--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-292549" form_type: "8-K" ticker: "SPHR" cik: "0001795250" company_name: "Sphere Entertainment Co." filed_at: "2023-12-11T23:59:59+00:00" generated_at: "2026-06-07T14:59:49.570767+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Sphere Entertainment holds annual meeting; all director nominees elected, proposals approved ## Summary - Class A stockholders elected Lhota, Litvin, Sykes, Vogel as directors; each had 3.6M broker non-votes. - Class B stockholders unanimously elected 12 directors, including James L. Dolan and Charles F. Dolan, with 68.7M votes each. - Ratification of independent auditor for FY2024 passed with 93.8M For, 53.9K Against. - Amended 2020 Employee Stock Plan and Non-Employee Director Stock Plan approved with over 80M For votes each. - Advisory say-on-pay proposal passed with 82.1M For, 8.1M Against. ## SEC filing metadata - accession: 0001193125-23-292549 - form_type: 8-K - ticker: SPHR - cik: 0001795250 - company_name: Sphere Entertainment Co. - filed_at: 2023-12-11T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1795250/000119312523292549/0001193125-23-292549-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1795250/000119312523292549/d647472d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-292549 - JSON: https://secwatch.observer/filing/0001193125-23-292549.json - Plain text: https://secwatch.observer/filing/0001193125-23-292549.txt ## Key facts - Shareholder Votes Sphere Entertainment Co. shareholders approved Approval of 2020 Employee Stock Plan, as amended at the 2023-12-08 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-12-08 source text: 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 80,463,991 9,789,431 15,098 3,608,520 evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312523292549/0001193125-23-292549-index.htm - Shareholder Votes Sphere Entertainment Co. shareholders approved Approval of 2020 Stock Plan for Non-Employee Directors, as amended at the 2023-12-08 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-12-08 source text: 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 83,833,709 6,398,846 35,965 3,608,520 evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312523292549/0001193125-23-292549-index.htm - Shareholder Votes Sphere Entertainment Co. shareholders approved Advisory vote on compensation of named executive officers at the 2023-12-08 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-12-08 source text: 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 82,115,751 8,111,012 41,757 3,608,520 evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312523292549/0001193125-23-292549-index.htm - Shareholder Votes Sphere Entertainment Co. shareholders approved Election of Directors (Class A stockholders elected four directors; Class B stockholders elected twelve directors) at the 2023-12-08 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-12-08 source text: The Company’s Class A stockholders elected the four directors listed below to the Board of Directors. The votes regarding this proposal were as follows: For Withheld Broker Non-Votes Joseph J. Lhota 13,733,103 7,867,877 3,608,520 Joel M. Litvin 16,125,307 5,475,673 3,608,520 John L. Sykes 13,511,086 8,089,894 3,608,520 Carl E. Vogel 17,902,439 3,698,541 3,608,520 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/1795250/000119312523292549/0001193125-23-292549-index.htm - Shareholder Votes Sphere Entertainment Co. shareholders approved Ratification of independent registered public accounting firm for 2024 fiscal year at the 2023-12-08 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-12-08 source text: 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 2024 fiscal year. The votes regarding this proposal were as follows: For Against Abstain Broker Non-Votes 93,808,948 53,947 14,145 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312523292549/0001193125-23-292549-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.