{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-269473","form_type":"8-K","ticker":"SPHR","cik":"0001795250","company_name":"Sphere Entertainment Co.","filed_at":"2026-06-12T20:15:15+00:00","discovered_at":"2026-06-12T20:16:00.345105+00:00","generated_at":"2026-06-12T20:29:07.237469+00:00","sec_items":["5.07"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.1,"calibrated_materiality_score":0.1,"confidence":"high","headline":"Sphere Entertainment holds annual meeting; elects directors, approves say-on-pay and auditor","bullets":["Class A stockholders elected Lhota, Litvin, Perelman, Sykes with 63%-68% 'For' votes.","Class B stockholders unanimously elected eleven directors including Dolan family members, Sweeney, Tese, Thomas.","Ratification of independent auditor passed with 93.6M for, 46.6K against.","Advisory say-on-pay approved with 85.2M for, 5.3M against; non-binding frequency vote favored three years.","All proposals carried; broker non-votes reported for Class A items."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-269473","json":"https://secwatch.observer/filing/0001193125-26-269473.json","markdown":"https://secwatch.observer/filing/0001193125-26-269473.md","text":"https://secwatch.observer/filing/0001193125-26-269473.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1795250/000119312526269473/0001193125-26-269473-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1795250/000119312526269473/d75993d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-12T20:29:07.237469+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"491791e1073a80d5d44f6eb429d8f41727f18763","claim":"Sphere Entertainment Co. shareholders voted on Advisory (non-binding) vote on frequency of stockholder votes on executive compensation at the 2026-06-10 meeting.","evidence_excerpt":"4. The Company’s Class A stockholders and Class B stockholders, voting together as a single class, voted on an advisory (non-binding) basis, on the frequency of stockholder votes on executive compensation. The votes regarding this proposal were as follows: Three Years Two Years One Year Abstain Broker Non-Votes 77,957,012 13,803 12,574,218 67,224 3,058,144","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1795250/000119312526269473/0001193125-26-269473-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Meeting","value":"2026-06-10"}],"fact_type":"shareholder_vote"},{"claim_id":"601046cdff05241aca7ea2165bbce76d382667a0","claim":"Sphere Entertainment Co. shareholders approved Election of Directors at the 2026-06-10 meeting.","evidence_excerpt":"1. The Company’s Class A stockholders elected the four directors listed below to the Board of Directors for a term to expire at the 2027 annual meeting and until their successors have been elected and qualified. The votes regarding this proposal were as follows: For Withheld Broker Non-Votes Joseph J. Lhota 13,723,204 8,226,042 3,053,615 Joel M. Litvin 17,918,465 4,030,781 3,053,615 Debra G. Perelman 17,926,501 4,022,745 3,053,615 John L. Sykes 13,571,974 8,377,272 3,053,615 The Company’s Class B stockholders elected the eleven directors listed below to the Board of Directors for a term to expire at the 2027 annual meeting and until their successors have been elected and qualified. The votes regarding this proposal were as follows: For Withheld Broker Non-Votes James L. 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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1795250/000119312526269473/0001193125-26-269473-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-10"}],"fact_type":"shareholder_vote"},{"claim_id":"a6603f8881ab43eb61294fb9320000100bfc0cdc","claim":"Sphere Entertainment Co. shareholders approved Ratification of appointment of independent registered public accounting firm at the 2026-06-10 meeting.","evidence_excerpt":"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 year ending December 31, 2026. The votes regarding this proposal were as follows: For Against Abstain Broker Non-Votes 93,553,873 46,648 69,880 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1795250/000119312526269473/0001193125-26-269473-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-10"}],"fact_type":"shareholder_vote"},{"claim_id":"bdabc1ec37eaee5acafd1c10ee8c94f7ab55d23d","claim":"Sphere Entertainment Co. shareholders approved Advisory (non-binding) vote on compensation of named executive officers at the 2026-06-10 meeting.","evidence_excerpt":"3. 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 85,248,065 5,299,126 65,066 3,058,144","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1795250/000119312526269473/0001193125-26-269473-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-10"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}