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. )
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MSG NETWORKS INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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JAMES L. DOLAN
Executive Chairman
Notice of Annual Meeting and
Proxy Statement
Dear Stockholder:
You are cordially invited to attend our annual meeting of stockholders which is being held on Friday, December 14, 2018 at 10:00 a.m. Eastern Time at the J.P. Morgan Club at the Madison Square Garden Arena, located on Seventh Avenue between West 31st Street and West 33rd Street, New York, NY.
In addition to the matters described in the proxy statement, we will report on the Companys activities and you will have an opportunity to ask questions.
Additional information on how to vote and, if you wish to attend, the requirements to obtain an admission ticket, is described in the enclosed materials. I look forward to seeing you at the meeting. Your vote is important to us.
Sincerely yours,
James L. Dolan
Executive Chairman
October 25, 2018
MSG NETWORKS INC., 11 PENNSYLVANIA PLAZA, NEW YORK, NY 10001
PROXY STATEMENT
NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
MSG Networks Inc.
The Annual Meeting of Stockholders of MSG Networks Inc. will be held at the J.P. Morgan Club at the Madison Square Garden Arena, located on Seventh Avenue between West 31st Street and West 33rd Street, New York, NY on Friday, December 14, 2018, at 10:00 a.m. Eastern Time to consider and vote upon the following proposals:
1. | Election of directors. |
2. | Ratification of the appointment of our independent registered public accounting firm. |
3. | Conduct such other business as may be properly brought before the meeting. |
Only stockholders of record on October 16, 2018 may vote at the meeting.
Your vote is important to us. Even if you plan on attending the annual meeting in person, 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.
If you wish to attend the annual meeting in person, you must request an admission ticket in advance of the meeting. You will be required to present the admission ticket and government-issued photo identification to enter the annual meeting. For more details, please see General Information How do I attend the 2018 annual meeting in person and what identification must I show?
By order of the Board of Directors, |
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LAWRENCE J. BURIAN |
Executive Vice President, General Counsel |
New York, New York
October 25, 2018
MSG NETWORKS INC., 11 PENNSYLVANIA PLAZA, NEW YORK, NY 10001
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Executive Sessions of Non-Management and Independent Board Members |
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Advance Notice of Proxy Holders and Qualified Representatives |
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VOTING ITEMS AND BOARD RECOMMENDATIONS
Proposals |
Board Recommendation
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Proposal 1
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Election of directors
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FOR
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Proposal 2 |
Ratification of the appointment of our independent registered public accounting firm
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FOR |
CORPORATE GOVERNANCE AND BOARD PRACTICES
✓
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Annual election of directors, with all directors serving one-year terms | |
✓
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Board composition to include a broad range of skills, experience, industry knowledge, diversity of opinion and contacts relevant to the Companys business that serves the interests of the holders of both our Class A Common Stock and Class B Common Stock
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✓
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Board self-assessments conducted at least annually to assess the mix of skills and experience that directors bring to the Board to facilitate an effective oversight function
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✓
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Robust director nomination criteria to ensure a diversity of viewpoints, background and expertise in the boardroom
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✓
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Regular executive sessions of independent directors | |
✓
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Independent Board committees, with each of the Audit Committee and Compensation Committee comprised 100% of independent directors
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✓
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Restricted stock units subject to holding requirement through end of service on the Board
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Class A Director Nominees
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Class B Director Nominees
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Joseph J. Lhota | James L. Dolan | Kristin A. Dolan | Thomas C. Dolan | |||
Joel M. Litvin | William J. Bell | Paul J. Dolan | Hank J. Ratner | |||
John L. Sykes | Charles F. Dolan | Quentin F. Dolan | Brian G. Sweeney |
EXECUTIVE COMPENSATION PROGRAM
Executive Compensation Principles: | ||
✓ |
Significant portion of compensation opportunities should be at-risk | |
✓ |
Long-term performance incentives should generally outweigh short-term performance incentives
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✓ |
Executive officers should be aligned with stockholders through equity compensation | |
✓ |
Compensation structure should enable the Company to attract, retain, motivate and reward best talent
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Component | Performance Link | Description | ||||||
Base Salary |
Cash |
Fixed level of compensation, determined primarily based on performance and experience Intended to compensate NEOs for day-to-day services performed | ||||||
Annual Incentive | Cash |
Financial (80%)
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Company Revenue (30%) |
Performance-based cash incentive opportunity Designed to be based on the achievement of pre-defined financial and strategic performance measures approved by the Compensation Committee(1) | ||||
Company AOI (70%) | ||||||||
Strategic (20%)
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Strategic Objectives | |||||||
Long-Term Incentive |
All NEOs excluding Executive Chairman(2)
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Performance Stock Units (50%) |
Company Revenue (30%)
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Financial performance targets are pre-determined by the Compensation Committee and reflect our long-term financial goals Cliff-vest to the extent that financial targets measured over a three-year performance period are achieved
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Company AOI (70%)
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Restricted Stock Units (50%) |
Stock Price Performance
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Share-based award establishes direct alignment with our stock price performance and stockholder interests Vest ratably over three years
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Executive Chairman only(2)
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Performance-Based Stock Options (50%) |
Company Revenue (30%)
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Financial performance targets are pre-determined by the Compensation Committee and reflect our long-term financial goals Cliff-vest to the extent that financial targets measured over a three-year performance period are achieved
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Company AOI (70%)
