 million, or 317.9%, to $681.1 million for the year ended December 31, 2024. |
| • | Corporate Adjusted EBITDA for the year ended December 31, 2024 decreased by $121.3 million, or 110.7%, compared to the year ended December 31, 2023. |
Noteworthy Strategic Activity.
| • | In January 2024, we announced a partnership between WWE and Netflix, pursuant to which, beginning in January 2025, Netflix is now the exclusive new home of Raw in the U.S., |
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| Canada, U.K. and Latin America, among other territories, with additional countries and regions to be added over time. Likewise, as part of the agreement, Netflix will also become the home for all WWE shows and specials outside the U.S., as available, inclusive of Raw and WWE’s other weekly shows—SmackDown and NXT—as well as the company’s Premium Live Events, including WrestleMania, SummerSlam and Royal Rumble. This partnership secures WWE content distribution with a premium partner under a long-term arrangement. |
| • | In April 2024, WrestleMania XL was the highest-grossing event in WWE history. |
| • | In May 2024, we announced our partnership with Riyadh Season, which brought UFC Fight Night to Riyadh on February 1, 2025. Riyadh Season also sponsored UFC 306, which was the first UFC event held at Sphere in Las Vegas, Nevada. |
| • | In October 2024, we announced our acquisition of IMG, On Location and Professional Bull Riders from subsidiaries of Endeavor Group Holdings, Inc., which subsequently closed in February 2025. This acquisition strengthens our portfolio of world-class IP and capabilities, helping TKO further capitalize on the momentum of the growing sports and entertainment ecosystem. |
The effective leadership of our named executive officers was critical to our success in achieving these financial results and strategic activity milestones and, as a result, was a key factor when establishing incentive compensation levels and determining the compensation for our named executive officers for 2024, as further described below.
For a reconciliation of the differences between Adjusted EBITDA and the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles in the United States (“GAAP”) and the reasons why our management believes that presentation of Adjusted EBITDA provides useful information regarding our financial condition and results of operations, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Non-GAAP Financial Measures” on pages 54 and 55 of our Annual Report.
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Name |
Age |
Title | ||||||||
Ariel Emanuel |
64 | Executive Chair and Chief Executive Officer (1) | ||||||||
Andrew Schleimer |
47 | Chief Financial Officer | ||||||||
Mark Shapiro |
55 | President and Chief Operating Officer | ||||||||
Seth Krauss |
54 | Chief Administrative Officer & Senior Counsel to the Board of Directors and Senior Management (2) |
| (1) | Mr. Emanuel was appointed as Executive Chair of our Board in February 2024. |
| (2) | Mr. Krauss initially served as Chief Legal Officer and was appointed Chief Legal and Administrative Officer on January 12, 2024. Effective January 1, 2025, Mr. Krauss was named Chief Administrative Officer & Senior Counsel to the Board of Directors and Senior Management. |
Company |
Ticker | |
AMC Networks, Inc. |
AMCX | |
DraftKings Inc. |
DKNG | |
Churchill Downs Incorporated |
CHDN | |
Electronic Arts Inc. |
EA | |
Fox Corporation |
FOXA | |
iHeartMedia, Inc. |
IHRT | |
Liberty Media Corporation |
FWONA, FWONK, LSXMA, LLYVA, LLYVK | |
Lions Gate Entertainment Corp. |
LGF.A | |
Live Nation Entertainment, Inc. |
LYV | |
Madison Square Garden Entertainment Corp. |
MSGE | |
Madison Square Garden Sports Corp. |
MSGS | |
Paramount Global (1) |
PARA | |
Roku, Inc. |
ROKU | |
Sirius XM Holdings Inc. |
SIRI | |
Sphere Entertainment Co. |
SPHR | |
Take-Two Interactive Software, Inc. |
TTWO | |
Warner Bros. Discovery, Inc. (1) |
WBD |
| (1) | These companies, each with revenues of $30 billion or more, were excluded for purposes of market analyses because they are significantly larger than TKO. They were used only for plan design purposes. |
| • | the scope of each named executive officer’s role and responsibilities; |
| • | each named executive officer’s knowledge, skills, experience, qualifications and tenure; |
| • | our performance against financial, operational and strategic objectives; |
| • | the size and mix of each element that forms the total compensation that may be awarded, including salary, annual cash bonus and equity-based incentives; |
| • | the alignment of the pay package for a specific named executive officer as compared to the compensation levels of comparable executives within our organization; and |
| • | prevailing conditions in the market for executive talent. |
| • | Pay-for-performance: |
| • | Align Incentives with Stockholders: Our executive compensation program is designed to focus our named executive officers on our key strategic, financial and operational goals that are expected to translate into long-term value-creation for our stockholders. |
| • | Support Key Talent Retention: New equity incentives were granted to our named executive officers to, among other things, support retention of our key talent. |
| • | Perquisites: We provide perquisites that we believe are consistent with our overall compensation philosophy. |
| • | No Section 280G or Section 409A Tax Gross-Ups: We do not provide tax gross-ups in connection with our change in control or deferred compensation plans or programs. |
| • | No Supplemental Retirement Plans: We do not maintain any supplemental retirement plans. |
| • | Insider Trading Policy: Our Insider Trading Policy governs the purchase, sale and other dispositions of the Company’s securities and applies to all officers, directors and employees of the Company and its subsidiaries. We believe the policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations. The Company also follows internal procedures for the repurchase of its securities. A copy of the Insider Trading Policy is attached as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |
Compensation Element |
Brief Description |
Objectives | ||||||
Base Salary |
Fixed cash compensation based on executive officer’s role, responsibilities and individual performance | Attract and retain key executive talent | ||||||
Annual Cash Bonus |
Variable, performance-based cash compensation earned based on financial, strategic and individual performance | Attract and retain key executive talent Encourage and reward achievement of annual performance objectives | ||||||
Equity-Based Compensation |
Equity-based compensation that is subject to vesting based on continued employment | Attract and retain key executive talent Align the interests of our executives with those of our stockholders Focus on sustained long-term success of the company | ||||||
Employee Benefits and Perquisites |
Participation in all broad-based employee health and welfare programs and retirement plans and receipt of certain perquisites | Aid in retention of key executives in a highly competitive market for talent by providing a competitive overall benefits package |
Name |
Fiscal Year 2024 Annual Base Salary Rate (as of December 31, 2024) ($) |
|||||
Ariel Emanuel |
3,000,000 | |||||
Andrew Schleimer |
2,000,000 | |||||
Mark Shapiro |
4,000,000 | |||||
Seth Krauss |
2,000,000 |
Annual Bonuses |
||||||||||||||||||||||||
Name |
Annual Target Bonus ($) |
Actual Financial Performance Annual Bonus (a) ($) |
Actual Qualitative Discretionary Bonus (b) ($) |
Total Actual Annual Bonus Payout (a) + (b) ($) |
||||||||||||||||||||
Ariel Emanuel |
7,000,000 | 8,210,000 | 4,290,000 | 12,500,000 | ||||||||||||||||||||
Andrew Schleimer |
2,000,000 | 2,500,000 | 1,750,000 | 4,250,000 | ||||||||||||||||||||
Mark Shapiro |
6,000,000 | 7,500,000 | 700,000 | 8,200,000 | ||||||||||||||||||||
Seth Krauss |
2,000,000 | 2,500,000 | 1,150,000 | 3,650,000 | ||||||||||||||||||||
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) (1) |
Non-Equity Incentive Plan Compensation ($) |
All Other Compensation ($) (2) |
Total ($) |
|||||||||||||||||||||||||||||||||||||||||||||||
Ariel Emanuel Executive Chair and Chief Executive Officer |
2024 | 3,000,000 | 4,290,000 | 2,503,864 | 8,210,000 | 125,407 | 18,129,271 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 911,538 | 24,000,000 | 40,000,094 | — | 928 | 64,912,560 | ||||||||||||||||||||||||||||||||||||||||||||||||
Andrew Schleimer Chief Financial Officer |
2024 | 2,000,000 | 4,250,000 | 1,497,475 | — | 10,971 | 7,758,446 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 611,538 | 5,000,000 | 3,151,215 | — | 2,509 | 8,765,262 | ||||||||||||||||||||||||||||||||||||||||||||||||
Mark Shapiro President and Chief Operating Officer |
2024 | 4,000,000 | 8,200,000 | 19,565,300 | — | 198,871 | 31,964,172 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 759,615 | 9,000,000 | 6,250,086 | — | 73,629 | 16,083,330 | ||||||||||||||||||||||||||||||||||||||||||||||||
Seth Krauss, Chief Administrative Officer and Senior Counsel to the Board of Directors and Senior Management |
2024 | 2,000,000 | 3,650,000 | 4,224,934 | — | 6,102 | 9,881,036 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 228,082 | 228,082 | — | — | 928 | 457,092 |
| (1) | The amounts listed in this column represent the grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), with respect to the grant of restricted stock units. Assumptions used in calculating these amounts are described in Note 13 to our audited consolidated financial statements included in our Annual Report. |
| (2) | For Mr. Emanuel, the amount reported in this column represents (i) the value of the personal use of aircraft provided to him with an incremental cost of $116,782 calculated as described below and (ii) 401(k) matching contributions of $8,625 in respect of fiscal year 2024. For Mr. Schleimer, the amount reported in this column represents (i) the value of the personal use of aircraft provided to him with an incremental cost of $2,346 calculated as described below and (ii) 401(k) matching contributions of $8,625 in respect of fiscal year 2024. For Mr. Shapiro, the amount reported in this column represents (i) the value of the personal use of aircraft provided to him with an incremental cost of $194,049 calculated as described below, (ii) 401(k) matching contributions in the amount of $3,450 in respect of fiscal year 2024 (based on approximately fifty percent of total matching contributions made by Endeavor Group Holdings, Inc. or its affiliates allocable for Mr. Shapiro’s services to TKO for fiscal year 2024) and (iii) $1,372 of reimbursed commuting expenses (based on approximately fifty percent of total reimbursements made by Endeavor Group Holdings, Inc. or its subsidiaries allocable for Mr. Shapiro’s services to TKO for fiscal year 2024). For Mr. Krauss, the amount reported in this column represents (i) 401(k) matching contributions in respect of fiscal year 2024 (based on approximately fifty percent of total matching contributions made by Endeavor Group Holdings, Inc. or its affiliates allocable for Mr. Krauss’ services to TKO for fiscal year 2024) and (ii) $2,652 of reimbursed commuting expenses (based on approximately fifty percent of total reimbursements made by Endeavor Group Holdings, Inc. or its subsidiaries allocable for Mr. Krauss’ services to TKO for fiscal year 2024). From time to time, personal guests accompany our named executive officers on business-related flights for TKO, and the incremental cost of such travel and any deadhead flights or portions thereof is included in this column. Incremental cost is calculated on the basis of cost-per-mile |
