Madison Square Garden Sports Corp.
For the period ended Sep 28, 2026. Filed Sep 30, 2026.
View on SEC.govAbout this filing
A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Sep 28, 2026 · Filed Sep 30, 2026
Use the contents to explore the available documents and sections.
Contents
Certain Relationships and Potential Conflicts of Interest
Following the Distribution, there will be overlap between directors and officers of the Registrant, MSGS Spinco, MSG Entertainment, Sphere Entertainment and AMC Global Media Inc. (“AMC Global Media” and, together with MSGS Spinco, MSG Entertainment and Sphere Entertainment and their respective subsidiaries and successors, the “Other Entities” and each, an “Other Entity”). James L. Dolan will serve as the Executive Chairman and Chief Executive Officer of the Registrant, MSGS Spinco, MSG Entertainment and Sphere Entertainment. Mr. Dolan also currently serves as Non-Executive Chairman of AMC Global Media. In addition, (i) Jamaal T. Lesane will serve as the Chief Operating Officer of the Registrant and MSGS Spinco, (ii) David Granville-Smith will serve as the Executive Vice President of the Registrant, MSGS Spinco, Sphere Entertainment and AMC Global Media, (iii) Paul DiCicco will serve as the Executive Vice President, Chief Financial Officer and Treasurer of the Registrant and MSGS Spinco, and (iv) Bryan Warner will serve as the Senior Vice President, Head of Legal of the Registrant and MSGS Spinco. Furthermore, immediately following the Distribution, the Registrant expects three of the members of the Registrant’s Board of Directors will also serve as directors of MSGS Spinco, seven members of the Registrant’s Board will also serve as directors of MSG Entertainment, nine members of the Registrant’s Board will also serve as directors of Sphere Entertainment and four members of the Registrant’s Board will also serve as directors of AMC Global Media. There will be no overlap of Class A Directors as between the Registrant and MSGS Spinco.
The overlapping directors and officers may have actual or apparent conflicts of interest with respect to matters involving or affecting each company. For example, there will be the potential for a conflict of interest when the Registrant or an Other Entity look at certain acquisitions and other corporate opportunities that may be suitable for more than one of the companies. Also, conflicts may arise if there are issues or disputes under the commercial arrangements that will exist between an Other Entity on the one hand and the Registrant on the other hand. In addition, after the Distribution, certain of our directors and officers will continue to own stock and/or stock options or other equity awards of an Other Entity. These ownership interests could create actual, apparent or potential conflicts of interest when these individuals are faced with decisions that could have different implications for the Registrant and an Other Entity.
The Registrant’s articles of incorporation acknowledge that directors and officers of the Registrant may also be serving as directors, officers, employees or agents of MSG Entertainment, Sphere Entertainment and AMC Global Media (the “Overlap Persons”), and that the Registrant may engage in material business transactions with such entities. The Registrant has renounced its rights to certain business opportunities and the Registrant’s articles of incorporation provide that no Overlap Person will be liable to the Registrant or its stockholders for breach of any fiduciary duty that would otherwise occur by reason of the fact that any such individual directs a corporate opportunity (other than certain limited types of restricted corporate opportunities set forth in the Registrant’s articles of incorporation, provided that the Registrant is directly engaged in such business at the relevant time) to MSG Entertainment, Sphere Entertainment or AMC Global Media instead of the Registrant, or does not refer or communicate information regarding such corporate opportunities to the Registrant. These provisions in our articles of incorporation also expressly validate certain contracts, agreements, arrangements and transactions (and amendments, modifications or terminations thereof) between the Registrant and MSG Entertainment, Sphere Entertainment or AMC Global Media and, to the fullest extent permitted by law, provide that the actions of the Overlap Persons in connection therewith are not breaches of fiduciary duties owed to the Registrant, any of its subsidiaries or their respective stockholders.
In connection with the Distribution, the Board of Directors of the Registrant adopted a policy (the “Overlap Policy”) to extend the foregoing provisions of the articles of incorporation to directors and officers of the Registrant who serve as directors, officers, employees or agents of MSGS Spinco or its subsidiaries. Under the Overlap Policy, the types of restricted corporate opportunities have been revised to reflect the Registrant’s business following the Distribution and will now include an opportunity that relates (x) exclusively to the ownership of a franchise in the NBA located in New York, New Jersey or Connecticut or (y) exclusively to the ownership of a franchise in the National Football League, Major League Baseball or Major League Soccer located in New York, New Jersey or Connecticut.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.