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Time-Based Stock Options (50%) | Stock Price Performance |
Share-based award establishes direct alignment with our stock price performance and stockholder interests Vest ratably over three years
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Name |
Fees Earned or Paid in Cash ($)(1) |
Stock Awards ($)(2)(3) | Total ($) | |||||||||
William J. Bell |
53,500 | 121,463 | 174,963 | |||||||||
Charles F. Dolan |
53,500 | 121,463 | 174,963 | |||||||||
Kristin A. Dolan(4) |
15,000 | 72,891 | 87,891 | |||||||||
Paul J. Dolan |
55,000 | 121,463 | 176,463 | |||||||||
Quentin F. Dolan |
55,000 | 121,463 | 176,463 | |||||||||
Thomas C. Dolan |
51,500 | 121,463 | 172,963 | |||||||||
Wilt Hildenbrand(5) |
40,000 | 121,463 | 161,463 | |||||||||
Joseph J. Lhota |
81,500 | 121,463 | 202,963 | |||||||||
Joel M. Litvin |
78,000 | 121,463 | 199,463 | |||||||||
Hank J. Ratner |
55,000 | 121,463 | 176,463 | |||||||||
Brian G. Sweeney |
53,500 | 121,463 | 174,963 | |||||||||
John L. Sykes |
83,000 | 121,463 | 204,463 |
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The Audit Committee assists the Board in its oversight of the Companys financial reporting, internal controls, and audit functions. As set forth in the charter of the Audit Committee, management of the Company is responsible for the preparation, presentation and integrity of the Companys financial statements, the Companys accounting and financial reporting principles, and the Companys internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The Companys Internal Audit function is provided to the Company by the Internal Audit Department of MSG through an agreement with MSG. The Internal Audit function provides the Audit Committee and management an independent review function, including reviewing and evaluating the adequacy, effectiveness, and quality of the Companys system of internal controls.
The Companys independent registered public accounting firm, KPMG, is responsible for auditing the Companys financial statements and internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) and expressing an opinion on the conformity of the consolidated financial statements to U.S. generally accepted accounting principles (U.S. GAAP) and on the effectiveness of the Companys internal control over financial reporting.
In the performance of its oversight function, the Audit Committee has reviewed and discussed with management and KPMG the audited financial statements and its evaluation of the Companys internal control over financial reporting. The Audit Committee discussed with KPMG the matters required to be discussed pursuant to PCAOB Auditing Standard No. 16 (Communications with Audit Committees). The Audit Committee received the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB regarding the independent auditors communications with the Audit Committee regarding independence, and the Audit Committee discussed with KPMG the firms independence. All audit and non-audit services performed by KPMG must be specifically approved by the Audit Committee or by its Chairman (and subject to ratification by the full committee).
As part of its responsibilities for oversight of the risk management process, the Audit Committee has reviewed and discussed the Companys risk assessment and risk management framework, including discussions of individual risk areas as well as a summary of the overall process.
The Audit Committee discussed with the Companys Internal Audit function and KPMG, the overall scope of and plans for their respective audits. For the fiscal year ended June 30, 2018, the Audit Committee met with the head of the Internal Audit Department of MSG (who oversees the provision of internal audit services to the Company under an agreement with MSG) and representatives of KPMG, in regular and executive sessions, to discuss the results of their examinations related to the Company, the evaluations of the Companys internal controls, and the overall quality of the Companys financial reporting and compliance programs.
Based upon the reports, reviews and discussions described in this report, the Audit Committee recommended to the Board that the audited financial statements be included in the Companys 2018 Form 10-K that was filed with the SEC.
Members of the Audit Committee
Joseph J. Lhota (Chair)
Joel M. Litvin
John L. Sykes
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LETTER FROM THE COMPENSATION COMMITTEE
Dear Fellow Stockholder,
We thank you for your continued support of MSG Networks. We wish to share with you how the Compensation Committee continues to evolve our executive compensation program and practices to support our long-term strategic goals and drive stockholder value creation. The Compensation Committee regularly reviews our compensation structure against the following four over-arching principles that we believe are core to pay and performance alignment and appropriately motivate our executive officers:
| A significant portion of each executive officers compensation opportunity should be at risk based on Company and stock performance; |
| Long-term incentives should generally comprise a greater proportion of total compensation than short-term incentives; |
| Equity compensation should be a meaningful component of total compensation in order to establish a direct alignment of interests between executive officers and our stockholders; and |
| We should attract, retain, motivate and reward the best talent in a competitive industry. |
The Compensation Committee also seeks to include the input of our stockholders in the regular evaluation of our programs. During the 2018 fiscal year, management of the Company engaged with holders of over 75% of our Class A Common Stock to discuss our Board, governance and compensation practices, with the specific goal of seeking stockholder feedback.
Further detail on our compensation program is included in the Compensation Discussion & Analysis that follows. We are committed to maintaining a compensation structure that aligns pay with performance and effectively motivates our executive officers to continue driving long-term value creation for our stockholders. We welcome continued stockholder feedback on our executive compensation practices.
Members of the Compensation Committee
Joseph J. Lhota
Joel M. Litvin
John L. Sykes (Chair)
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COMPENSATION DISCUSSION & ANALYSIS
James L. Dolan | Executive Chairman | |
Andrea Greenberg | President and Chief Executive Officer | |
Bret Richter | Executive Vice President, Chief Financial Officer and Treasurer | |
Lawrence J. Burian | Executive Vice President, General Counsel and Secretary | |
Dawn Darino-Gorski | Senior Vice President, Controller and Principal Accounting Officer |
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Principle | Implementation | |
A significant portion of compensation opportunities should be at risk. |
The majority of executive compensation is at risk and based on stockholder returns as well as the Companys performance against predetermined financial performance targets. | |
Long-term performance incentives should generally outweigh short-term performance incentives. |
Incentive compensation focuses more heavily on long-term rather than short-term accomplishments and results. | |
Executive officers should be aligned with our stockholders through equity compensation. |
Equity-based compensation comprises a substantial portion of executive compensation, ensuring alignment with stockholder interests. | |
The compensation structure should enable the Company to attract, retain, motivate and reward the best talent. |
The overall executive compensation program is competitive, equitable and thoughtfully structured so as to attract, retain, motivate and reward talent.
