Sphere Entertainment Co.

8-K · d75993d8k.htm

0001795250 2026-06-10 2026-06-10
  
  
 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
  
  

 FORM 8-K
  
  

 CURRENT REPORT
 Pursuant to Section 13 or 15(d)
 of the Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): June 10, 2026
  
  

 SPHERE ENTERTAINMENT CO.
 (Exact Name of Registrant as Specified in Charter)
  
  

  

 Nevada
  
 001-39245
  
 84-3755666

 (State or other jurisdiction
 of incorporation)

  
 (Commission
 File Number)

  
 (IRS Employer
 Identification No.)

  

 Two Pennsylvania Plaza , New York , NY
  
 10121

 (Address of principal executive offices)
  
 (Zip Code)

 Registrant’s telephone number, including area code:  (725) 258-0001
 Not Applicable
 (Former name or former address, if changed since last report.)
  
  

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
  

 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:
  

 Title of each class

  
 Trading
Symbol(s)

  
 Name of Each Exchange
 on Which Registered

 Class A Common Stock
  
 SPHR
  
 New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 Emerging growth company  ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
  
  
  

  
 Item 5.07
 Submission of Matters to a Vote of Security Holders.

 On June 10, 2026, Sphere Entertainment Co. (the “Company”) held its annual meeting of stockholders. In accordance with the Company’s Articles of Incorporation, the Company’s Class A stockholders were entitled to one vote per share and the Company’s Class B stockholders were entitled to ten votes per share. The proposals are described in the Company’s proxy statement for the 2026 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 28, 2026. The final results for the votes regarding each proposal are set forth below.
  

  
 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. Dolan

   
 68,667,540
   
 0
   
 0

 Brian G. Sweeney

   
 68,667,540
   
 0
   
 0

 Vincent Tese

   
 68,667,540
   
 0
   
 0

 Isiah L. Thomas III

   
 68,667,540
   
 0
   
 0

  

  
 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

  

  
 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

  

 The foregoing non-binding, advisory vote on Proposal 3 included the affirmative vote of a majority of the shares of the Company’s Class A common stock that were voted on the matter and 100% of the Company’s shares of Class B common stock.
  

  
 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

  

 SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  

 SPHERE ENTERTAINMENT CO.

 (Registrant)

 By:
  
 /s/ Mark C. Cresitello

 Name:
  
 Mark C. Cresitello

 Title:
  
 Senior Vice President, Deputy General Counsel and Secretary

 Dated: June 12, 2026