MSG Entertainment (MSGE) Proxy filing summary

Executive summary

• Annual meeting scheduled for December 10, 2025, via virtual 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 entertainment venues and focuses on live events, with a single reportable segment.

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

Voting matters and shareholder proposals

• Three Class A and nine Class B directors nominated for one-year terms; Class A holders elect 25% of board, Class B holders elect 75%.

• Ratification of Deloitte as independent auditor for FY2026 recommended.

• Advisory say-on-pay vote for executive compensation; prior year received strong support (98.8% overall, 96.6% Class A).

• Shareholder proposals for 2026 annual meeting must be submitted by June 26, 2026.

Board of directors and corporate governance

• Board conducts annual self-assessments and maintains independent Audit and Compensation Committees.

• Board leadership combines Executive Chairman and CEO roles; no lead independent director due to voting structure.

• 25% of board is independent, matching Class A representation; independent directors have significant industry experience.

• Stockholder engagement prioritized, with 85% of Class A holders engaged in FY2025.