The Compensation Committee focuses on total direct compensation, as well as individual compensation elements when providing competitive compensation opportunities. |
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Component
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Performance Link
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Description
| ||||||
Base Salary |
Cash |
Fixed level of compensation determined primarily based on performance and experience
Intended to compensate NEOs for day-to-day services performed | ||||||
Annual Incentive |
Cash |
Financial (80%)
|
Company Revenue (30%) |
Performance-based cash incentive opportunity
Designed to be based on the achievement of pre-defined financial and strategic performance measures approved by the Compensation Committee(1) | ||||
Company AOI (70%) | ||||||||
Strategic (20%)
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Strategic Objectives | |||||||
Long- Term Incentive |
All NEOs excluding Executive Chairman(2)
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Performance Stock Units (50%) |
Company Revenue (30%)
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Financial performance targets are pre-determined by the Compensation Committee and reflect our long-term financial goals
Cliff-vest to the extent that financial targets measured over a three-year performance period are achieved
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Company AOI (70%)
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Restricted Stock Units (50%) |
Stock Price Performance
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Share-based award establishes direct alignment with our stock price performance and stockholder interests
Vest ratably over three years
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Executive Chairman only(2)
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Performance-Based Stock Options (50%) |
Company Revenue (30%)
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Financial performance targets are pre-determined by the Compensation Committee and reflect our long-term financial goals
Cliff-vest to the extent that financial targets measured over a three-year performance period are achieved
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Company AOI (70%)
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Time-Based Stock Options (50%) |
Stock Price Performance
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Share-based award establishes direct alignment with our stock price performance and stockholder interests
Vest ratably over three years
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Executive Chairman Pay Mix(1)(2)
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President and Chief Executive Officer Pay Mix(1)
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Average NEO Pay Mix(1) (excluding President and Chief Executive Officer and Executive Chairman)
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Compensation Practices | ||
✓ | Substantial proportion of compensation is at risk | |
✓ | Short- and long-term incentives are earned based on the achievement of objective, pre-determined performance goals | |
✓ | Stockholder feedback included in Compensation Committee review of compensation program | |
✓ | Anti-hedging/pledging | |
✓ | No excise tax gross-up provisions | |
✓ | Review of tally sheets for each NEO by Compensation Committee at least annually | |
✓ | Fully independent Compensation Committee oversees compensation decisions | |
✓ | Compensation Committee utilizes support of an independent compensation consultant |
COMPENSATION PROGRAM PRACTICES AND POLICIES
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Name |
2018 Fiscal Year Base Salary |
Target Incentive (% of Base Salary) |
Maximum Incentive (% of Base Salary)(1) |
2018 Fiscal Year MPIP as a % of Target |
Actual 2018 Fiscal Year Annual Incentive Award | ||||||||||||||||||||
James L. Dolan |
$ | 1,000,000 | 200 | % | 400 | % | 126.5 | % | $ | 2,530,000 | |||||||||||||||
Andrea Greenberg |
$ | 974,615 | 100 | % | 200 | % | 126.5 | % | $ | 1,232,889 | |||||||||||||||
Bret Richter |
$ | 692,050 | 100 | % | 200 | % | 126.5 | % | $ | 875,443 | |||||||||||||||
Lawrence J. Burian |
$ | 309,000 | 150 | % | 300 | % | 126.5 | % | $ | 586,328 | |||||||||||||||
Dawn Darino-Gorski |
$ | 369,036 | 40 | % | 80 | % | 126.5 | % | $ | 186,732 |
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Financial Metrics (Weighting) |
2018 Fiscal Year Payout Result | |
Company Revenue (30%) |
100.4% of target | |
Company AOI (70%) |
126.1% of target |
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Element | Weighting | Summary | ||||
All NEOs excluding the Executive Chairman | ||||||
Performance Stock Units | 50% | ✓ | Performance is measured by total Company revenue and AOI, which are weighted 30% and 70%, respectively, and are considered key value drivers of our business | |||
✓ | Financial performance targets are pre-determined by the Compensation Committee and reflect our financial and strategic long-term goals | |||||
✓ | Cliff-vest to the extent that financial targets measured over a three-year performance period are achieved | |||||
Restricted Stock Units | 50% | ✓ | Share-based award establishes direct alignment with our stock price performance and stockholder interests | |||
✓ | Vest ratably over three years | |||||
Executive Chairman only | ||||||
Performance Stock Options | 50% | ✓ | Performance is measured by total Company revenue and AOI, which are weighted 30% and 70%, respectively, and are considered key value drivers of our business | |||
✓ | Financial performance targets are pre-determined by the Compensation Committee and reflect our financial and strategic long-term goals | |||||
✓ | Cliff-vest to the extent that financial targets measured over a three-year performance period are achieved | |||||
Time-Based Stock Options | 50% | ✓ | Share-based award establishes direct alignment with our stock price performance and stockholder interests | |||
✓ | Vest ratably over three years |
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Name |
Performance Stock Units (at target) |
Grant Date Fair Value(1) | ||
Andrea Greenberg |
72,570 | $1,567,512 | ||
Bret Richter |
20,570 | $444,312 | ||
Lawrence J. Burian |
10,890 | $235,224 | ||
Dawn Darino-Gorski |
9,920 | $214,272 |
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Financial Measures (Weighting) |
Threshold Performance |
Maximum Performance | ||
Company Revenue (30%) | 85% of target goal | 115% of target goal | ||
Company AOI (70%) | 75% of target goal | 125% of target goal |
Name |
Time-Based Awards | Grant Value(1) | ||
Andrea Greenberg |
72,570 | $1,567,512 | ||
Bret Richter |
20,570 | $444,312 | ||
Lawrence J. Burian |
10,890 | $235,224 | ||
Dawn Darino-Gorski |
9,920 | $214,272 |
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Performance-Based Stock Options |
Grant Value(1) |
Time-Based Stock |
Grant Value(1) | |||
426,287 |
$2,399,996 | 426,287 | $2,399,996 |
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REPORT OF COMPENSATION COMMITTEE
The Compensation Committee has reviewed and discussed the Compensation Discussion & Analysis set forth above with management. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion & Analysis be included in this proxy statement for filing with the SEC.
