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 other proposals on the agenda.

• The Board unanimously recommends voting in favor of the Nevada redomestication, citing legal predictability, reduced litigation risk, and significant annual franchise tax savings.

• The redomestication will not affect business operations, management, headquarters, or stock exchange listing; all shares and equity awards will convert on a one-for-one basis.

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

• The process includes detailed instructions for virtual participation, voting, and appraisal rights for certain Class B shareholders.

Voting matters and shareholder proposals

• The sole proposal is the approval of the redomestication to Nevada; no other business is expected.

• Shareholders of record as of April 17, 2025, are eligible to vote; a majority of voting power is required for approval.

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

• 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 evaluated the legal and financial implications of Delaware vs. Nevada incorporation, including recent Delaware legal developments.

• The Board will remain unchanged after redomestication; directors and officers retain their positions and terms.

• The Board has authority to amend bylaws and adopt new ones under both Delaware and Nevada law.