Name |
Grant Date |
Estimate Future Payouts Under Non-Equity Incentive Plan Awards |
All Other Stock Awards: Number of Shares of Stock (#) (1) |
Grant Date Fair Value of Stock Awards($) (2) |
||||||||||||||||||||||||||||||||||||||||||
Threshold ($) |
Target ($) |
Maximum ($) |
||||||||||||||||||||||||||||||||||||||||||||
Ariel Emanuel |
2/22/2024 | 5,250,000 | 7,000,000 | (3) |
8,750,000 | 29,064 | (4) |
2,503,864 | ||||||||||||||||||||||||||||||||||||||
Andrew Schleimer |
2/21/2024 | — | 2,000,000 | (5) |
— | 17,500 | (4) |
1,497,475 | ||||||||||||||||||||||||||||||||||||||
Mark Shapiro |
1/21/2024 | — | 6,000,000 | (5) |
— | 252,749 | (4) |
19,565,300 | ||||||||||||||||||||||||||||||||||||||
Seth Krauss |
1/12/2024 | — | 2,000,000 | (3) |
— | 39,109 | (4) |
3,016,086 | ||||||||||||||||||||||||||||||||||||||
| 2/21/2024 | 14,127 | (4) |
1,208,847 | |||||||||||||||||||||||||||||||||||||||||||
| (1) | This amount represents the number of time-vesting restricted stock units granted. For more information relating to these RSUs, see “Key Elements of Executive Compensation Program—Equity-Based Awards” above and “Outstanding Equity Awards at 2024 Fiscal Year End” following this table. |
| (2) | For each grant, this amount represents the grant date fair value calculated in accordance with ASC 718 with respect to the restricted stock units. Assumptions used in calculating these amounts are described in Note 13 to our audited consolidated financial statements included in our Annual Report. |
| (3) | This amount represents the target annual bonus payable under Mr. Emanuel’s employment agreement, which is based on the achievement of a performance metric to be mutually agreed upon between Mr. Emanuel and the Governing Body. For fiscal year 2024, the Governing Body determined that Adjusted EBITDA would be the performance metric applicable for his 2024 annual bonus. |
| (4) | This amount represents the number of time-vesting restricted stock units granted to the named executive officer. For more information relating to these restricted stock units, see “Key Elements of Executive Compensation Program—Equity-Based Awards” above and “Outstanding Equity Awards at 2024 Fiscal Year End” following this table. |
| (5) | This amount represents the target annual bonus payable under the named executive officer’s employment agreement, taking into account Company and individual performance, as determined at year-end. |
Name |
Grant Date |
Number of shares or units of stock that have not vested (#) |
Market value of shares or units of stock that have not vested ($) (1) |
|||||||||
Ariel Emanuel |
9/12/2023 | 291,122 | (2) |
41,371,347 | ||||||||
| 2/22/2024 | 29,064 | (3) |
4,130,285 | |||||||||
Andrew Schleimer |
11/6/2023 | 24,830 | (4) |
3,528,591 | ||||||||
| 2/21/2024 | 17,500 | (3) |
2,486,925 | |||||||||
Mark Shapiro |
1/21/2024 | 189,562 | (5) |
26,938,856 | ||||||||
Seth Krauss |
1/12/2024 | 29,327 | (5) |
4,167,660 | ||||||||
| 2/21/2024 | 14,127 | (3) |
2,007,588 | |||||||||
| (1) | Represents the fair market value per share of our Class A common stock of $142.11, as of December 31, 2024. |
| (2) | As of December 31, 2024, the unvested time-based equity awards were scheduled to vest on September 12, 2025, September 12, 2026 and September 12, 2027, subject to continued employment through the vesting date. |
| (3) | As of December 31, 2024, the unvested time-based equity awards were scheduled to vest on January 20, 2025, January 20, 2026 and January 20, 2027. |
| (4) | As of December 31, 2024, the unvested time-based equity awards were scheduled to vest on December 31, 2025 and December 31, 2026, subject to continued employment through the vesting date. |
| (5) | As of December 31, 2024, the unvested time-based equity awards were scheduled to vest on December 31, 2025, December 31, 2026, and December 31, 2027. |
Stock Awards |
||||||||
Name |
Number of Equity Interests Acquired on Vesting (#) |
Value Realized on Vesting of Equity Interests ($) (1) |
||||||
Ariel Emanuel |
97,040 | 11,158,630 | ||||||
Andrew Schleimer |
12,414 | 1,764,154 | ||||||
Mark Shapiro |
60,651 | 6,974,258 | ||||||
| 63,187 | 8,979,505 | |||||||
Seth Krauss |
9,777 | 1,389,409 | ||||||
| (1) | Represents the fair market value per share of our Class A common stock on the date of vesting. |
Table of Contents
Estimated Payments Upon Termination of Employment or Change in Control
The table below shows the severance payments and benefits that each named executive officer would receive upon (1) death or disability, (2) termination without cause or a resignation with good reason, (3) termination for cause or a resignation without good reason and (4) a change in control. The amounts are calculated as if the date of termination and change in control occurred on December 31, 2024.
| Death or Disability ($) |
Termination without Cause or Resignation with Good Reason ($) |
Termination for Cause or Resignation without Good Reason ($) |
Change in Control ($) |
Termination without Cause or Resignation for Good Reason in Connection with Change in Control ($) |
||||||||||||||||
| Ariel Emanuel |
||||||||||||||||||||
| Base Salary Continuation |
— | 6,000,000 | (1) | — | — | 6,000,000 | (1) | |||||||||||||
| Bonus |
7,000,000 | (2) | 14,000,000 | (3) | — | — | 14,000,000 | (3) | ||||||||||||
| Accelerated Vesting of Equity-Based Awards |
— | 45,501,632 | (4) | — | 45,501,632 | (4) | 45,501,632 | (4) | ||||||||||||
| Andrew Schleimer |
||||||||||||||||||||
| Base Salary Continuation |
— | 3,000,000 | (5) | — | — | 4,000,000 | (1) | |||||||||||||
| Bonus |
2,000,000 | (2) | 5,000,000 | (6) | — | — | 6,000,000 | (9) | ||||||||||||
| Accelerated Vesting of Equity-Based Awards |
— | 6,015,516 | (4) | — | — | 6,015,516 | (4) | |||||||||||||
| Mark Shapiro |
||||||||||||||||||||
| Base Salary Continuation |
— | 12,000,000 | (7) | — | — | 12,000,000 | (7) | |||||||||||||
| Bonus |
6,000,000 | (2) | 24,000,000 | (8) | — | — | 24,000,000 | (8) | ||||||||||||
| Accelerated Vesting of Equity-Based Awards |
— | 26,938,656 | (4) | — | 29,938,656 | (4) | 26,938,656 | (4) | ||||||||||||
| Seth Krauss |
||||||||||||||||||||
| Base Salary Continuation |
— | 6,000,000 | (7) | — | — | 6,000,000 | (7) | |||||||||||||
| Bonus |
— | 2,000,000 | (2) | — | — | 2,000,000 | (2) | |||||||||||||
| Accelerated Vesting of Equity-Based Awards |
— | 6,175,958 | (4) | — | — | 6,175,958 | (4) | |||||||||||||
| (1) | This amount reflects the continued payment of two times the named executive officer’s base salary for 24 months following termination of his employment. |
| (2) | This amount reflects the payment of the named executive officer’s target annual bonus. |
| (3) | This amount reflects the payment of two times the named executive officer’s target annual bonus. |
| (4) | This amount reflects the accelerated vesting of all of the named executive officer’s time-based restricted stock units. |
| (5) | This amount reflects the continued payment of one and a half times the named executive officer’s base salary for 12 months following termination of his employment. |
| (6) | This amount reflects payment of the named executive officer’s target annual bonus for the calendar year in which termination occurs and ending on the 18-month anniversary of termination, payable over the 12-month period following termination of his employment. |
| (7) | This amount reflects the continued payment of the named executive officer’s base salary through December 31, 2027. |
| (8) | This amount reflects the payment of the named executive officer’s target annual bonus for each calendar year commencing with 2024 and ending on December 31, 2027. |
| (9) | This amount reflects payment of the named executive officer’s target annual bonus for the calendar year in which termination occurs and ending on the 24-month anniversary of termination, payable over the 12-month period following termination of his employment. |
51
Table of Contents
CEO Pay Ratio
Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of our median-paid employee (“Median Employee”) to the annual total compensation of Mr. Emanuel, our Executive Chair and Chief Executive Officer. We consider the pay ratios specified below to be reasonable estimates, with the pay ratio in the first bullet below calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K. However, because these rules provide flexibility in determining the methodology, assumptions and estimates used to determine pay ratios, and given the fact that workforce composition differs significantly among companies, our pay ratio may not be comparable to the pay ratios reported by other companies. Further, none of our governing body or management has used our pay ratio for purposes of making any compensation-related decisions.
To identify the Median Employee, we defined “employee” as any full-time, part-time, seasonal or temporary individual employed and paid by the Company or any of our consolidated subsidiaries as of December 31, 2024. For purposes of identifying the Median Employee for fiscal year 2024, the Company utilized an identification date of October 1, 2024, rather than December 31, 2024. The Company selected the identification date for fiscal year 2024 due to availability of data and administrative convenience, taking into account employee integrations following various business acquisitions. In accordance with the provisions of Item 402(u) of Regulation S-K, we did not include workers employed, and whose compensation is determined, by a third party or independent contractors. We then calculated each employee’s annual cash compensation, our consistently applied compensation measure, using actual base salary or wages and actual bonus paid for the 12-month period ended December 31, 2024. For employees paid in local currencies, we converted their base salary and bonus into U.S. dollar amounts using an exchange rate as of December 31, 2024. In identifying the Median Employee, we annualized base salary or wages for all permanent full-time and part-time employees who did not work the full fiscal year 2024, but did not make any cost-of-living or other adjustments. Base salary or wages for temporary or seasonal employees was not annualized. We then sorted the employees (excluding our CEO) by their annual cash compensation to determine the median of annual cash compensation to all employees and, thereby, identified the Median Employee. We then calculated the Median Employee’s annual total compensation using the same methodology we used for our named executive officers (including our CEO) as set forth in the 2024 Summary Compensation Table.