Members of the Compensation Committee
Joseph J. Lhota
Joel M. Litvin
John L. Sykes (Chair)
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Name and Principal Position |
Year | Salary ($)(1) |
Bonus ($) |
Stock Awards ($)(2) |
Option Awards ($)(3) |
Non-Equity Incentive Plan Compensation ($)(4) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) |
All Other Compensation ($)(6) |
Total ($) | |||||||||||||||||||||||||||
James L. Dolan(7) Executive Chairman |
2018 | 1,000,000 | | | 4,799,992 | 2,530,000 | | 594,829 | 8,924,821 | |||||||||||||||||||||||||||
2017 | 1,003,212 | | | 4,799,999 | 2,751,371 | | 280,682 | 8,835,264 | ||||||||||||||||||||||||||||
2016 | 275,000 | | 558,149 | | 706,913 | | 111,801 | 1,651,863 | ||||||||||||||||||||||||||||
Andrea Greenberg President and Chief Executive |
2018 | 974,615 | | 3,135,024 | | 1,232,889 | 18,952 | 57,634 | 5,419,114 | |||||||||||||||||||||||||||
2017 | 833,462 | | 1,801,303 | | 1,243,908 | 18,924 | 52,488 | 3,950,085 | ||||||||||||||||||||||||||||
2016 | 736,731 | | 3,174,142 | | 1,037,716 | 54,221 | 25,501 | 5,028,311 | ||||||||||||||||||||||||||||
Bret Richter Executive Vice President, Chief |
2018 | 692,050 | | 888,624 | | 875,443 | | 42,101 | 2,498,218 | |||||||||||||||||||||||||||
2017 | 649,874 | | 750,513 | | 601,946 | | 40,532 | 2,042,865 | ||||||||||||||||||||||||||||
2016 | 480,377 | | 1,832,433 | | 469,749 | | 13,071 | 2,795,630 | ||||||||||||||||||||||||||||
Lawrence J. Burian Executive Vice President, |
2018 | 309,000 | | 470,448 | | 586,328 | | 18,540 | 1,384,316 | |||||||||||||||||||||||||||
2017 | 307,512 | | 450,593 | | 743,065 | | 18,394 | 1,519,564 | ||||||||||||||||||||||||||||
2016 | 514,423 | | 478,682 | | 837,140 | | 16,354 | 1,846,599 | ||||||||||||||||||||||||||||
Dawn Darino-Gorski Senior Vice President, Controller |
2018 | 369,036 | | 428,544 | | 186,732 | 2,833 | 22,580 | 1,009,725 | |||||||||||||||||||||||||||
2017 | 358,763 | | 330,197 | | 240,075 | 2,828 | 18,404 | 950,267 | ||||||||||||||||||||||||||||
2016 | 334,907 | | 351,626 | | 222,832 | 13,106 | 11,391 | 933,862 | ||||||||||||||||||||||||||||
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Name |
Year | 401(k) Plan Company Contribution(a) |
401(k) Plan Discretionary Company Contribution(a) |
Excess Savings Plan Match(a) |
Excess Savings Plan Discretionary Company Contribution(a) |
Life Insurance Premiums(b) |
Perquisites(c) | Total | ||||||||||||||||||||||||
James L. Dolan |
2018 | | | 40,000 | 20,000 | | 534,829 | 594,829 | ||||||||||||||||||||||||
Andrea Greenberg |
2018 | 11,000 | 5,400 | 27,754 | 12,592 | 888 | | 57,634 | ||||||||||||||||||||||||
Bret Richter |
2018 | 9,692 | 5,400 | 18,360 | 7,971 | 678 | | 42,101 | ||||||||||||||||||||||||
Lawrence J. Burian |
2018 | | | 12,360 | 6,180 | | | 18,540 | ||||||||||||||||||||||||
Dawn Darino-Gorski |
2018 | 11,212 | 5,400 | 3,534 | 1,878 | 556 | | 22,580 |
Name |
Year | Car and Driver(I) |
Aircraft(II) | Executive Security(III) |
Total ($) | |||||
James L. Dolan |
2018 | 203,070 | 290,219 | * | 534,829 | |||||
Andrea Greenberg |
2018 | * | * | * | ** | |||||
Bret Richter |
2018 | * | * | * | ** | |||||
Lawrence J. Burian |
2018 | * | * | * | ** | |||||
Dawn Darino-Gorski |
2018 | * | * | * | ** |
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Name |
Year | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards |
Estimated Future Payouts Under Equity Incentive Plan Awards |
All Other Stock Awards: Number of Shares of Stock or Units(#) |
All Other Option Awards: Securities Underlying Options(#) |
Exercise or Base: Price of Option Awards ($/Sh.) |
Grant Date Fair Value of Stock and Option Awards ($)(1) | ||||||||||||||||||||||
Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) | |||||||||||||||||||||||||
James L. Dolan | 2018 | 9/1/2017 | (2) | 2,000,000 | 4,000,000 | |||||||||||||||||||||||||
2018 | 9/1/2017 | (5) | 426,287 | 21.60 | 2,399,996 | |||||||||||||||||||||||||
