MSG Entertainment (MSGE) Proxy filing summary

Executive summary

• Annual meeting scheduled for December 11, 2024, via webcast; no in-person attendance.

• Key proposals: election of directors, ratification of Deloitte as auditor, advisory vote on executive compensation, and other business.

• Company operates iconic venues and entertainment content, managing a single reportable segment as of June 30, 2024.

• Forward-looking statements caution about risks and uncertainties affecting future performance.

Voting matters and shareholder proposals

• Proposal 1: Elect 12 directors (3 by Class A, 9 by Class B stockholders), each for a one-year term.

• Proposal 2: Ratify Deloitte as independent registered public accounting firm for FY ending June 30, 2025.

• Proposal 3: Advisory (non-binding) vote on named executive officer compensation (“say-on-pay”).

• Board recommends voting FOR all proposals.

• Shareholder proposals for 2025 annual meeting must be submitted by June 27, 2025.

Board of directors and corporate governance

• Board consists of 12 nominees, with 25% Class A (independent) and 75% Class B representation.

• Annual election of directors; all serve one-year terms.

• Audit and Compensation Committees are 100% independent.

• Board conducts annual self-assessments and regular executive sessions of independent directors.

• Controlled company status exempts from certain NYSE governance rules, but independent oversight is maintained.

• Stockholder engagement included outreach to holders of over 70% of Class A stock in FY 2024.