For 2024:
| • | The annual total compensation of our Median Employee, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, was $105,026 and the annual total compensation of our CEO, as reported in the Summary Compensation Table included above, was $18,129,271. |
| • | Therefore, the ratio of our CEO’s annual total compensation to the Median Employee’s annual total compensation was 173 to 1. |
52
Table of Contents
Summary Compensation Table Total for PEO ($) |
Compensation Actually Paid to PEO ($) (1)(2)(3) |
Average Summary Compensation Table Total for Non-PEO NEOs ($) |
Average Compensation Actually Paid to Non-PEO NEOs ($) (1)(2)(3) |
Value of Initial Fixed $100 Investment Based on: |
Net Income ($) |
Adjusted EBITDA ($) (5) |
||||||||||||||||||||||||||
Fiscal Year |
Total Shareholder Return ($) (4) |
Peer Group Index Total Shareholder Return ($) (4) |
||||||||||||||||||||||||||||||
2024 |
||||||||||||||||||||||||||||||||
| 2023 | ||||||||||||||||||||||||||||||||
| (1) | Amounts represent compensation actually paid (“CAP”) to our CEO, who was our Principal Executive Officer or “PEO” for fiscal years 2023 and 2024, and the average CAP to our remaining NEOs or “Non-PEO NEOs” for fiscal years 2023 and 2024, as determined under SEC rules, which includes the individuals indicated below for fiscal years 2023 and 2024: |
Year |
PEO |
Non-PEO NEOs | ||||||||||
2024 |
Mark Shapiro, Andrew Schleimer and Seth Krauss | |||||||||||
2023 |
Ariel Emanuel |
Mark Shapiro, Andrew Schleimer and Seth Krauss | ||||||||||
| (2) | Amounts represent the Summary Compensation Table Total Compensation for the applicable fiscal year adjusted as follows: |
Applicable Fiscal Year (“FY”) |
2023 |
2024 |
||||||||||||||
PEO |
Average non-PEO NEOs |
PEO |
Average non-PEO NEOs |
|||||||||||||
| Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | ||||||||||||||||
| Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | ||||||||||||||||
| Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | ||||||||||||||||
Total Adjustments |
( |
) | ( |
) | ||||||||||||
| (3) | The fair values of restricted stock units included in the CAP to our PEO and the Average CAP to our Non-PEO NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report. Any changes to the fair values of our restricted stock units from the grant date are based on our updated stock price at the applicable measurement date. For the year presented, the increases or decreases in the year-end restricted stock unit fair value from the fair value on the grant date were affected by changes in the stock price. For additional information on the assumptions used to calculate the valuation of the awards, see Note 13 to our audited consolidated financial statements included in our Annual Report. |
| (4) |
| (5) | non-GAAP measure and is calculated from our audited financial statements as follows: net income, excluding income taxes, net interest expense, depreciation and amortization, equity-based compensation, merger and acquisition costs, certain legal costs, restructuring, severance and impairment charges, and certain other items when applicable. For a reconciliation of the differences between Adjusted EBITDA and the most directly comparable financial measure calculated and presented in accordance with GAAP, see Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Non-GAAP Financial Measures” on page 54 and 55 of our Annual Report. |
September 12, 2023 |
FY 2023 |
FY 2024 |
||||||||||
Company TSR |
$ | $ | $ | |||||||||
S&P 1500 Media and Entertainment Index TSR |
$ | $ | $ | |||||||||
PEO Compensation Actually Paid (in millions) |
$ | $ | ||||||||||
Avg. non-PEO NEO Compensation Actually Paid (in millions) |
$ | $ | ||||||||||
FY 2023 |
FY 2024 |
|||||||
Net Income (in millions) |
$ | $ | ||||||
PEO Compensation Actually Paid (in millions) |
$ | $ | ||||||
Avg. non-PEO NEO Compensation Actually Paid (in millions) |
$ | $ | ||||||
FY 2023 |
FY 2024 |
|||||||
Adjusted EBITDA (in millions) (1) |
$ | $ | ||||||
PEO Compensation Actually Paid (in millions) |
$ | $ | ||||||
Avg. non-PEO NEO Compensation Actually Paid (in millions) |
$ | $ | ||||||
| (1) | Adjusted EBITDA is a non-GAAP measure and is calculated from our audited financial statements as follows: net income, excluding income taxes, net interest expense, depreciation and amortization, equity-based compensation, merger and acquisition costs, certain legal |
costs, restructuring, severance and impairment charges, and certain other items when applicable. For a reconciliation of the differences between Adjusted EBITDA and the most directly comparable financial measure calculated and presented in accordance with GAAP, see Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Non -GAAP Financial Measures” on page 54 and 55 of our Annual Report. |
Table of Contents
COMPENSATION OF OUR DIRECTORS
The table below shows the compensation earned by each director other than Messrs. Emanuel and Shapiro (whose compensation is set forth above) for the fiscal year ended December 31, 2024.
| Name(5) |
|
Fees Earned or Paid in Cash |
|
Bonus ($) | |
Stock Awards ($)(1) |
|
|
Non-Equity Incentive Compensation ($) |
|
|
All Other Compensation ($) |
|
|
Total ($) |
| ||||||||
| Peter C.B. Bynoe |
467,000 | — | 183,498 | — | — | 650,498 | ||||||||||||||||||
| Egon P. Durban |
— | — | — | — | — | — | ||||||||||||||||||
| Dwayne Johnson |
— | — | 29,898,142 | (2) | — | — | 29,898,142 | |||||||||||||||||
| Brad Keywell |
100,184 | — | 289,978 | — | — | 390,162 | ||||||||||||||||||
| Steve R. Koonin |
423,274 | — | 301,440 | — | — | 724,714 | ||||||||||||||||||
| Jonathan A. Kraft |
107,000 | — | 183,498 | — | — | 290,498 | ||||||||||||||||||
| Sonya E. Medina |
138,000 | — | 183,498 | — | — | 321,498 | ||||||||||||||||||
| Nancy R. Tellem |
378,000 | — | 183,498 | — | — | 561,498 | ||||||||||||||||||
| Carrie Wheeler |
393,000 | — | 183,498 | — | — | 576,498 | ||||||||||||||||||
| Nick Khan(3) |
2,000,000 | 4,000,000 | — | — | 11,640 | (4) | 6,011,640 |
| (1) | The amounts listed in this column represent the grant date fair value calculated in accordance with ASC 718 with respect to the grant of restricted stock units during fiscal year 2024. Assumptions used in calculating these amounts are described in Note 13 to our audited consolidated financial statements included in our Annual Report. |
| (2) | In connection with Mr. Johnson’s entry into the Johnson Services Agreement (as defined below) on January 22, 2024, Mr. Johnson received a new equity award of 386,231 restricted stock units that vested or will vest as follows: 25% vested on January 22, 2024; 25% vested upon completion of certain services described in the services agreement; 25% on vested on December 31, 2024; and the remaining 25% vested or will vest in equal monthly installments from January 31, 2025 through December 31, 2025. Such restricted stock units included for Mr. Johnson are exclusively in respect of his services as a non-director advisor during fiscal year 2024 and do not reflect any compensation in respect of his services as a director. |
| (3) | The amounts included for Mr. Khan are exclusively in respect of his services as an employee during fiscal year 2024 and do not reflect any compensation in respect of his services as a director. |
| (4) | The amount reported in this column represents the value of 401(k) matching contributions and life insurance payments. |
| (5) | Mr. McMahon was employed and engaged as a director by the Company through January 26, 2024. He did not earn any compensation in respect of his services as a director. |
The table below shows the aggregate numbers of unvested stock awards held as of December 31, 2024 by each director other than Messrs. Emanuel and Shapiro (whose outstanding awards are set forth above).
| Name |
Stock Awards Outstanding at 2024 Fiscal Year End | |
| Peter C.B. Bynoe |
1,700(1) | |
| Egon P. Durban |
— | |
| Dwayne Johnson |
98,258(2) | |
| Brad Keywell |
1,700(1) | |
| Nick Khan |
205,885(3) | |
| Steve R. Koonin |
1,700(1) | |
| Jonathan A. Kraft |
1,700(1) | |
| Sonya E. Medina |
1,700(1) | |
| Nancy R. Tellem |
1,700(1) | |
| Carrie Wheeler |
1,700(1) |
| (1) | The unvested restricted stock units will vest on the date of our stockholder meeting in 2025. |
57
Table of Contents
| (2) | The unvested restricted stock units will vest as follows: 1,700 unvested restricted stock units will vest on the date of our stockholders meeting in 2025; and 96,558 unvested restricted stock units will vest in equal monthly installments through December 31, 2025. |
| (3) | The unvested restricted stock units will vest as follows: 102,451 unvested restricted stock units will vest in two equal annual installments beginning on December 31, 2025; 80,804 unvested restricted stock units will vest on July 20, 2025; and 22,630 unvested restricted stock units will vest on July 20, 2026. |
Non-Employee Director Compensation Policy
We maintain a policy pursuant to which each non-employee director (other than those who are appointed pursuant to the Governance Agreement and are not “Independent” thereunder) receives an annual director fee of $107,000 as well as an additional annual fee of $15,000 for service as the chair of the audit committee and an additional annual fee of $21,000 for service (including as chair) on the audit committee, each earned on a quarterly basis. The policy provides for an additional annual fee of $20,000 for service as the chair of the compensation committee and an additional annual fee of $10,000 for service (including as chair) on the compensation committee, each earned on a quarterly basis, and an annual fee of $15,000 for service as the chair of the nominating and corporate governance committee and an additional annual fee of $7,500 for service (including as chair) on the nominating and corporate governance committee, each earned on a quarterly basis.
Each non-employee director will also receive an annual restricted stock unit award with a grant date value of $182,000, calculated based on the average closing price (as reported on the applicable stock exchange on which shares of our Class A common stock are traded for the 20 trading days preceding the date of grant or, if such shares have been trading for less than 20 days, the number of days these shares have been trading preceding the date of grant), entitling them to receive shares of our Class A common stock upon vesting. Additionally, each non-employee director who was initially elected or appointed to the Board following the closing date received a grant of our Class A common stock with a grant date value, calculated based on the average closing price (as reported on the applicable stock exchange on which shares of our Class A common stock are traded for the 20 trading days preceding the date of grant or, if such shares have been trading for less than 20 days, the number of days these shares have been trading preceding the date of grant), equal to the product of $182,000, and a fraction calculated as follows: (i) before our first annual shareholder meeting, the numerator of which is (x) the number of days between the closing date and the anticipated date of our first annual shareholder meeting (as determined by the Board) minus (y) the number of days in the period beginning on the date of the effective time and ending on such non-employee director’s start date, and the denominator of this fraction is the number of days in the period between the closing date and the anticipated date of our first annual shareholder meeting and (ii) following the our first annual shareholder meeting, the numerator of this fraction is (x) 365 minus (y) the number of days in the period beginning on the date of the annual shareholder meeting immediately preceding such non-employee director’s start date, and ending on such non-employee director’s start date, and the denominator of this fraction is 365.
Each equity grant will vest in full on the date of our annual shareholder meeting immediately following the date of grant, subject to the non-employee director continuing in service through such meeting date, and is further subject to accelerated vesting upon a change in control (as defined in the 2023 Incentive Award Plan).
Special Committee Compensation
In May 2024, the Company received an opportunity to engage with subsidiaries of Endeavor in a potential transaction to acquire such subsidiaries’ On Location, IMG and Professional Bull Riders businesses (the “Endeavor Asset Acquisition”) and the Board formed a special committee (the “Special Committee”) to evaluate the Endeavor Asset Acquisition. The Special Committee was composed of Messrs. Bynoe and Koonin and Mses. Tellem and Wheeler, each of whom is an independent and disinterested member of the Board with respect to the Endeavor Asset Acquisition. In recognition of the additional time and effort necessary to serve on the Special Committee, the Board approved additional cash compensation for each member of the Special Committee, consisting of an initial payment of $150,000 and a monthly fee of $20,000 (not to exceed $250,000 per year) for service on the Special Committee. In addition, for his leadership role as chairman of such committee, Mr. Bynoe was awarded an additional cash fee of $50,000.