2018 | 9/1/2017 | (6) | 383,658 | 426,287 | 468,916 | 21.60 | 2,399,996 | |||||||||||||||||||||||
Andrea Greenberg | 2018 | 9/1/2017 | (2) | 1,000,000 | 2,000,000 | |||||||||||||||||||||||||
2018 | 9/1/2017 | (3) | 65,313 | 72,570 | 79,827 | 1,567,512 | ||||||||||||||||||||||||
2018 | 9/1/2017 | (4) | 72,570 | 1,567,512 | ||||||||||||||||||||||||||
Bret Richter | 2018 | 9/1/2017 | (2) | 700,000 | 1,400,000 | |||||||||||||||||||||||||
2018 | 9/1/2017 | (3) | 18,513 | 20,570 | 22,627 | 444,312 | ||||||||||||||||||||||||
2018 | 9/1/2017 | (4) | 20,570 | 444,312 | ||||||||||||||||||||||||||
Lawrence J. Burian | 2018 | 9/1/2017 | (2) | 463,500 | 927,000 | |||||||||||||||||||||||||
2018 | 9/1/2017 | (3) | 9,801 | 10,890 | 11,979 | 235,224 | ||||||||||||||||||||||||
2018 | 9/1/2017 | (4) | 10,890 | 235,224 | ||||||||||||||||||||||||||
Dawn Darino-Gorski | 2018 | 9/1/2017 | (2) | 148,310 | 296,619 | |||||||||||||||||||||||||
2018 | 9/1/2017 | (3) | 8,928 | 9,920 | 10,912 | 214,272 | ||||||||||||||||||||||||
2018 | 9/1/2017 | (4) | 9,920 | 214,272 |
55
56
OUTSTANDING EQUITY AWARDS AT JUNE 30, 2018
Name |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
||||||||||||||||||
James L. Dolan |
| 852,574 | (2) | 21.60 | 3/1/2025 | |||||||||||||||||||
178,174 | 890,868 | (3) | 17.81 | 3/15/2024 | ||||||||||||||||||||
18,187(4) | $435,579 | |||||||||||||||||||||||
Andrea Greenberg |
307,400(5) | 7,362,230 | ||||||||||||||||||||||
Bret Richter |
119,161(6) | 2,853,906 | ||||||||||||||||||||||
Lawrence J. Burian |
58,462(7) | 1,400,165 | ||||||||||||||||||||||
Dawn Darino-Gorski |
46,748(8) | 1,119,615 |
57
58
The table below shows restricted stock unit awards that vested during the fiscal year ended June 30, 2018.
Name |
Restricted Stock Units | |||
Number of Shares Acquired on Vesting |
Value Realized on Vesting ($)(1) | |||
James L. Dolan(2) |
17,777 | 369,762 | ||
Andrea Greenberg(2) |
58,938 | 1,243,889 | ||
Bret Richter |
30,617 | 646,857 | ||
Lawrence J. Burian(2) |
16,455 | 344,161 | ||
Dawn Darino-Gorski(2) |
7,244 | 152,066 |
59
Name |
Plan Name(1) |
Number of Years Credited Service (#) |
Present Value of Accumulated Benefit ($)(2) | |||
James L. Dolan |
Cash Balance Pension Plan | 0(3) | | |||
Excess Plan | 0(3) | | ||||
Andrea Greenberg |
Cash Balance Pension Plan | 8 | 322,977 | |||
Excess Plan | 8 | 399,295 | ||||
Bret Richter |
Cash Balance Pension Plan | 0(4) | | |||
Excess Plan | 0(4) | | ||||
Lawrence J. Burian |
Cash Balance Pension Plan | 0(5) | | |||
Excess Plan | 0(5) | | ||||
Dawn Darino-Gorski |
Cash Balance Pension Plan | 7 | 107,947 | |||
Excess Plan | 0 | | ||||
Postretirement Plan | 11 | 238,896 |
60
61
62
NONQUALIFIED DEFERRED COMPENSATION
Name |
Plan Name |
Executive Contributions in 2018 ($)(1) |
Registrant Contributions in 2018 ($)(2) |
Aggregate Earnings in 2018 ($)(3) |
Aggregate Withdrawals/ Distributions ($) |
Aggregate Balance at End of 2018 ($)(4) |
||||||||||||||||
James L. Dolan |
Excess Savings Plan |
40,000 | 40,000 | 2,612 | | 196,344 | ||||||||||||||||
Andrea Greenberg |
Excess Savings Plan |
27,754 | 27,754 | 13,522 | | 768,217 | ||||||||||||||||
Bret Richter |
Excess Savings Plan |
18,360 | 18,360 | 1,326 | | 92,646 | ||||||||||||||||
Lawrence J. Burian |
Excess Savings Plan |
12,360 | 12,360 | 1,195 | | 81,722 | ||||||||||||||||
Dawn Darino-Gorski |
Excess Savings Plan |
3,534 | 3,534 | 120 | | 10,847 |
63
65
66
67
68
69
Benefits Payable as a Result of Voluntary Termination of Employment by Employee
Benefits Payable as a Result of Termination of Employment by Employee Due to Retirement
Benefits Payable as a Result of Termination of Employment by the Company for Cause
71
Benefits Payable as a Result of Termination of Employment by the Company Without Cause*
Elements |
James L. Dolan |
Andrea Greenberg |
Bret Richter |
Lawrence J. Burian |
Dawn Darino- Gorski | |||||
Severance |
6,000,000(1) | $4,000,000(1) | $2,800,000(1) | $1,545,000(1) | $519,084(2) | |||||
