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Sphere Entertainment Co

For the period ended Jun 30, 2024. Filed Oct 24, 2024.

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About this filing

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.

Jun 30, 2024 · Filed Oct 24, 2024

SPHR$120.02+6.8%Stored close · as of Nov 6, 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:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting 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):

xNo fee required
oFee paid previously with preliminary materials.
oFee 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 Monday, December 9, 2024 at 10:00 a.m. Eastern Time. You can attend the annual meeting via the internet by visitingwww.virtualshareholdermeeting.com/SPHR2024. 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 2024 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 Monday, December 9, 2024, 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/SPHR2024 (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 December 4, 2024 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:

  1. Election of directors.

  2. Ratification of the appointment of our independent registered public accounting firm.

  3. Approval of the Company’s 2020 Employee Stock Plan, as amended.

  4. An advisory vote on the compensation of our named executive officers.

  5. Conduct such other business as may be properly brought before the meeting.

Only stockholders of record on October 15, 2024 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 Summary1
Voting Items and Board Recommendations1
Company Overview1
Corporate Governance and Board Practices2
Approach to Fostering Diversity and Inclusion2
Director Nominees3
Executive Compensation Program4
General Information7
Company Overview7
Proxy Statement Materials7
Questions and Answers You May Have About Our Annual Meeting and Voting8
Board and Governance Practices13
Corporate Governance Practices13
Stockholder Engagement13
Board Leadership Structure13
Board Self-Assessment14
Executive Sessions of Non-Management and Independent Board Members14
Risk Oversight14
Communicating with Our Directors15
Code of Conduct and Ethics15
Director Independence15
Director Nominations16
Director Selection16
Board Meetings17
Committees17
Director Compensation21
Proposal 1 — Election of Directors23
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm34
Audit Committee Matters35
Services and Fees for 2024 and 202335
Report of Audit Committee36
Compensation Discussion & Analysis37
Executive Summary38
Compensation Program Practices and Policies46
Elements of Our Compensation Program49
Benefits63
Perquisites64
Post-Termination Compensation65
Awards Issued in Connection with the MSGE Distribution65
Report of Compensation Committee67
Executive Compensation Tables68
Certain Compensation Disclosure Considerations68
Summary Compensation Table68
  • i -
2024 Grants of Plan-Based Awards72
Outstanding Equity Awards at June 30, 202474
2024 Option Exercises and Stock Vested77
2024 Pension Benefits78
2024 Nonqualified Deferred Compensation81
Employment Agreements82
Termination and Severance90
Equity Compensation Plan Information96
CEO Pay Ratio98
Pay Versus Performance98
Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information104
Proposal 3 — Approval of the Company’s 2020 Employee Stock Plan, as amended106
New Plan Benefits Table112
Proposal 4 — Non-Binding Advisory Vote On Named Executive Officer Compensation114
Our Executive Officers115
Transactions with Related Parties117
Relationship Between Us, MSGE, MSGS and AMC Networks117
Aircraft Arrangements121
Dolan Family Arrangements121
Other122
Certain Relationships and Potential Conflicts of Interest123
Related Party Transaction Approval Policy124
Delinquent Section 16(a) Reports125
Stock Ownership Table126
Other Matters137
Stockholder Proposals for 2025 Annual Meeting137
Advance Notice of Proxy Holders and Qualified Representatives138
Annex A — Reconciliation of Non-GAAP Financial MeasuresA-1
Annex B — 2020 Employee Stock Plan as amended through December 9, 2024B-1
  • ii -
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.