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Employee Compensation for Mr. Khan
Mr. Khan was not entitled to any compensation in respect of his services as director in fiscal year 2024. However, he was entitled to certain compensation in respect of his services as our employee in fiscal year 2024. Mr. Khan received an annual base salary for fiscal year 2024 equal to $2,000,000. Mr. Khan, in his position as President of WWE, was also eligible to receive an annual bonus with target bonus opportunity equal to $3,000,000. For fiscal year 2024, such bonus was determined taking into account Adjusted EBITDA for WWE as the primary, but not only, consideration, resulting in a bonus payment of $ $4,000,000. In addition, Mr. Khan also participated in certain of our benefit plans that are generally available to similarly situated employees in fiscal year 2024.
While perquisites help to provide our executives a benefit with a high perceived value at a relatively low cost, we do not generally view perquisites as a material component of our executive compensation program. Perquisites we provided to Mr. Khan during fiscal year 2024 included matching contributions and certain life insurance payments. The aggregate incremental cost of such perquisites for Mr. Khan in fiscal year 2024 is included in the “All Other Compensation” column of the “Compensation of Our Directors” Table above.
Independent Services Compensation for Mr. Johnson
On January 22, 2024, WWE entered into an Independent Services Contractor and Merchandising Agreement with Mr. Johnson and certain of his affiliates (the “Johnson Services Agreement”), pursuant to which Mr. Johnson agreed to provide to WWE certain promotional and other services. As consideration for Mr. Johnson’s services pursuant to the Johnson Services Agreement, and in respect of the intellectual property grants and licenses made by Mr. Johnson and his affiliates in connection therewith, Mr. Johnson received an award of restricted stock units in respect of Class A common stock, in an amount equal to $30,000,007 (the “Johnson Equity Award”). Subject to certain forfeiture and acceleration events, the Johnson Equity Award will vest in equal monthly installments through December 31, 2025. For additional details regarding the Johnson Services Agreement, please see the section titled “Certain Transactions with Related Persons—Other Transactions” elsewhere in this Proxy Statement.
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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table sets forth certain information with respect to securities authorized for issuance under equity compensation plans as of December 31, 2024.
| Plan category: |
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights |
Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights |
Number of Securities Available for Future Issuance Under Equity Compensation Plans (excludes securities Reflected in first column) |
|||||||||
| Equity compensation plans approved by security holders (1) |
3,354,132 | (2) | — | 9,876,890 | (3) | |||||||
| Equity compensation plans not approved by security holders |
— | — | — | |||||||||
| Total |
3,354,132 | 9,876,890 | ||||||||||
| (1) | Consists of the 2023 Incentive Award Plan and the 2016 Plan. |
| (2) | Consists of restricted stock units issued under the 2023 Incentive Award Plan and the 2016 Plan, and performance stock units under the 2016 Plan, calculated using the target number of shares issuable in respect of such performance stock units. |
| (3) | Awards under the 2023 Incentive Award Plan may be issued in the form of restricted stock units, restricted stock, stock options, other stock or cash-based awards and dividend equivalents. No additional awards will be granted pursuant to the 2016 Plan. |
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
From January 1, 2024 through December 31, 2024, the members of the Company’s Compensation Committee were Peter Bynoe, Steven Koonin and Sonya Medina, with Mr. Koonin serving as chair. None of these members have ever been an officer or employee of the Company or any of our subsidiaries or had any relationships with us or any of our subsidiaries requiring disclosure under SEC regulations. None of the Company’s executive officers serve as members of the Company’s Compensation Committee. Compensation for our executive officers is approved as described under “Executive Compensation—Compensation Discussion and Analysis — Setting Executive Compensation,” which information is incorporated by reference herein. Mr. Emanuel also serves on the Board and the Executive Committee of Endeavor Group Holdings, Inc.
Related person transactions pursuant to Item 404(a) of Regulation S-K involving those who made compensation decisions for those who are to serve as the Company’s executive officers are set forth under “Certain Transactions with Related Persons.”
Our non-employee directors who qualify as “independent” are eligible to receive compensation for their service on our board and the committees thereof pursuant to our non-employee director compensation program.
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STOCK OWNERSHIP
The table below sets forth information with respect to the beneficial ownership of our Class A common stock and Class B common stock by:
| • | each person who is known to be the beneficial owner of more than 5% of the outstanding shares of any class or series of our capital stock; |
| • | each of our directors and named executive officers; and |
| • | all of our directors and executive officers as a group. |
The amounts and percentages of Class A common stock and Class B common stock beneficially owned are reported on the basis of the regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days of April 17, 2025, provided that any person who acquires any such right with the purpose or effect of changing or influencing the control of the issuer, or in connection with or as a participant in any transaction having such purpose or effect, immediately upon such acquisition shall be deemed to be the beneficial owner of the securities which may be acquired through the exercise of such right. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.
The beneficial ownership of our voting securities is based on 81,739,666 shares of our Class A common stock and 116,158,615 shares of our Class B common stock, each issued and outstanding as of April 17, 2025. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options, warrants or other rights held by such person that are currently exercisable or that will become exercisable or will otherwise vest within 60 days of April 17, 2025 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.
Unless otherwise indicated, the address for each beneficial owner listed below is: c/o TKO Group Holdings, Inc., 200 Fifth Avenue, 7th Floor, New York, NY 10010.
| Class A Common Stock Owned (1) |
Class B Common Stock Owned (1) |
Combined Voting Power (2) |
||||||||||||||||||
| Name and Address of Beneficial Owner | Number | % | Number | % | % | |||||||||||||||
| Greater than 5% Equityholders | ||||||||||||||||||||
| Endeavor Group Holdings, Inc.(3) | 120,563,082 | 60.9% | 116,158,615 | 100% | 60.9% | |||||||||||||||
| Silver Lake Equityholders(3)(4) | 120,563,082 | 60.9% | 116,158,615 | 100% | 60.9% | |||||||||||||||
| Vincent K. McMahon(5) | 8,021,405 | 9.8% | — | — | 4.1% | |||||||||||||||
| BlackRock, Inc.(6) | 6,339,199 | 7.8% | — | — | 3.2% | |||||||||||||||
| The Vanguard Group(7) | 6,681,087 | 8.2% | — | — | 3.4% | |||||||||||||||
| Ninety One Plc(8) | 4,411,978 | 5.4% | — | — | 2.2% | |||||||||||||||
| Morgan Stanley(9) | 4,214,167 | 5.2% | — | — | 2.1% | |||||||||||||||
| Directors and Named Executive Officers | ||||||||||||||||||||
| Ariel Emanuel(10) | 66,179 | * | — | — | * | |||||||||||||||
| Peter C.B. Bynoe(11) | 3,467 | * | — | — | * | |||||||||||||||
| Egon P. Durban(3)(4) | 120,563,082 | 60.9% | 116,158,615 | 100% | 60.9% | |||||||||||||||
| Dwayne Johnson(12) | 329,906 | * | — | — | * | |||||||||||||||
| Bradley A. Keywell(13) | 2,888 | * | — | — | * | |||||||||||||||
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| Class A Common Stock Owned (1) |
Class B Common Stock Owned (1) |
Combined Voting Power (2) |
||||||||||||||||||
| Nick Khan | 116,795 | * | — | — | * | |||||||||||||||
| Steven R. Koonin(14) | 9,400 | * | — | — | * | |||||||||||||||
| Jonathan A. Kraft(15) | 38,232 | * | — | — | * | |||||||||||||||
| Seth Krauss |
7,983 | * | — | — | * | |||||||||||||||
| Sonya E. Medina(16) |
3,700 | * | — | — | * | |||||||||||||||
| Mark Shapiro |
9,563 | * | — | — | * | |||||||||||||||
| Andrew Schleimer |
73,677 | * | — | — | * | |||||||||||||||
| Nancy R. Tellem(17) |
3,467 | * | — | — | * | |||||||||||||||
| Carrie Wheeler(18) |
6,599 | * | — | — | * | |||||||||||||||
| All directors and executive officers as a group (14 persons)(19) |
121,234,938 | 61.3 | % | 116,158,615 | 100 | % | 61.3 | % | ||||||||||||
| * | Less than 1%. |
| (1) | Each TKO OpCo Unit (other than TKO OpCo Units held by us) is redeemable from time to time at each holder’s option for, at our election, newly issued shares of our Class A common stock on a one-for-one basis, or to the extent there is cash available from the sale of newly issued shares of our Class A common stock, a cash payment equal to the closing price of one share of Class A common stock on the last full trading day immediately prior to the redemption date for each TKO OpCo Unit so redeemed, in each case, in accordance with the terms of the TKO Operating Agreement (as defined below). In this table, beneficial ownership of TKO OpCo Units has been reflected as beneficial ownership of shares of our Class A common stock for which such TKO OpCo Units may be exchanged. When a TKO OpCo Unit is exchanged by a holder thereof, a corresponding share of Class B common stock will be cancelled. |
| (2) | Represents the percentage of voting power of our Class A common stock and Class B common stock voting as a single class. Each share of Class A common stock entitles the registered holder to one vote per share and each share of Class B common stock entitles the registered holder thereof to one vote per share on all matters presented to stockholders for a vote generally, including the election of directors. The Class A common stock and Class B common stock will vote as a single class on all matters except as required by law or our certificate of incorporation. |
| (3) | Based solely on a Schedule 13D/A filed with the SEC on March 26, 2025 and information known to the Company, (i) 83,074,858 TKO OpCo Units (and an equal number of our Class B common stock) are held of record by January Capital Holdco, LLC (“January Holdco”), (ii) 6,542,033 TKO OpCo Units (and an equal number of our Class B common stock) are held of record by January Capital Sub, LLC (“January Sub”), (iii) 2,155,118 TKO OpCo Units (and an equal number of our Class B common stock) are held of record by EOC Borrower, LLC (“EOC Borrower”), (iv) 24,386,536 TKO OpCo Units (and an equal number of our Class B common stock) are held of record by IMG Worldwide, LLC (“IMG Worldwide”), (v) 2,579,437 shares of Class A common stock are held of record by Endeavor OpCo and (vi) 1,825,030 shares of Class A common stock are held of record by WME IMG, LLC (“WME IMG”), in each case as of April 17, 2025. Endeavor Group Holdings, Inc. is the managing member of Endeavor Manager, LLC, which in turn is the sole member of Endeavor OpCo. Endeavor OpCo is the sole member of January Holdco, January Sub and EOC Topco, LLC (“EOC Topco”), which in turn is the managing member of EOC Borrower. IMG Worldwide is an indirect subsidiary of WME IMG, which is an indirect subsidiary of Endeavor Group Holdings, Inc. As a result, Endeavor Group Holdings, Inc. may be deemed to beneficially own the securities held of record by the EGH Subscribers, IMG Worldwide, EOC Borrower, EOC Topco or WME IMG. The address of each EGH Subscriber, EOC Borrower, EOC Topco, IMG Worldwide and WME IMG is c/o Endeavor Group Holdings, Inc., 9601 Wilshire Boulevard, 3rd Floor, Beverly Hills, California 90210. As of April 17, 2025, the Endeavor Margin Loan Borrower (as defined below) pledged, hypothecated or granted security interests in 83,074,858 common units of TKO Operating Company, LLC and a corresponding number of shares of Class B common stock of TKO Group Holdings, Inc. under a margin loan agreement. In the event of a default under this agreement, the secured parties may foreclose upon the pledged securities. See “Certain Transactions with Related Persons—Endeavor Margin Loan Facility.” |
