MSG Entertainment (MSGE) Proxy filing summary

Executive summary

• A special meeting is scheduled for June 9, 2025, to vote on redomesticating the company from Delaware to Nevada by conversion, with no in-person attendance; the meeting will be held virtually.

• The Board unanimously recommends voting in favor of the Nevada redomestication, citing legal, financial, and governance benefits.

• The redomestication will not affect the company’s business operations, management, headquarters, or stock exchange listing.

• The move is expected to save approximately $248,000 annually in franchise taxes and reduce litigation risk.

• The Dolan Family Group, holding all Class B shares, has the voting power to approve the proposal regardless of other votes.

Voting matters and shareholder proposals

• The sole proposal is the approval of the redomestication to Nevada; no other matters are scheduled.

• Only shareholders of record as of April 17, 2025, may vote; Class A shares have one vote each, Class B shares have ten votes each.

• Abstentions and broker non-votes count as votes against the proposal.

• Shareholders can vote by internet, phone, mail, or during the virtual meeting after registering in advance.

• Stockholder proposals for the 2025 annual meeting must be submitted by June 27, 2025, to be included in proxy materials.

Board of directors and corporate governance

• The Board and management have reviewed the legal landscape and determined Nevada law offers more predictability and lower litigation risk.

• The Board evaluated recent Delaware legal developments and franchise tax costs before recommending the move.

• After redomestication, the Board and management will remain unchanged.

• The Nevada Charter and Bylaws will replace the Delaware equivalents, with some procedural and substantive differences.