SEC Form 8-K filed by Sphere Entertainment Co.

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.

 

Dated: June 12, 2026