--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-300234" form_type: "8-K" ticker: "SPHR" cik: "0001795250" company_name: "Sphere Entertainment Co." filed_at: "2022-12-07T23:59:59+00:00" generated_at: "2026-06-21T08:14:09.420265+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.2 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # MSGE shareholders elect directors, approve auditor, stock plans, and say-on-pay at 2022 annual meeting ## Summary - Class A stockholders elected Bandier, Lhota, Litvin, Salerno, Sykes; highest withheld votes for Salerno (6.45M of 21.9M voted). - Class B stockholders unanimously elected all 12 nominees, including Dolan family directors, with 68.7M for each. - Ratification of auditor for FY2023 passed overwhelmingly: 93.6M for, 96k against, 12k abstain. - 2020 Employee Stock Plan amendment approved (88.5M for, 2.0M against); Non-Employee Director plan amendment similarly approved. - Advisory say-on-pay passed 78.5M for vs. 12.0M against (about 13% opposed). ## SEC filing metadata - accession: 0001193125-22-300234 - form_type: 8-K - ticker: SPHR - cik: 0001795250 - company_name: Sphere Entertainment Co. - filed_at: 2022-12-07T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.2 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1795250/000119312522300234/0001193125-22-300234-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1795250/000119312522300234/d432186d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-300234 - JSON: https://secwatch.observer/filing/0001193125-22-300234.json - Plain text: https://secwatch.observer/filing/0001193125-22-300234.txt ## Key facts - Shareholder Votes Sphere Entertainment Co. shareholders approved Election of Directors at the 2022-12-06 meeting. - Proposal: director election - Outcome: passed - Meeting: 2022-12-06 source text: 1. The Company’s Class A stockholders elected the five directors listed below to the Board of Directors. The votes regarding this proposal were as follows: For Withheld Broker Non-Votes Martin Bandier 16,754,944 5,153,634 3,092,278 Joseph J. Lhota 16,203,502 5,705,076 3,092,278 Joel M. Litvin 17,226,972 4,681,606 3,092,278 Frederic V. Salerno 15,457,341 6,451,237 3,092,278 John L. Sykes 16,313,938 5,594,640 3,092,278 The Company’s Class B stockholders elected the twelve directors listed below to the Board of Directors. The votes regarding this proposal were as follows: For Withheld Broker Non-Votes James L. Dolan 68,667,540 0 0 Charles F. Dolan 68,667,540 0 0 Charles P. Dolan 68,667,540 0 0 Kristin A. Dolan 68,667,540 0 0 Marianne Dolan Weber 68,667,540 0 0 Paul J. Dolan 68,667,540 0 0 Quentin F. Dolan 68,667,540 0 0 Ryan T. Dolan 68,667,540 0 0 Thomas C. Dolan 68,667,540 0 0 Brian G. Sweeney 68,667,540 0 0 Vincent Tese 68,667,540 0 0 Isiah L. Thomas III 68,667,540 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312522300234/0001193125-22-300234-index.htm - Shareholder Votes Sphere Entertainment Co. shareholders approved Ratification of Independent Registered Public Accounting Firm at the 2022-12-06 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2022-12-06 source text: 2. The Company’s Class A stockholders and Class B stockholders, voting together as a single class, ratified the appointment of the Company’s independent registered public accounting firm for the 2023 fiscal year. The votes regarding this proposal were as follows: For Against Abstain Broker Non-Votes 93,560,126 96,077 12,193 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312522300234/0001193125-22-300234-index.htm - Shareholder Votes Sphere Entertainment Co. shareholders approved Advisory Vote on Executive Compensation at the 2022-12-06 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2022-12-06 source text: 5. The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved in an advisory (non-binding) vote the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows: For Against Abstain Broker Non-Votes 78,479,886 12,046,699 49,533 3,092,278 evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312522300234/0001193125-22-300234-index.htm - Shareholder Votes Sphere Entertainment Co. shareholders approved Approval of 2020 Stock Plan for Non-Employee Directors, as amended at the 2022-12-06 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2022-12-06 source text: 4. The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved the Company’s 2020 Stock Plan for Non-Employee Directors, as amended. The votes regarding this proposal were as follows: For Against Abstain Broker Non-Votes 88,316,798 2,216,854 42,466 3,092,278 evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312522300234/0001193125-22-300234-index.htm - Shareholder Votes Sphere Entertainment Co. shareholders approved Approval of 2020 Employee Stock Plan, as amended at the 2022-12-06 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2022-12-06 source text: 3. The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved the Company’s 2020 Employee Stock Plan, as amended. The votes regarding this proposal were as follows: For Against Abstain Broker Non-Votes 88,519,366 2,014,689 42,063 3,092,278 evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312522300234/0001193125-22-300234-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.