Pro rata bonus |
$2,530,000(3) | $1,232,889(3) | $875,443(3) | $586,328(3) | $186,732(3) | |||||
Unvested restricted stock |
$108,901(4) | $3,479,121(4) | | $556,215(4) | | |||||
Unvested performance stock |
$326,678(5) | $3,883,109(5) | | $843,950(5) | | |||||
Unvested stock options |
$3,189,745(6) | | | | | |||||
Unvested performance stock options |
$4,283,733(7) | | | | |
72
Benefits Payable as a Result of Termination of Employment by NEO for Good Reason*
Elements |
James L. Dolan |
Andrea Greenberg |
Bret Richter |
Lawrence J. Burian |
Dawn Darino- Gorski | |||||
Severance |
$6,000,000(1) | $4,000,000(1) | $2,800,000(1) | $1,545,000(1) | | |||||
Pro rata bonus |
$2,530,000(2) | $1,232,889(2) | $875,443(2) | $586,328(2) | | |||||
Unvested restricted stock |
$108,901(3) | $3,479,121(3) | | $556,215(3) | | |||||
Unvested performance stock |
$326,678(4) | $3,883,109(4) | | $843,950(4) | | |||||
Unvested stock options |
$3,189,745(5) | | | | | |||||
Unvested performance stock options |
$4,283,733(6) | | | | |
73
Benefits Payable as a Result of Termination of Employment Due to Death*
Elements |
James L. Dolan |
Andrea Greenberg |
Bret Richter |
Lawrence J. Burian |
Dawn Darino- Gorski | |||||
Severance |
| | | | | |||||
Pro rata bonus |
$2,530,000(1) | $1,232,889(1) | | $586,328(1) | | |||||
Unvested restricted stock |
$108,901(2) | $3,479,121(2) | $1,394,153(2) | $556,215(2) | $454,212(2) | |||||
Unvested performance stock |
$326,678(3) | $3,883,109(3) | $963,109(4) | $843,950(3) | $433,008(4) | |||||
Unvested stock options |
$3,189,745(5) | | | | | |||||
Unvested performance stock options |
$4,283,733(6) | | | | |
74
Benefits Payable as a Result of Termination of Employment Due to Disability*
Elements |
James L. Dolan |
Andrea Greenberg |
Bret Richter(6) |
Lawrence J. Burian |
Dawn Darino- Gorski(6) | |||||
Severance |
| | | | | |||||
Pro rata bonus |
$2,530,000(1) | $1,232,889(1) | | $586,328(1) | | |||||
Unvested restricted stock |
$108,901(2) | $3,479,121(2) | | $556,215(2) | | |||||
Unvested performance stock |
$326,678(3) | $3,883,109(3) | | $843,950(3) | | |||||
Unvested stock options |
$3,189,745(4) | | | | | |||||
Unvested performance stock options |
$4,283,733(5) | | | | |
75
Benefits Payable as a Result of Termination of Employment from the Company in Connection with a Change in Control or Going Private Transaction(1)*
Elements |
James L. Dolan(2) |
Andrea Greenberg(2) |
Bret Richter |
Lawrence J. Burian(2) |
Dawn Darino- Gorski | |||||
Severance |
$6,000,000(3) | $4,000,000(3) | $2,800,000(4) | $1,545,000(3) | $519,084(5) | |||||
Pro rata bonus |
$2,530,000(6) | $1,232,889(6) | $875,443(6) | $586,328(6) | $186,732(7) | |||||
Unvested restricted stock |
$108,901(8) | $3,479,121(8) | $1,394,153(9) | $556,215(8) | $454,212(9) | |||||
Unvested performance stock |
$326,678(10) | $3,883,109(10) | $1,459,753(10) | $843,950(10) | $665,403(10) | |||||
Unvested stock options |
$3,189,745(11) | | | | | |||||
Unvested performance stock options |
$4,283,733(12) | | | | |
76
EQUITY COMPENSATION PLAN INFORMATION
Plan Category |
Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)(2) (a) |
Weighted-average Exercise Price of Outstanding Options, Warrants and Rights(3) (b) |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(2) (c) | |||
Class A Common Stock Equity |
3,306,327 | $19.49 | 5,870,158 | |||
Class A Common Stock Equity |
| | | |||
Total |
3,306,327 | $19.49 | 5,870,158 |
77
81
82
83
Name and Address | Title of Stock Class (1) | Beneficial Ownership |
Percent of Class |
Combined Voting Power of All Classes of Stock Beneficially Owned (1)(2) |
||||||||||
Dolan Family Group (3) 340 Crossways Park Drive Woodbury, NY 11797 |
Class A Common Stock | 1,988,749 | 3.2% | 69.9% | ||||||||||
Class B Common Stock | 13,588,555 | 100% | ||||||||||||
Charles F. Dolan (3)(4)(5)(7) (25) (29) 340 Crossways Park Drive Woodbury, NY 11797 |
Class A Common Stock | 539,111 | * | 35.1% | ||||||||||