| (4) | Based solely on a Schedule 13D/A filed with the SEC on March 26, 2025 and information known to the Company, Silver Lake West VoteCo, L.L.C., and Egon Durban may be deemed to have shared voting power and shared dispositive power over 120,563,082 shares of our Class A common stock held by the EGH Subscribers. Mr. Durban is the managing member of Silver Lake West VoteCo, L.L.C., a director of TKO Group Holdings and is a Co-CEO and Managing Member of Silver Lake Group, L.L.C. Securities reported herein are held solely by subsidiaries of Endeavor Group Holdings, Inc. Investment funds managed by Silver Lake do not directly hold any equity securities of the Issuers. The principal office of each of Mr. Durban and each of the entities identified in this footnote is c/o Silver Lake, 2775 Sand Hill Road, Suite 100, Menlo Park, California 94025. |
| (5) | Based solely on a Schedule 13G/A filed with the SEC on November 14, 2024, Vincent K. McMahon directly holds 8,021,405 shares of our Class A common stock and has sole voting and sole dispositive power over such shares. The principal office of Mr. McMahon is c/o McMahon Ventures, 1055 Washington Boulevard, Stamford, CT 06901. |
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| (6) | Based solely on a Schedule 13G filed with the SEC on February 8, 2024, BlackRock, Inc. has sole voting power over 6,105,643 shares of our Class A common stock and sole dispositive power over 6,339,199 shares of our Class A common stock. The business address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. |
| (7) | Based solely on a Schedule 13G/A filed with the SEC on January 31, 2025, The Vanguard Group has shared voting power over 28,363 shares of our Class A common stock, sole dispositive power over 6,566,189 of our Class A common stock and shared dispositive power over 114,898 shares of our Class A common stock. The business address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. |
| (8) | Based solely on a Schedule 13G filed with the SEC on February 13, 2024, Ninety One Plc has shared voting power over 2,224,508 shares of our Class A common stock and shared dispositive power over 4,411,978 shares of our Class A common stock, and Ninety One UK Limited has shared voting power over 2,157,745 shares of our Class A common stock and shared dispositive power over 4,345,215 shares of our Class A common stock. Ninety One Plc is the parent entity of Ninety One UK. The business address of Ninety One UK Limited is 55 Gresham Street, London, EC2V 7HB, United Kingdom. |
| (9) | Based solely on a Schedule 13G filed with the SEC on February 9, 2024, Morgan Stanley has shared voting power with respect to 3,782,792 shares of Class A common stock and shared dispositive power with respect to 4,200,763 shares of Class A common stock. The business address for Morgan Stanley is 1585 Broadway, New York, NY 10036. |
| (10) | Includes 66,179 shares of our Class A common stock beneficially owned by Mr. Emanuel. |
| (11) | Includes 1,700 shares of Class A common stock underlying restricted stock units held by Mr. Bynoe that will vest within 60 days of April 17, 2025. |
| (12) | Includes 16,093 shares of Class A common stock underlying restricted stock units held by Mr. Johnson that will vest within 60 days of April 17, 2025. |
| (13) | Includes 1,700 shares of Class A common stock underlying restricted stock units held by Mr. Keywell that will vest within 60 days of April 17, 2025. |
| (14) | Includes 2,479 shares of Class A common stock underlying restricted stock units held by Mr. Koonin that will vest within 60 days of April 17, 2025. |
| (15) | Includes 1,700 shares of Class A common stock underlying restricted stock units held by Mr. Kraft that will vest within 60 days of April 17, 2025 and 23,500 shares of Class A common stock held directly by KPC US Equity LLC (“KPC US”). Mr. Kraft has shared voting and dispositive power with respect to shares held by KPC US. |
| (16) | Includes 1,700 shares of Class A common stock underlying restricted stock units held by Ms. Medina that will vest within 60 days of April 17, 2025. |
| (17) | Includes 1,700 shares of Class A common stock underlying restricted stock units held by Ms. Tellem that will vest within 60 days of April 17, 2025. |
| (18) | Includes 1,700 shares of Class A common stock underlying restricted stock units held by Ms. Wheeler that will vest within 60 days of April 17, 2025. |
| (19) | Includes (i) 28,772 shares of Class A common stock underlying restricted stock units that will vest within 60 days of April 17, 2025 and (ii) 94,021,358 shares of our Class A common stock as to which Mr. Durban may be deemed to have beneficial ownership (see footnotes (3) and (4) above). |
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DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our executive officers and directors, our principal accounting officer and persons who beneficially own more than 10% of any class of our common stock to file with the SEC reports of their ownership and changes in their ownership of our common stock. To our knowledge, based solely on review of the copies of such reports and amendments to such reports with respect to the year ended December 31, 2024 filed with the SEC and on written representations by our directors and executive officers, all required Section 16 reports under the Exchange Act for our directors, executive officers, principal accounting officer and beneficial owners of greater than 10% of our common stock were filed on a timely basis during the year ended December 31, 2024 and during the period thereafter through the date of this Proxy Statement, other than one Form 4 filing reporting one late transaction for Vincent K. McMahon, which fixed previously reported errors, and, due to inadvertent administrative error, (i) one Form 4 filing reporting two late transactions for Jonathan Kraft, (ii) one Form 4 filing reporting one late transaction for Shane Kapral, and (iii) one Form 4 filing reporting one late transaction jointly filed by Silver Lake West HoldCo, L.P., Silver Lake West HoldCo II, L.P., Silver Lake West VoteCo, L.L.C. and Egon Durban, in connection with their indirect beneficial ownership in a transaction timely reported by Endeavor Group Holdings, Inc.
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CERTAIN TRANSACTIONS WITH RELATED PERSONS
Related Person Transactions Policies and Procedures
We have adopted a written Related Person Transaction Policy (the “Policy”), which sets forth our policy with respect to the review and approval or, ratification of all related person transactions. Under the Policy, related person transactions are to be reviewed and approved or ratified by (1) at least a majority of the “independent” directors (as defined in the Bylaws) and (2) either (i) a majority of the Company’s Board or (ii) the Chief Executive Officer. These approving bodies review the relevant facts and circumstances of the related person transaction as it deems necessary and advisable, including without limitation, whether the transaction is inconsistent with the interest of the Company and its stockholders and taking into account the Company’s organizational and governance documents. Certain types of transactions are deemed pre-approved pursuant to standing pre-approval guidelines established under the Policy.
A “related person transaction” is defined as, subject to certain exceptions as provided under Item 404(a) of Regulation S-K, any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant, the amount involved exceeds $120,000 and in which any related person (as defined in the Policy) had, has or will have a direct or indirect material interest.
In addition to the Policy, our Bylaws provide that, subject to specified exceptions, for so long as Endeavor Group Holdings, Inc. beneficially owns, directly or indirectly (including through its controlled affiliates), more than an aggregate of 20% of the voting power of the then-outstanding shares of capital stock of TKO, (x) prior to December 31, 2025, transactions between TKO Group Holdings, Inc. and Endeavor Group Holdings, Inc. (or its affiliates) must be approved by (i) a majority of the Board (including a majority of the WWE-designated directors or their successors) and (ii) a majority of the “independent” directors (as defined under the Bylaws), and (y) following December 31, 2025, such transactions must be approved by (i) a majority of the Board and (ii) a majority of the Board of director’s “independent” directors (as defined under the Bylaws).
Limited Liability Company Agreement of TKO OpCo
On September 12, 2023, Group Holdings, Inc., TKO OpCo and TKO Group Holdings, Inc. entered into the Limited Liability Company Agreement of TKO OpCo (the “TKO Operating Agreement”). The Company operates its business through TKO OpCo and its subsidiaries, in accordance with the terms of the TKO Operating Agreement. As sole managing member of TKO OpCo, TKO Group Holdings, Inc. has control over all of the affairs and decision-making of TKO OpCo. As such, TKO Group Holdings, Inc. is responsible for all operational and administrative decisions of TKO OpCo and the day-to-day management of TKO OpCo’s business. TKO Group Holdings, Inc. will fund any dividends to TKO Group Holdings, Inc. stockholders (if any) by causing TKO OpCo to make distributions to its equityholders, including TKO Group Holdings, Inc., subject to the limitations imposed by the TKO Operating Agreement.
The holders of common units of TKO OpCo, including TKO Group Holdings, Inc., will generally incur U.S. federal, state and local income taxes on their allocable share of any net taxable income of TKO OpCo. Net profits of TKO OpCo will generally be allocated to its members pro rata in accordance with the percentages of their respective ownership of equity interests in TKO OpCo, though certain non-pro rata adjustments may be made to reflect tax depreciation, amortization and other allocations as required under applicable law or as provided for in the TKO Operating Agreement. The TKO Operating Agreement provides for cash distributions to the holders of common units for purposes of funding their tax obligations in respect of the taxable income of TKO OpCo that is allocated to them (or otherwise generally provides for the TKO OpCo members to be provided with liquidity), subject to available cash and any negative covenants in applicable loan agreements. Generally, these tax distributions are calculated using an assumed tax rate equal to the highest marginal combined income tax rate applicable to an individual or corporation resident in Los Angeles, California or New York, New York (whichever rate is higher), taking into account the deductibility of applicable state and local income taxes for
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U.S. federal income tax purposes and any limitations thereon, with the same assumed tax rate applicable to all TKO OpCo members. Distributions (including tax distributions) made in respect of common units are generally to be paid pro rata in respect of such common units.
