TKO Group Holdings, Inc.

8-K · d80456d8k.htm

0001973266 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
  
  

 TKO Group Holdings, Inc.
 (Exact Name of Registrant as Specified in its Charter)
  
  

  

 Delaware
  
 001-41797
  
 92-3569035

 (State or other jurisdiction
 of incorporation)

  
 (Commission
 File Number)

  
 (IRS Employer
 Identification No.)

  

 200 Fifth Avenue , 7 th Floor
 New York , New York

  
 10010

 (Address of principal executive offices)
  
 (Zip Code)

 (646) 558-8333
 (Registrant’s telephone number, including area code)
 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:
  

 ☐
 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, $0.00001 par value per share
  
 TKO
  
 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, TKO Group Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, shares of Class A common stock and Class B common stock of the Company representing 187,379,656 votes, or approximately 98.03% of voting power entitled to vote at the Annual Meeting, voting as a single class, were present in person, by remote communication or represented by proxy at the Annual Meeting. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which was described in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2026.
 Item 1 — Election of twelve directors to hold office until the Company’s annual meeting of stockholders to be held in 2027, and until their respective successors are duly elected and qualified.
  

 NOMINEE
   
 Votes FOR
  
     
 Votes WITHHELD
  
     
 Broker Non-Votes
  

 Ariel Emanuel

   
  
 158,897,037
  
     
  
 19,984,134
  
     
  
 8,498,485
  

 Mark Shapiro

   
  
 153,200,101
  
     
  
 25,681,070
  
     
  
 8,498,485
  

 Peter C.B. Bynoe

   
  
 168,018,196
  
     
  
 10,862,975
  
     
  
 8,498,485
  

 Egon P. Durban

   
  
 178,091,745
  
     
  
 789,426
  
     
  
 8,498,485
  

 Dwayne Johnson

   
  
 142,813,504
  
     
  
 36,067,667
  
     
  
 8,498,485
  

 Bradley A. Keywell

   
  
 178,548,765
  
     
  
 332,406
  
     
  
 8,498,485
  

 Nick Khan

   
  
 154,552,960
  
     
  
 24,328,211
  
     
  
 8,498,485
  

 Steven R. Koonin

   
  
 157,147,561
  
     
  
 21,733,610
  
     
  
 8,498,485
  

 Jonathan A. Kraft

   
  
 178,557,731
  
     
  
 323,440
  
     
  
 8,498,485
  

 Sonya E. Medina

   
  
 167,702,903
  
     
  
 11,178,268
  
     
  
 8,498,485
  

 Nancy R. Tellem

   
  
 178,542,999
  
     
  
 338,172
  
     
  
 8,498,485
  

 Carrie Wheeler

   
  
 178,403,184
  
     
  
 477,987
  
     
  
 8,498,485
  

 Item 2 — Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
  

 Vote FOR
  
 Votes AGAINST
  
 Votes ABSTAINED
  
 Broker Non-Votes

 187,147,670
  
 157,298
  
 74,688
  
 0

 Based on the foregoing votes, the twelve director nominees were elected and Item 2 was approved.

 SIGNATURE
 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.
  

 TKO GROUP HOLDINGS, INC.

 By:
  
 /s/ Andrew Schleimer

 Name:
  
 Andrew Schleimer

 Title:
  
 Chief Financial Officer

 Date: June 12, 2026