Sphere Entertainment Co.
For the period ended Apr 28, 2026. Filed Apr 28, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 28, 2026 · Filed Apr 28, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrantx Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
SPHERE ENTERTAINMENT CO.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
JAMES L. DOLAN
Executive Chairman and
Chief Executive Officer
Notice of Annual Meeting and
Proxy Statement
Dear Stockholder:
You are cordially invited to attend our annual meeting of stockholders, which will be conducted via live webcast on Wednesday, June 10, 2026 at 10:00 a.m. Eastern Time. You can attend the annual meeting via the internet by visitingwww.virtualshareholdermeeting.com/SPHR2026. There is no in-person annual meeting this year for you to attend.
Information on how to vote and, if you wish to attend, the requirements to register in advance and how to ask questions during the annual meeting is described in the enclosed materials. Your vote is important to us.
Sincerely yours,
James L. Dolan
Executive Chairman and Chief Executive Officer
SPHERE ENTERTAINMENT CO., TWO PENNSYLVANIA PLAZA, NEW YORK, NY 10121
PROXY STATEMENT
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
Sphere Entertainment Co.
The annual meeting of stockholders of Sphere Entertainment Co. (the “annual meeting”) will be held on Wednesday, June 10, 2026, at 10:00 a.m. Eastern Time. You can attend the annual meeting via the internet, vote your shares electronically and submit your questions during the annual meeting, by visitingwww.virtualshareholdermeeting.com/SPHR2026 (there is no physical location for the annual meeting). In order to attend the annual meeting, you must register in advance at www.proxyvote.com prior to the deadline of June 5, 2026 at 5:00 p.m. Eastern Time. You will need to have your 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to register in advance for and to join on the day of the annual meeting. We encourage you to allow ample time for online check-in, which will begin at 9:45 a.m. Eastern Time. For further information on how to register for and participate in the meeting please see General Information, “How do I attend, vote and ask questions during the annual meeting?”
The annual meeting will be held to consider and vote upon the following proposals:
Election of directors.
Ratification of the appointment of our independent registered public accounting firm.
An advisory vote on the compensation of our named executive officers.
An advisory vote on the frequency of future advisory votes on named executive officer compensation.
Conduct such other business as may be properly brought before the meeting.
Only stockholders of record on April 20, 2026 may vote during the meeting.
Your vote is important to us. Even if you plan on participating in the annual meeting virtually, we recommend that you vote as soon as possible by telephone, by Internet or by signing, dating and returning the proxy card in the postage-paid envelope provided.
By order of the Board of Directors,
Mark C. Cresitello
Secretary
New York, New York
SPHERE ENTERTAINMENT CO., TWO PENNSYLVANIA PLAZA, NEW YORK, NY 10121
TABLE OF CONTENTS
| Proxy Statement Summary | 1 |
|---|---|
| Voting Items and Board Recommendations | 1 |
| Company Overview | 1 |
| Corporate Governance and Board Practices | 2 |
| Strengthening Our Workplace Community | 2 |
| Director Nominees | 3 |
| Executive Compensation Program | 4 |
| General Information | 7 |
| Company Overview | 7 |
| Proxy Statement Materials | 8 |
| Questions and Answers You May Have About Our Annual Meeting and Voting | 9 |
| Board and Governance Practices | 14 |
| Corporate Governance Practices | 14 |
| Stockholder Engagement | 14 |
| Board Leadership Structure | 15 |
| Board Self-Assessment | 15 |
| Executive Sessions of Non-Management and Independent Board Members | 15 |
| Risk Oversight | 15 |
| Communicating with Our Directors | 16 |
| Code of Conduct and Ethics | 16 |
| Director Independence | 16 |
| Director Nominations | 18 |
| Director Selection | 18 |
| Board Meetings | 19 |
| Committees | 19 |
| Director Compensation | 23 |
| Proposal 1 — Election of Directors | 25 |
| Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm | 35 |
| Audit Committee Matters | 36 |
| Services and Fees for 2025, 2024 Transition Period and Fiscal Year 2024 | 36 |
| Report of Audit Committee | 37 |
| Compensation Discussion & Analysis | 38 |
| Executive Summary | 39 |
| Compensation Program Practices and Policies | 46 |
| Elements of Our Compensation Program | 49 |
| Benefits | 61 |
| Perquisites | 62 |
| Post-Termination Compensation | 63 |
| Awards Issued in Connection with the MSGE Distribution | 63 |
| Report of Compensation Committee | 65 |
| Executive Compensation Tables | 66 |
| Certain Compensation Disclosure Considerations | 66 |
| 2025 Summary Compensation Table | 66 |
- i -
| 2025 Grants of Plan-Based Awards | 72 |
|---|---|
| Outstanding Equity Awards at December 31, 2025 | 75 |
| 2025 Option Exercises and Stock Vested | 77 |
| 2025 Pension Benefits | 78 |
| 2025 Nonqualified Deferred Compensation | 81 |
| Employment Agreements | 82 |
| Termination and Severance | 91 |
| Equity Compensation Plan Information | 99 |
| CEO Pay Ratio | 100 |
| Pay Versus Performance | 101 |
| Grant of Certain Equity Awards Close in Time to the Release of Material Non-public Information | 107 |
| Proposal 3 — Non-Binding Advisory Vote on Named Executive Officer Compensation | 108 |
| Proposal 4 — Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation | 109 |
| Our Executive Officers | 110 |
| Transactions with Related Parties | 112 |
| Relationship Between Us, MSGE, MSGS and AMC Global Media | 112 |
| Aircraft Arrangements | 115 |
| Dolan Family Arrangements | 115 |
| Other | 115 |
| Certain Relationships and Potential Conflicts of Interest | 116 |
| Related Party Transaction Approval Policy | 117 |
| Delinquent Section 16(a) Reports | 118 |
| Stock Ownership Table | 119 |
| Other Matters | 130 |
| Stockholder Proposals for 2027 Annual Meeting | 130 |
| Annex A — Reconciliation of Non-GAAP Financial Measures | A-1 |
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References to our website in this proxy statement are provided as a convenience and the information contained on, or available through, our website is not part of this or any other document we file with or furnish to the U.S. Securities and Exchange Commission (the “SEC”).
Forward-Looking Statements
This proxy statement may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “anticipates,” “believes,” “estimates,” “may,” “will,” “should,” “could,” “potential,” “continue,” “intends,” “plans” and similar words and terms used in the discussion of future operating and future financial performance identify forward-looking statements.
Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results, developments or events may differ materially from those in the forward-looking statements as a result of various factors, including financial community perceptions of us and our business, operations, financial condition and the industries in which we operate and the factors described in our filings with the SEC, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. We disclaim any obligation to update any forward-looking statements contained herein, except as may be required by law or applicable regulations.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.