The TKO Operating Agreement provides that, except as otherwise determined by TKO Group Holdings, Inc., if at any time TKO Group Holdings, Inc. issues shares of Class A common stock or any other equity or equity-linked security of TKO Group Holdings, Inc. entitled to any economic rights, TKO OpCo will then issue an equal amount of common units (or other security with corresponding economic rights) of TKO OpCo to TKO Group Holdings, Inc. Similarly, except as otherwise determined by TKO Group Holdings, Inc., TKO OpCo will not issue any additional common units to TKO Group Holdings, Inc. unless TKO Group Holdings, Inc. issues or sells an equal number of shares of Class A common stock. Conversely, except as otherwise determined by TKO Group Holdings, Inc., if at any time any shares of Class A common stock are redeemed, repurchased or otherwise acquired, TKO OpCo will redeem, repurchase or otherwise acquire an equal number of common units held by TKO Group Holdings, Inc. upon the same terms and for the same price per security, as the shares of Class A common stock are redeemed, repurchased or otherwise acquired. In addition, except as otherwise determined by TKO Group Holdings, Inc., TKO OpCo will not affect any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of TKO OpCo Units unless it is accompanied by a substantively identical subdivision or combination of TKO Group Holdings, Inc. Common Stock.
Subject to certain exceptions, TKO OpCo will indemnify all of its members and their officers and other related parties against all losses or expenses arising from claims or other legal proceedings in which any such person (in its capacity as such) may be involved or become subject to in connection with TKO OpCo’s business or affairs or the TKO Operating Agreement or any related document.
The TKO Operating Agreement provides that the members of TKO OpCo (other than TKO Group Holdings, Inc.) (or certain permitted transferees thereof) have the right from time to time, subject to certain restrictions, to cause TKO OpCo to redeem any or all of their common units (with the simultaneous redemption of shares of Class B common stock), in exchange for, at TKO Group Holdings, Inc.’s election (subject to certain exceptions), either cash (based on the market price of a share of Class A common stock) or shares of Class A common stock, and if such redemption is made in exchange for shares of Class A common stock, it shall be effected as a direct purchase by TKO Group Holdings, Inc. If, on the date of the applicable exchange notice, the aggregate amount of TKO Group Holdings, Inc.’s cash balance plus the aggregate amount of any loans by TKO Group Holdings, Inc. to TKO OpCo as permitted under TKO Group Holdings, Inc.’s cash management policy, in the aggregate, is in excess of $100 million, any exchange may only occur 30 days following the giving of notice by a member of the TKO Operating Agreement.
Under the Governance Agreement, common units are subject to restrictions on transfer, which are more fully described in the section entitled “—Certain Restrictions on the EGH Subscribers and Endeavor” below.
Governance Agreement
On September 12, 2023, we entered into the Governance Agreement. On January 23, 2024, the parties amended the Governance Agreement to, among other things, increase the size of the Board from 11 to 13 directors and permit each of the former Executive Chair of our Board and the EGH Subscribers to appoint one additional director (as amended, the “Governance Agreement”). Pursuant to the Governance Agreement, the WWE Designees and the EGH Subscribers currently are entitled to certain director designation rights as further described below. The Governance Agreement also places restrictions on the EGH Subscribers’ ability to affect certain actions.
Prior to our former Executive Chair’s resignation from such position on January 26, 2024 (the “Executive Chair Sunset”), he was also entitled to certain director appointment rights under the Governance Agreement. As of the Executive Chair Sunset, our former Executive Chair no longer has the right to designate any directors of the Company, and his designation rights passed to the WWE Designees (acting by majority).
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Designation rights with respect to the EGH Designees and the WWE Designees and other appointment provisions summarized below under “—Board Nominees” expire on the Sunset Date, and, other than certain provisions that will survive under the Governance Agreement, including those described below under “—Certain Restrictions on the EGH Subscribers and Endeavor Group Holdings, Inc.,” the Governance Agreement will terminate pursuant to its terms at 12:01 a.m., Eastern Time, on January 1, 2026, the day following the Sunset Date.
Board Nominees
Appointment Rights Held by WWE and the WWE Designees
WWE’s initial director designees or their successors, as applicable, are currently entitled to designate six WWE Designees. Until the Sunset Date, the slate of individuals nominated for election to the Board must include all six WWE Designees, at least three of whom must qualify as “independent” as defined under our Bylaws.
Appointment Rights Held by the EGH Subscribers
The EGH Subscribers are currently entitled to designate seven EGH Designees. Until the date on which Endeavor Group Holdings, Inc. no longer owns, directly or indirectly, more than 20% in the aggregate of the voting power of the then-outstanding shares of capital stock of TKO Group Holdings, Inc., the slate of individuals nominated for election to the Board must include all seven EGH Designees, at least three of whom must qualify as “independent” as defined under our Bylaws.
Other Appointment Provisions
Under the Governance Agreement, subject to the rights to designate a replacement as otherwise set forth therein, the Board has the right to designate nominees for election at annual stockholder meetings for, or to fill vacancies in, all director positions.
For so long as any nominating person has the right to designate an EGH Designee or a WWE Designee, in the event that (a) a vacancy is created at any time by the death, disability, retirement, resignation or removal of an EGH Designee or a WWE Designee or (b) an individual is disqualified by the Board or the nominating and corporate governance committee, then the applicable nominating person may designate another individual as its designee to either fill the applicable vacancy or be included on the slate of nominees to be recommended by the Board for election at its next meeting of the stockholders, and TKO Group Holdings, Inc. will take all necessary action within its control so that each replacement nominee is nominated and elected to the Board.
At any meeting convened before the Sunset Date at which directors are to be elected, the EGH Subscribers and each of their permitted transferees have agreed to vote all of their shares of Common Stock in favor of the election of the WWE Designees, and the EGH Subscribers and each of their permitted transferees have agreed to vote all of their shares of our Common Stock against any action take in respect of the removal of any such WWE Designees from the Board. At any meeting of the stockholders of TKO Group Holdings, Inc. convened before the Sunset Date at which directors are to be elected, our former Executive Chair and each of his permitted transferees have agreed to vote all of their shares of our Common Stock in favor of the election of the EGH Designees and against any action taken in respect of the removal of any EGH Designee from the Board.
Certain Restrictions on the EGH Subscribers and Endeavor Group Holdings, Inc.
During the period beginning on the date of the execution of the Governance Agreement and ending on the two-year anniversary of the date of its execution, except for certain permitted transfers or transfer of shares of our Class A common stock or TKO OpCo common units at a price below the 30-day VWAP of shares of our Class A common stock (or other applicable principal security of TKO Group Holdings, Inc. from time to time), the EGH Subscribers will not transfer any (i) shares of our Class A common stock or (ii) TKO OpCo common
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units without the approval of a majority of the WWE Designees. Following the two-year anniversary of the completion of the TKO Transactions, the EGH Subscribers will be permitted to transfer their shares of our Class A common stock or TKO OpCo common units, other than transfers that (A) would be at a price above the 30-day VWAP of shares of our Class A common stock (or other applicable principal security of TKO Group Holdings, Inc. from time to time) and (B) would result in any third party controlling 25% or more of the voting power or economic interests of TKO Group Holdings, Inc. or TKO OpCo, which transfers will require either (i) the approval of a majority of the WWE Designees or (ii) the acquiror in such a proposed transfer to make a pro rata offer on equivalent terms to all of the other securityholders of TKO Group Holdings, Inc. and TKO OpCo, as applicable.
Without the approval of a majority of the independent directors of our Board, Endeavor Group Holdings, Inc. and its controlled affiliates have agreed not to (a) acquire all of the outstanding equity interests in, or all or substantially all of the assets of, TKO Group Holdings, Inc. or TKO OpCo, (b) increase their direct or indirect beneficial ownership or economic or voting interests in TKO Group Holdings, Inc. or TKO OpCo above 75% of the then-current outstanding economic or voting interests of TKO Group Holdings, Inc. or TKO OpCo by virtue of additional acquisitions or (c) effect a sale of TKO Group Holdings, Inc. or TKO OpCo that would result in the receipt of a disproportionate “control premium” (or other disparate consideration) relative to other stockholders of TKO Group Holdings, Inc. (except for amounts explicitly and directly in respect of services contemplated by the 2023 Services Agreement).
During the period beginning on the date of the execution of the Governance Agreement and ending on the later of (i) the five-year anniversary of the completion of the TKO Transactions and (ii) the six-month anniversary of Endeavor Group Holdings, Inc. ceasing to hold or beneficially own, directly or indirectly (including through controlled affiliates) more than 20% (in the aggregate) of the voting power of the then-outstanding shares or capital stock of the Company, Endeavor Group Holdings, Inc. has agreed not to, and will cause its controlled affiliates (other than TKO OpCo and its subsidiaries) not to, (a) other than de minimis passive investments, acquire or invest in any professional wrestling league that is competitive with WWE or other professional mixed martial arts league that is competitive with UFC (acting alone or in concert with any person (including any other affiliates of Endeavor Group Holdings, Inc.)) or (b) represent (i) any professional wrestling league that is competitive with WWE, (ii) any athlete or wrestling talent in respect of their contractual relationship with TKO OpCo or any of its subsidiaries or (iii) any former wrestling talent of WWE in respect of their contractual relationship with any professional wrestling league that is competitive with WWE.
Asset Acquisition from Endeavor Group Holdings, Inc.
On October 23, 2024, the Company and TKO OpCo entered into a definitive agreement (as amended, the “EGH Transaction Agreement”) with subsidiaries of Endeavor Group Holdings, Inc. (the “EGH Parties”) to acquire the Professional Bull Riders (“PBR”), On Location, and IMG businesses (the “Transferred Businesses”) (such transaction, the “Endeavor Asset Acquisition”). The transaction closed on February 28, 2025 for total consideration of approximately $3.25 billion plus a $50 million purchase price adjustment, based on the 25-day VWAP of our Class A common stock ending on October 23, 2024. Such subsidiaries of Endeavor Group Holdings, Inc. received approximately 26.54 million common units of TKO OpCo and subscribed for an equal number of shares of TKO’s Class B common stock.
On February 28, 2025, in connection with our acquisition of the Transferred Businesses, we entered into a Trademark License Agreement with certain affiliates of Endeavor Group Holdings, Inc. pursuant to which we granted certain trademarks historically used in Endeavor Group Holdings Inc.’s and its subsidiaries’ businesses, including an exclusive license under certain trademarks containing “IMG.” Use of the licensed trademarks by Endeavor Group Holdings, Inc. and its affiliates and its sublicensees is subject to customary quality control measures. While there are no fees payable for the licenses granted pursuant to the Trademark License Agreement, Endeavor Group Holdings, Inc. is responsible for reimbursing us for certain costs of trademark filing, prosecution, maintenance and other related costs incurred in connection with the exclusively licensed trademarks.
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Services Agreements
Prior to the consummation of the Endeavor Asset Acquisition, Endeavor Group Holdings, Inc. and its affiliates provided services to us pursuant to the 2023 Services Agreement as described below under “—2023 Services Agreement.” In connection with the Endeavor Asset Acquisition, we terminated the 2023 Services Agreement and entered into the Transition Services Agreement (as described below) in order to facilitate an orderly separation and continuity of the Transferred Businesses (see, “—Transition Services Agreement”).
