MSG Entertainment (MSGE) Proxy filing summary

Executive summary

• FY2026 revenue was $1.1B, operating income $141.5M and AOI $262.2M, up 13%, 16% and 18% YoY; venues hosted ~6.4M guests at nearly 960 events.

• The Dec. 10, 2026 annual meeting is virtual; record-date holders as of Oct. 16 may vote on directors, Deloitte’s appointment and an advisory NEO pay resolution.

• A non-binding MOU announced in June 2026 contemplates transferring the Infosys Theater at Madison Square Garden as part of Penn Station redevelopment, subject to negotiation and definitive agreements.

Voting matters and shareholder proposals

• Board recommends FOR 12 director nominees, Deloitte’s appointment for FY2027 and the advisory vote on NEO compensation.

• Class A elects three directors by plurality; Class B elects nine by plurality. Proposals 2 and 3 require a majority of votes cast by both classes voting together; say-on-pay is non-binding.

• The Dolan Family Group holds all Class B shares and can elect all Class B directors and determine outcomes on Proposals 2 and 3, irrespective of other votes.

• Stockholder proposals for the 2027 annual meeting must meet advance-notice rules; Rule 14a-8 submissions are due by June 24, 2027.

Board of directors and corporate governance

• Twelve nominees seek one-year terms through the 2027 annual meeting: three Class A and nine Class B; the Class A nominees are independent and would represent 25% of the Board.

• The Board combines Executive Chairman and CEO roles, citing James L. Dolan’s industry experience and strategic leadership; no lead independent director is designated.

• The Board and its committees conduct annual self-assessments; the Audit and Compensation Committees consist entirely of independent directors.

• The Board met four times in FY2026; all directors serving that year attended at least 75% of Board and applicable committee meetings.