Class B Common Stock | 6,865,186 | 50.5% | ||||||||||||
Helen A. Dolan (3)(4)(5)(7) (25) (29) 340 Crossways Park Drive Woodbury, NY 11797 |
Class A Common Stock | 539,111 | * | 35.1% | ||||||||||
Class B Common Stock | 6,865,186 | 50.5% | ||||||||||||
James L. Dolan (3)(6)(8) (15)(16)(24) P.O. Box 420 Oyster Bay, NY 11771 |
Class A Common Stock | 958,472 | 1.6% | 15.9% | ||||||||||
Class B Common Stock | 3,037,335 | 22.4% | ||||||||||||
Kristin A. Dolan (3)(6)(8) (13)(14)(16)(23) P.O. Box 420 Oyster Bay, NY 11771 |
Class A Common Stock | 958,472 | 1.6% | 15.9% | ||||||||||
Class B Common Stock | 3,037,335 | 22.4% | ||||||||||||
Thomas C. Dolan (3)(7)(14) (15)(18)(23) 340 Crossways Park Drive Woodbury, NY 11797 |
Class A Common Stock | 80,653 | * | 4.7% | ||||||||||
Class B Common Stock | 926,958 | 6.8% | ||||||||||||
Brian G. Sweeney (3)(7) (10)(12)(15)(17)(21) 20 Audrey Avenue, 1st Fl Oyster Bay, NY 11771 |
Class A Common Stock | 184,517 | * | 8.2% | ||||||||||
Class B Common Stock | 1,595,137 | 11.7% | ||||||||||||
William J. Bell (7) | Class A Common Stock | | | | ||||||||||
Class B Common Stock | | | ||||||||||||
Paul J. Dolan (3)(7)(16) 340 Crossways Park Drive Woodbury, NY 11797 |
Class A Common Stock | 231,713 | * | 14.0% | ||||||||||
Class B Common Stock | 2,731,954 | 20.1% | ||||||||||||
87
Name and Address | Title of Stock Class (1) | Beneficial Ownership |
Percent of Class |
Combined Voting Power of All Classes of Stock Beneficially Owned (1)(2) |
||||||
Quentin F. Dolan (7) | Class A Common Stock | 925 | * | * | ||||||
Class B Common Stock | | | ||||||||
Joel M. Litvin (7) | Class A Common Stock | | | | ||||||
Class B Common Stock | | | ||||||||
Hank J. Ratner (7)(30) | Class A Common Stock | 139,194 | * | * | ||||||
Class B Common Stock | | | ||||||||
John L. Sykes (7) | Class A Common Stock | | | | ||||||
Class B Common Stock | | | ||||||||
Andrea Greenberg (6) | Class A Common Stock | 123,915 | * | * | ||||||
Class B Common Stock | | | ||||||||
Bret Richter (6)(11) | Class A Common Stock | 60,093 | * | * | ||||||
Class B Common Stock | | | ||||||||
Lawrence J. Burian (6) | Class A Common Stock | 56,550 | * | * | ||||||
Class B Common Stock | | | ||||||||
Dawn Darino-Gorski (6) | Class A Common Stock | 19,322 | * | * | ||||||
Class B Common Stock | | | ||||||||
Joseph J. Lhota (7) | Class A Common Stock | | | | ||||||
Class B Common Stock | | | ||||||||
All executive officers and directors as a group (4) (8) (10) (30) |
Class A Common Stock | 2,379,768 | 3.9% | 70.0% | ||||||
Class B Common Stock | 13,558,243 | 99.8% | ||||||||
Deborah A. Dolan-Sweeney (3)(7) (10)(12)(15)(17)(21) 340 Crossways Park Drive Woodbury, NY 11797 |
Class A Common Stock | 184,517 | * | 8.2% | ||||||
Class B Common Stock | 1,595,137 | 11.7% | ||||||||
Marianne Dolan Weber (3)(9) (15)(18)(22) MLC Ventures LLC P.O. Box 1014 Yorktown Heights, NY 10598 |
Class A Common Stock | 156,206 | * | 4.6% | ||||||
Class B Common Stock | 890,802 | 6.6% | ||||||||
Kathleen M. Dolan (3)(15) (20) (24) MLC Ventures LLC P.O. Box 1014 Yorktown Heights, NY 10598 |
Class A Common Stock | 375,384 | * | 28.1% | ||||||
Class B Common Stock | 5,499,007 | 40.5% | ||||||||
Mary S. Dolan (3)(17) 340 Crossways Park Drive Woodbury, NY 11797 |
Class A Common Stock | 142,387 | * | 36.1% | ||||||
Class B Common Stock | 7,108,011 | 52.3% | ||||||||
88
Name and Address | Title of Stock Class (1) | Beneficial Ownership |
Percent of Class |
Combined Voting Power of All Classes of Stock Beneficially Owned (1)(2) | ||||
Matthew J. Dolan (3)(18) 340 Crossways Park Drive Woodbury, NY 11797 |
Class A Common Stock | 91,737 | * | 9.3% | ||||
Class B Common Stock | 1,817,760 | 13.4% | ||||||
David M. Dolan (3)(19) 340 Crossways Park Drive Woodbury, NY 11797 |
Class A Common Stock | 388,002 | * | |||||
Class B Common Stock | 6,189,030 | 45.5% | 31.6% | |||||
Charles F. Dolan Children Trust FBO Kathleen M. Dolan (3)(20) MLC Ventures LLC P.O. Box 1014 Yorktown Heights, NY 10598 |
