UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
Certain Relationships and Potential Conflicts of Interest
Following the distribution by MSG Knickerbockers Corp. (formerly Madison Square Garden Sports Corp. and referred to herein as “MSG Knickerbockers”) of all of the issued and outstanding shares of the common stock of MSG Rangers Corp. (formerly MSGS Spinco, Inc. and referred to herein as “MSG Rangers”) to its stockholders (the “MSG Rangers Distribution”), there are, and may in the future be, overlaps between certain officers of Sphere Entertainment Co. (the “Company”), on the one hand, and Madison Square Garden Entertainment Corp. (“MSG Entertainment”), MSG Knickerbockers, MSG Rangers or AMC Global Media Inc. (“AMC Global Media”), on the other hand. The Company’s Executive Chairman and Chief Executive Officer, James L. Dolan, also serves as the Executive Chairman and Chief Executive Officer of MSG Entertainment, MSG Knickerbockers and MSG Rangers and as Non-Executive Chairman of AMC Global Media. Furthermore, eight of the Company’s directors also serve as directors of MSG Entertainment, nine of our directors also serve as directors of MSG Knickerbockers, five of our directors also serve as directors of MSG Rangers and six of our directors also serve as directors of AMC Global Media. Kristin A. Dolan serves as Chief Executive Officer of AMC Global Media and on the board of directors of AMC Global Media and MSG Rangers concurrently with her service on the Company’s Board. In addition, (i) David Granville-Smith, the Company’s Executive Vice President, also serves as Executive Vice President of MSG Knickerbockers, MSG Rangers and AMC Global Media and (ii) Allen Lo, the Company’s Executive Vice President and Chief Legal Officer, also serves as Executive Vice President and Chief Legal Officer of MSG Entertainment.
The overlapping directors and officers may have actual or apparent conflicts of interest with respect to matters involving or affecting the Company, on the one hand, and MSG Entertainment, MSG Knickerbockers, MSG Rangers or AMC Global Media, on the other hand. For example, there will be the potential for a conflict of interest when the Company or MSG Entertainment, MSG Knickerbockers, MSG Rangers or AMC Global Media look at certain acquisitions and other corporate opportunities that may be suitable for more than one of the companies. Also, conflicts may arise if there are issues or disputes under the commercial arrangements that will exist between MSG Entertainment, MSG Knickerbockers, MSG Rangers or AMC Global Media, on the one hand, and the Company, on the other hand. In addition, certain of the Company’s officers and directors own MSG Entertainment, MSG Knickerbockers, MSG Rangers and/or AMC Global Media stock, restricted stock units, performance stock units, stock options and/or performance stock options. These ownership interests could create actual, apparent or potential conflicts of interest when these individuals are faced with decisions that could have different implications for the Company, MSG Entertainment, MSG Knickerbockers, MSG Rangers or AMC Global Media.
Certain provisions of the Company’s articles of incorporation (the “Overlap Provisions”) acknowledge that directors and officers of the Company may also be serving as directors, officers, employees or agents of MSG Knickerbockers, MSG Entertainment or AMC Global Media (together, the “Overlap Persons”), and that the Company may engage in material business transactions with such entities and provides that no Overlap Person will be liable to the Company or its stockholders for breach of any fiduciary duty that would otherwise occur by reason of the fact that any such individual directs a corporate opportunity (other than certain limited types of restricted corporate opportunities set forth in the Overlap Provisions, provided that the Company is directly engaged in such business at the relevant time) to MSG Knickerbockers, MSG Entertainment or AMC Global Media instead of the Company, or does not refer or communicate information regarding such corporate opportunities to the Company. The Overlap Provisions also expressly validate certain contracts, agreements, arrangements and transactions (and amendments, modifications or terminations thereof) between the Company and MSG Knickerbockers, MSG Entertainment or AMC Global Media and, to the fullest extent permitted by law, provide that the actions of the Overlap Persons in connection therewith are not breaches of fiduciary duties owed to the Company, any of its subsidiaries or their respective stockholders.
As a result of the MSG Rangers Distribution, the Board has adopted an overlap policy to extend the foregoing provisions to directors and officers of the Company who serve as directors, officers, employees or agents of MSG Rangers or its subsidiaries.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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) | ||||||
| Date: October 27, 2026 | By: | /s/ Mark Cresitello | ||||
| Name: | Mark Cresitello | |||||
| Title: | Senior Vice President, Deputy General Counsel and Secretary | |||||