Madison Square Garden Entertainment Corp

DEF 14A 1 msgedef14a-specialproxysta.htm DEF 14A

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:

(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):

JAMES L. DOLAN

Executive Chairman and

Chief Executive Officer

Notice of Special Meeting and

Proxy Statement

Dear Stockholder:

You are cordially invited to attend our special meeting of stockholders, which will be conducted via live webcast on Monday, June 9, 2025, at 10:00 a.m. Eastern Time. You can attend the special meeting via the internet by visitingwww.virtualshareholdermeeting.com/MSGE2025SM. There is no in-person special meeting 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 special meeting is described in the enclosed materials. Your vote is important to us.

Sincerely yours,

James L. Dolan Executive Chairman and Chief Executive Officer

MADISON SQUARE GARDEN ENTERTAINMENT CORP., TWO PENNSYLVANIA PLAZA, NEW YORK, NY 10121

PROXY STATEMENT

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of Madison Square Garden Entertainment Corp.

A special meeting (the “special meeting”) of stockholders of Madison Square Garden Entertainment Corp. (the “Company”) will be held on Monday, June 9, 2025, at 10:00 a.m. Eastern Time. You can attend the special meeting via the internet, vote your shares electronically and submit your questions during the special meeting, by visitingwww.virtualshareholdermeeting.com/MSGE2025SM (there is no physical location for the special meeting). In order to attend the special meeting, you must register in advance at www.proxyvote.com prior to the deadline of June 4, 2025 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 special 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 “How do I attend, vote and ask questions during the special meeting?”

The special meeting will be held to consider and vote upon the following matters:

1. Approval of the redomestication of the Company to the State of Nevada by conversion.

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

Only stockholders of record on April 17, 2025 may vote during the special meeting.

Your vote is important to us. Even if you plan on participating in the special 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. CresitelloSecretary

New York, New York

MADISON SQUARE GARDEN ENTERTAINMENT CORP., TWO PENNSYLVANIA PLAZA, NEW YORK, NY 10121

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