Additionally, certain preexisting ordinary course commercial agreements involving the Transferred Businesses and Endeavor Group Holdings, Inc. or its affiliates are, following the consummation of such transaction, agreements between TKO Group Holdings, Inc. or its subsidiaries and Endeavor Group Holdings, Inc. or its other affiliates. These agreements as well as other preexisting agreements between TKO Group Holdings, Inc. or its subsidiaries and Endeavor Group Holdings, Inc. and its other affiliates not involving the Transferred Businesses remain operative in accordance with their terms. See “—Other Transactions—Transactions with WME Group and its Affiliates.”
2023 Services Agreement
On September 12, 2023, TKO OpCo entered into the 2023 Services Agreement with Endeavor Group Holdings, Inc., pursuant to which Endeavor Group Holdings, Inc. or its affiliates agreed to provide, or cause to be provided, certain services to TKO OpCo and its subsidiaries, and TKO OpCo agreed to provide, or cause to be provided, certain services to Endeavor Group Holdings, Inc. and its affiliates. The 2023 Services Agreement was terminated on February 28, 2025 in connection with the completion of the Endeavor Asset Acquisition.
The services provided pursuant to the 2023 Services Agreement, while in effect, covered the following general areas:
| • | Transition Services: Endeavor Group Holdings, Inc. and its affiliates provided transition services to TKO OpCo and its subsidiaries on a temporary basis to support the transition of certain human resources functions to TKO OpCo and its subsidiaries. |
| • | Administrative Services: Endeavor Group Holdings, Inc. and its affiliates provided administrative support services to TKO OpCo and its subsidiaries in the areas of finance and accounting, tax, human resources, information technology, facilities, insurance, procurement, legal, corporate communications and business development. TKO OpCo and its subsidiaries provided administrative support services to Endeavor Group Holdings, Inc. and its affiliates in the areas of facilities, legal support, information technology and human resources. |
| • | Commercial Services: Endeavor Group Holdings, Inc. and its affiliates provided commercial services to TKO OpCo and its subsidiaries, covering streaming services, live event production, content production, ticketing and hospitality, content licensing, gaming-related services, marketing and event services, consumer product licensing and sponsorships. |
Pursuant to the 2023 Services Agreement, and in consideration for the services provided thereunder, during the period in which the 2023 Services Agreement was effective, TKO OpCo paid Endeavor Group Holdings, Inc.: (i) the fees set forth below plus (ii) any and all reasonable, actual out-of-pocket costs, fees, assessments or expenses (including, without limitation, insurance premiums, license and subscription fees, rent and certain costs of third party service providers engaged in the ordinary course) incurred in connection with the performance of such services (clause (ii), “Additional Fees”):
| • | WWE Service Fees: WWE had a grace period for 180 days following the completion of the TKO Transactions (the “Grace Period”) during which time WWE was not obligated to pay a fee. The 2023 Services Agreement provided that (i) for the 12 months following the Grace Period (the “Initial WWE Period”), WWE would pay a service fee of $25 million, (ii) for the 12 months |
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| following the Initial WWE Period, WWE would pay a service fee of $35 million, and (iii) for any subsequent 12-month periods, the service fee paid by WWE would increase by 1% annually; and |
| • | UFC Service Fees: The 2023 Services Agreement provided that (i) for the 12 months following the completion of the TKO Transactions (the “Initial UFC Period”), UFC would pay a service fee of $35 million, (ii) for the 12 months following the Initial UFC Period, UFC would pay a service fee of $35 million, and (iii) for any subsequent 12-month periods, the service fee paid by UFC would increase by 1% annually; |
provided that any Additional Fees in excess of $50,000.00 that were not consistent with historical practice between the parties for any individual service (including business travel and related expenses) required advance written approval (not to be unreasonably withheld, delayed or conditioned) of the service recipient. During the year ended December 31, 2024, TKO incurred $55.3 million for service fees pursuant to the above fee structure. In 2025 for the period when the 2023 Services Agreement was in effect, TKO incurred $8.5 million for service fees pursuant to the above fee structure. There were Additional Fees incurred of $0.2 million in 2024 and no Additional Fees were incurred in 2025 for the period when the 2023 Services Agreement was in effect.
Pursuant to the 2023 Services Agreement, a subsidiary of Endeavor Group Holdings, Inc. permitted TKO Group Holdings, Inc. to use Endeavor Group Holdings, Inc.’s aircrafts. The incremental cost to such subsidiary. for such use of the aircrafts during 2024 was approximately $1.7 million. Incremental cost is calculated on the basis of cost-per-mile based upon the variable costs of the flight, including fuel, variable maintenance and ground transportation.
In addition to payments under the 2023 Services Agreement, during the year ended December 31, 2024, we reimbursed Endeavor Group Holdings, Inc. $9.4 million for third party costs they incurred on TKO’s behalf, and in 2025 for the period when the 2023 Services Agreement was in effect, we reimbursed Endeavor Group Holdings, Inc. $0.6 million for third party costs they incurred on TKO’s behalf.
Following the Endeavor Asset Acquisition, payments under certain agreements between us and Endeavor Group Holdings, Inc. and its affiliates that were previously covered under the 2023 Services Agreement are now paid to Endeavor Group Holdings, Inc. or its affiliates pursuant to each such agreement’s terms.
Transition Services Agreement
In connection with the Endeavor Asset Acquisition, on February 28, 2025, the parties to the EGH Transaction Agreement entered into a Transition Services Agreement (the “Transition Services Agreement”), and the Services Agreement entered into on September 12, 2023 (the “2023 Services Agreement”) was terminated. Pursuant to the Transition Services Agreement, the EGH Parties agreed to provide, or cause to be provided, certain services to the Company, TKO OpCo and Trans World International, LLC, and we agreed to provide, or cause to be provided, certain services to the EGH Parties. The services to be provided pursuant to the Transition Services Agreement to TKO OpCo and its subsidiaries are on a temporary basis and are intended to support the transition of the Transferred Businesses to TKO. The Transition Services Agreement will remain in effect until terminated by the parties pursuant to the terms thereof. The services that are designated to be provided on a transitional basis are to be provided for the period of time specified in the Transition Services Agreement, subject to extension by mutual agreement. Pursuant to the Transition Services Agreement, and in consideration for the services provided thereunder, each party, has agreed to be responsible for payment of certain fees based on the direct third-party costs incurred by the service provider in connection with services provided under the Transition Services Agreement, without any markup and exclusive of any and all value-added, excise, sales, goods and services and other similar taxes, and any related interest and penalties.
IMG ARENA Transactions
On March 24, 2025, WME IMG, LLC (“WME IMG”), a subsidiary of Endeavor Group Holdings, Inc., completed the disposition of the OpenBet business, a betting and gaming entertainment business, and IMG
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ARENA, a sports betting data business, to OB Global Holdings LLC (“OB Global”), an entity affiliated with Ariel Emanuel (the “SD&T Asset Disposition”). IMG ARENA is party to several ordinary course commercial agreements with us and our subsidiaries, including a data betting rights agreement and a sublicense agreement, which were in effect prior to the consummation of the SD&T Asset Disposition. In addition, in March 2025, Endeavor Group Holdings, Inc. reached an agreement to sell IMG ARENA to Sportradar Group AG (“Sportradar”). OB Global will own and continue to manage the IMG ARENA business until the close of the Sportradar transaction, which is subject to regulatory approval.
Endeavor Margin Loan Facility
A controlled subsidiary of Endeavor Group Holdings, Inc. (the “Endeavor Margin Loan Borrower”) entered into a Margin Loan Agreement, dated as of September 13, 2024 (as amended by amendments entered into on December 16, 2024 and March 12, 2025, the “Endeavor Margin Loan Agreement”), by and among the Endeavor Margin Loan Borrower, the lenders party thereto (each, a “Lender”) and the Administrative Agent and Calculation Agent named therein. As security for the Endeavor Margin Loan Agreement, the Endeavor Margin Loan Borrower has granted a first-priority lien to the Lenders, pro rata to the amount of their commitments, on 83,074,858 common units of TKO Operating Company, LLC and a corresponding number of shares of Class B common stock (collectively, the “Pledged Securities”) as of the date hereof.
In connection with the Pledged Securities, the Company, TKO OpCo, the Endeavor Margin Loan Borrower and Endeavor OpCo entered into Issuer and Control Agreements with each Lender, dated September 13, 2024, December 16, 2024 or March 12, 2025, as applicable (each, an “Issuer Agreement”), pursuant to which the Company took certain actions to facilitate a pledge of the Pledged Securities as collateral under the loan and agreed to certain undertakings in connection with any foreclosure of such Pledged Securities by lenders pursuant to the Endeavor Margin Loan Agreement.
Registration Rights Agreement
On September 12, 2023, we entered into a registration rights agreement with Endeavor Group Holdings, Inc., our former Executive Chair and other stockholders of the Company (the “Registration Rights Agreement”), whereby Endeavor Group Holdings, Inc. and such former Executive Chair have demand rights that require the Company to file registration statements registering their respective shares of Class A common stock (including shares of Class A common stock issuable upon the exercise by members of TKO OpCo of their redemption rights described elsewhere herein). The Registration Rights Agreement also includes customary piggyback rights, subject to certain priority provisions.
The Registration Rights Agreement requires us to file and thereafter keep effective a registration statement on Form S-1 under the Securities Act providing for the offer and sale of all or part of our former Executive Chair’s registrable securities, and to use reasonable best efforts to become and remain eligible to use Form S-3, and thereafter file and keep effective a registration statement on Form S-3 under the Securities Act providing for the offer and sale of his registrable securities, which registration statement on Form S-3 was filed on December 13, 2024. In addition, the Registration Rights Agreement required us to register for the offer and sale of Mr. Khan’s registrable securities for a period of 90 days following the date of effectiveness of the registration statement on Form S-4. Pursuant to the Registration Rights Agreement, on September 15, 2023, the Company filed a shelf registration statement on Form S-1 (File No. 333-274541) with the SEC, which became effective on September 19, 2023. We also agreed to reasonably assist and cooperate with underwritten shelf takedown offerings for sales with an aggregate offering price of at least $50 million, and would bear all registration expenses, other than customary underwriting commissions of fees. There were no take-down offerings effected in the 90 days following the date of the effectiveness of the registration statement on Form S-4.
Stockholders Agreement
On April 2, 2023, concurrently with the execution of the Transaction Agreement, Endeavor Group Holdings, Inc. and our former Executive Chair entered into the stockholders agreement (the “Stockholders
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Agreement”), pursuant to which, among other things and subject to certain exceptions set forth therein, our former Executive Chair agreed:
| • | not to transfer shares of WWE common stock prior to completion of the TKO Transactions; |
| • | to provide customary assistance in respect of any required regulatory filings and comply with the “clear skies” provision of the Transaction Agreement; and |
| • | following the completion of the TKO Transactions, to provide Endeavor Group Holdings, Inc. with a right of first offer in respect of the transfer of his shares of Common Stock, subject to certain exception, including in connection with any margin loans or pledges with respect to such securities. |
Certain provisions of the Stockholders Agreement terminated upon the closing of the TKO Transactions.
