Madison Square Garden Sports (MSGS) Proxy filing summary

Executive summary

• FY2026 revenue was $1.15B, operating income $28.9M and adjusted operating income (AOI) $58.7M; the Knicks won the 2025-26 NBA Championship.

• The Rangers Distribution closed October 26, 2026; MSG Rangers received the Rangers business, and the remaining sports operation changed its name.

• The December 8, 2026 virtual meeting agenda includes director elections, Deloitte auditor ratification and an advisory NEO compensation vote; the Board recommends FOR each.

Voting matters and shareholder proposals

• Proposal 1 elects 12 directors: three by Class A holders and nine by Class B holders, for one-year terms ending at the 2027 annual meeting.

• Proposals 2 and 3 require a majority of votes cast by both share classes voting together; the say-on-pay result is advisory and non-binding.

• The Board recommends FOR Deloitte’s appointment for FY2027 and FOR advisory approval of NEO compensation; it also recommends FOR all director nominees.

• The Dolan Family Group can determine Class B votes and, through its ownership of all Class B shares, control approval of Proposals 2 and 3 regardless of other votes.

• Rule 14a-8 proposals for the 2027 annual meeting must arrive by June 29, 2027; other proposals and nominations are subject to bylaw advance-notice deadlines.

Board of directors and corporate governance

• The 12 nominees include three Class A and nine Class B candidates; if elected, Class A directors will represent 25% and independent directors approximately 33% of the Board.

• The Board combines Executive Chairman and CEO roles, citing James L. Dolan’s experience and strategic leadership; it may separate the roles if future circumstances warrant.

• The Board met six times in FY2026; the Audit and Compensation Committees are fully independent and held eight and five meetings, respectively.

• Management engaged holders of over 60% of Class A shares during FY2026 on Board, governance and compensation practices; the Board also conducts annual self-assessments.

• Joseph M. Cohen, Nelson Peltz, Marianne Dolan Weber, Stephen C. Mills and Alan D. Schwartz left the Board at the Rangers Distribution; Irving Azoff and Isiah L. Thomas III joined.