Management Equity
For more information, please see “Executive Compensation.”
Indemnification Agreements
We entered into indemnification agreements with each of our executive officers and directors that provides, in general, that we will indemnify them to the fullest extent permitted by law in connection with their service to us or on our behalf.
Employment Arrangements
We entered into employment and other compensation agreements with certain of our named executive officers. See “Executive Compensation.” Each of Messrs. Emanuel, Shapiro and Krauss also receive compensation from Endeavor Group Holdings, Inc. for their services to Endeavor Group Holdings, Inc., the cost of which is borne by Endeavor Group Holdings, Inc.
Other Transactions
Transactions with WME Group and its Affiliates
We are a sports and entertainment company that owns and operates combat sport and sports entertainment companies and, following the acquisition of the Transferred Businesses, services and partners with sports rights holders through a sports marketing agency and premium hospitality and live experiences provider. We are majority owned by Endeavor Group Holdings, Inc. which is the parent company of WME Group, a network of businesses that represent talent, intellectual property and brands. As a result, we have in the past, and may in the future, engage in various ordinary course commercial transactions with WME Group’s businesses and other businesses owned by Endeavor Group Holdings, Inc. During the year ended December 31, 2024, payments we received from the foregoing businesses under such transactions was approximately $31 million, and payments made to such businesses under such transactions were approximately $15 million. In addition, we have in the past, and may in the future, engage in various, ordinary course commercial transactions with affiliates of Silver Lake, including its portfolio companies.
Transactions with Other Related Persons
Professional Bull Riders, LLC, a wholly owned subsidiary of the Company (“PBR”), is the owner of premier professional bull riding tours that promote and produce bull riding events around the world. PBR has a competitive team-based league format series. Egon Durban, a member of our Board and the Co-CEO of Silver Lake, previously acquired a sanction to one such PBR sanctioned team (a “Team”) on terms substantially the same as for others acquiring a Team. As part of his owning a Team, Mr. Durban has elected to have PBR or an
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affiliate of PBR provide services for his Team, on terms and for cost that are substantially the same as for other Team owners who may elect such services. During the year ended December 31, 2024, PBR was owned by Endeavor Group Holdings, Inc.
WWE has engaged Seven Bucks, a production company founded by and affiliated with Dwayne Johnson, a member of our Board, to provide production services for a potential non-scripted project on customary terms. No fees were paid related to this project in 2024.
In April 2024, our former Executive Chair sold a total of 1,853,724 shares of our Class A common stock to the Company at a price of $89.01 per share in a private placement, resulting in an aggregate purchase price by the Company of approximately $165.0 million. As a result of such sale, our former Executive Chair reported that his beneficial ownership of TKO’s Class A common stock was below 10%.
From time to time, TKO Group Holdings, Inc. and its subsidiaries have in the past, and may in the future, enter into ordinary course commercial transactions with venues owned by entities with which Jonathan Kraft, a member of our Board of Directors, is affiliated. No payments were made under such agreements in 2024.
On January 22, 2024 (the “Effective Date”), the Company and WWE entered into an IP Assignment Agreement with certain affiliates of Dwayne Johnson, pursuant to which WWE assigned to Mr. Johnson (via one of his affiliates) “The Rock” trademark and certain related trademarks, service marks, ring names, taglines and other intellectual property assets (the “Assigned IP”). On the Effective Date, WWE also entered into an Independent Services Contractor and Merchandising Agreement with Mr. Johnson and certain of his affiliates (the “Johnson Services Agreement”), pursuant to which Mr. Johnson agreed to provide to WWE certain promotional and other services. Under the terms of the Johnson Services Agreement, Mr. Johnson further agreed to license the Assigned IP and Mr. Johnson’s name, likeness and certain other intellectual property rights to WWE for use in connection with certain categories of licensed products related to professional wrestling for up to 10 years, subject to certain earlier termination rights. As consideration for Mr. Johnson’s services pursuant to the Johnson Services Agreement, and in respect of the intellectual property grants and licenses made by Mr. Johnson and his affiliates in connection therewith, Mr. Johnson received an award of restricted stock units in respect of Class A common stock, in an amount equal to $30.0 million (the “Johnson Equity Award”). Subject to certain forfeiture and acceleration events, 25% of the Johnson Equity Award vested on the Effective Date; 25% vested upon completion of certain services described in the 2023 Services Agreement; 25% on December 31, 2024; and the remaining 25% vests in equal monthly installments from January 31, 2025 through December 31, 2025. Mr. Johnson is also entitled to receive annual royalties from WWE, and will be entitled to receive royalties in connection with the sale of licensed products that utilize the Assigned IP and his name, likeness and other intellectual property rights in accordance with the Johnson Services Agreement. For the year ended December 31, 2024, the Company paid $0.9 million of royalties that were earned by Mr. Johnson. In addition, Mr. Johnson is entitled to reimbursement for certain travel expenses associated with delivering services under the Johnson Services Agreement, of which $2.6 million was incurred by the Company during the year ended December 31, 2024.
In connection with the acquisition of WWE, the Company assumed liabilities related to future payments owed by our former Executive Chair to certain counterparties. During the year ended December 31, 2024, our former Executive Chair made payments of $1.5 million associated with these liabilities to certain counterparties directly. In addition, in connection with and/or arising from the investigation conducted by a Special Committee of the former WWE board of directors, our former Executive Chair has agreed to reimburse the Company for additional costs incurred in connection with and/or arising from the same matters. During the year ended December 31, 2024, our former Executive Chair reimbursed the Company $6.4 million associated with these costs.
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STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at the 2026 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must submit the proposal to our Secretary at our offices at 200 Fifth Avenue, 7th Floor, New York, NY 10010, in writing not later than December 26, 2025.
Stockholders intending to present a proposal at our 2026 Annual Meeting, but not to include the proposal in our proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in our Bylaws. Our Bylaws require, among other things, that our Secretary receive written notice from the stockholder of record of their intent to present such proposal or nomination not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the anniversary of the preceding year’s annual meeting of stockholders. Therefore, we must receive notice of such a proposal or nomination for the 2026 Annual Meeting no earlier than the close of business on March 14, 2026 and no later than the close of business on February 12, 2026. The notice must contain the information required by our Bylaws.
In the event that the date of the 2026 Annual Meeting is more than 30 days before or more than 60 days after June 12, 2026, then our Secretary must receive such written notice not earlier than the close of business on the 90th day prior to the 2026 Annual Meeting or, if later, the 10th day following the day on which public disclosure of the date of such meeting is first made by us. SEC rules permit management to vote proxies in its discretion in certain cases if the stockholder does not comply with this deadline and, in certain other cases notwithstanding the stockholder’s compliance with this deadline.
In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the additional requirements under Rule 14a-19(b) of the Exchange Act.
We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.
In connection with our solicitation of proxies for our 2026 Annual Meeting, we intend to file a proxy statement and WHITE proxy card with the SEC. Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed with the SEC without charge from the SEC’s website at: www.sec.gov.
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HOUSEHOLDING
SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request prompt delivery of a copy of this Proxy Statement and the Annual Report by contacting the Broadridge Financial Solutions, Inc. at (866) 540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.
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2024 ANNUAL REPORT, ADDITIONAL INFORMATION AND WEBSITE DISCLOSURE
Our 2024 Annual Report, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, is being mailed with this Proxy Statement to those stockholders that receive this Proxy Statement in the mail. Stockholders that receive the Notice Regarding the Availability of Proxy Materials can access our 2024 Annual Report, including our Annual Report on Form 10-K for fiscal year ended December 31, 2024, at www.proxyvote.com.
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 has also been filed with the SEC. It is available free of charge at the SEC’s website at www.sec.gov. Upon written request by a stockholder, we will mail without charge a copy of our Annual Report on Form 10-K, including the financial statements and financial statement schedules, but excluding exhibits. Exhibits to the Annual Report on Form 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. All requests should be directed to the Secretary, TKO Group Holdings, Inc., 200 Fifth Avenue, 7th Floor, New York, NY 10010.
You also can find more information about us online at our investor relations website located at investor.tkogrp.com. Filings we make with the SEC and any amendments to those reports are available free of charge on our website as soon as reasonably practicable after we electronically file such material with the SEC. The information posted on or accessible through our website is not incorporated into our Annual Report.
Investors and others should note that we announce material financial and operational information to our investors using press releases, SEC filings and public conference call webcasts, and by postings on our investor relations site at investor.tkogrp.com. We may also use our website as a distribution channel of material Company information. In addition, you may automatically receive email alerts and other information about TKO when you enroll your email address by visiting the “Investor Email Alerts” option under the Resources tab on investor.tkogrp.com.
Your vote is important. Please promptly vote your shares by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by completing, signing, dating and returning your proxy card or by Internet or telephone voting as described on your proxy card.
| By Order of the Board of Directors, |
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| Seth Krauss |
| Chief Administrative Officer & Senior Counsel to the Board of Directors and Senior Management |
New York, New York
April 25, 2025
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SCAN TO VIEW MATERIALS & VOTE w TKO GROUP HOLDINGS, INC. VOTE BY INTERNET 200 FIFTH AVE, 7TH FLOOR Before The Meeting—Go to www.proxyvote.com or scan the QR Barcode above NEW YORK, NY 10010 Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 11, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting—Go to www.virtualshareholdermeeting.com/TKO2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE—1-800-690-6903 Before The Meeting—Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 11, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Before The Meeting—Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V72507-P27720 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY TKO GROUP HOLDINGS, INC. For All Withhold All Except For All To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the The Board of Directors recommends you vote FOR the number(s) of the nominee(s) on the line below. following director nominees: 1. Election of Directors ! ! ! Nominees: 01) Ariel Emanuel 07) Nick Khan 02) Mark Shapiro 08) Steven R. Koonin 03) Peter C.B. Bynoe 09) Jonathan A. Kraft 04) Egon P. Durban 10) Sonya E. Medina 05) Dwayne Johnson 11) Nancy R. Tellem 06) Bradley A. Keywell 12) Carrie Wheeler The Board of Directors recommends you vote FOR Proposal 2. For Against Abstain 2. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending ! ! ! December 31, 2025. Note: Such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V72508-P27720 TKO GROUP HOLDINGS, INC. Proxy Solicited on Behalf of the Board of Directors of the Company for the Annual Meeting of Stockholders June 12, 2025, 4:30 p.m. Eastern Time The undersigned stockholder(s) hereby appoint(s) Andrew Schleimer, Seth Krauss, Riché McKnight and Robert Hilton, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse of this proxy card, all of the shares of Class A common stock and/or Class B common stock, as applicable, of TKO Group Holdings, Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 4:30 p.m. Eastern Time on June 12, 2025, at www.virtualshareholdermeeting.com/TKO2025, and any continuation, postponement or adjournment thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board’s recommendations as indicated on the reverse side, and in the discretion of the proxies with respect to such other matters as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof. Continued and to be signed on reverse side