Class A Common Stock | 47,864 | * | 4.7% | ||||
Class B Common Stock | 918,981 | 6.8% | ||||||
Charles F. Dolan Children Trust FBO Deborah A. Dolan-Sweeney (3)(21) 340 Crossways Park Drive Woodbury, NY 11797 |
Class A Common Stock | 47,864 | * | 4.7% | ||||
Class B Common Stock | 918,981 | 6.8% | ||||||
Charles F. Dolan Children Trust FBO Marianne Dolan Weber (3)(22) MLC Ventures LLC P.O. Box 1014 Yorktown Heights, NY 10598 |
Class A Common Stock | 47,864 | * | 4.5% | ||||
Class B Common Stock | 890,802 | 6.6% | ||||||
Charles F. Dolan Children Trust FBO Thomas C. Dolan (3)(23) 340 Crossways Park Drive Woodbury, NY 11797 |
Class A Common Stock | 39,886 | * | 4.7% | ||||
Class B Common Stock | 926,958 | 6.8% | ||||||
Charles F. Dolan Children Trust FBO James L. Dolan (3)(24) P.O. Box 420 Oyster Bay, NY 11771 |
Class A Common Stock | 87,750 | * | 9.2% | ||||
Class B Common Stock | 1,812,973 | 13.3% | ||||||
Charles F. Dolan 2009 Family Trust FBO James L. Dolan (3)(4)(5)(25) P.O. Box 420 Oyster Bay, NY 11771 |
Class A Common Stock | 13,295 | * | 6.6% | ||||
Class B Common Stock | 1,291,206 | 9.5% | ||||||
Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan (3)(4)(5)(26) 340 Crossways Park Drive Woodbury, NY 11797 |
Class A Common Stock | 13,295 | * | 6.5% | ||||
Class B Common Stock | 1,291,206 | 9.5% | ||||||
89
Name and Address | Title of Stock Class (1) | Beneficial Ownership |
Percent of Class |
Combined Voting Power of All Classes of Stock Beneficially Owned (1)(2) | ||||
Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan (3)(4) (5)(27) MLC Ventures LLC P.O. Box 1014 Yorktown Heights, NY 10598 |
Class A Common Stock | 13,295 | * | 6.2% | ||||
Class B Common Stock | 1,216,206 | 9.0% | ||||||
Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber (3) (4)(5)(28) MLC Ventures LLC P.O. Box 1014 Yorktown Heights, NY 10598 |
Class A Common Stock | 13,295 | * | 6.5% | ||||
Class B Common Stock | 1,279,206 | 9.4% | ||||||
Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney (3)(4)(5)(29) 340 Crossways Park Drive Woodbury, NY 11797 |
Class A Common Stock | 13,295 | * | 5.6% | ||||
Class B Common Stock | 1,111,206 | 8.2% | ||||||
The Vanguard Group (31) 100 Vanguard Blvd. Malvern, PA 19355 |
Class A Common Stock | 6,559,009 | 10.7% | 3.3% | ||||
Class B Common Stock | | | ||||||
Ariel Investments, LLC (32) 200 E. Randolph Street Suite 2900 Chicago, IL 60601 |
Class A Common Stock | 8,981,457 | 14.7% | 4.6% | ||||
Class B Common Stock | | | ||||||
ClearBridge Investments, LLC (33) 620 8th Avenue New York, NY 10018 |
Class A Common Stock | 4,093,353 | 6.7% | 2.1% | ||||
Class B Common Stock | | | ||||||
BlackRock, Inc. (34) 55 East 52nd Street New York, NY 10055 |
Class A Common Stock | 3,876,672 | 6.3% | 2.0% | ||||
Class B Common Stock | | | ||||||
* | Less than 1%. |
90
91
92
93
94
95
96
97
98
99
ANNEX A RECONCILIATION OF NON-GAAP AMOUNTS
ADJUSTED OPERATING INCOME
Twelve Months Ended June 30, |
||||||||
2018 | 2017 | |||||||
Operating income |
$ | 313,158 | $ | 314,897 | ||||
Share-based compensation expense |
13,979 | 9,931 | ||||||
Depreciation and amortization |
9,338 | 10,296 | ||||||
|
|
|
|
|||||
Adjusted operating income |
$ | 336,475 | $ | 335,124 | ||||
|
|
|
|
June 30, | ||||||||
2018 | 2017 | |||||||
Cash and cash equivalents |
$ | 205,343 | $ | 141,087 | ||||
Credit facility debt(1) |
1,196,250 | 1,321,250 | ||||||
|
|
|
|
|||||
Net debt |
$ | 990,907 | $ | 1,180,163 | ||||
|
|
|
|
|||||
Leverage ratio(2) |
2.9x | 3.5x |
A-1
FREE CASH FLOW
Twelve Months Ended June 30, 2018 |
||||
Net cash provided by operating activities from continuing operations |
$ | 210,610 | ||
Less: Capital expenditures |
(3,724 | ) | ||
|
|
|||
Free cash flow |
$ | 206,886 | ||
|
|
A-2
MSG NETWORKS INC. 11 PENNSYLVANIA PLAZA NEW YORK, NY 10001 |
YOUR VOTE IS IMPORTANT, PLEASE VOTE TODAY. | |
Vote by the Internet or Telephone or Mail | ||
24 Hours a Day, 7 Days a Week | ||
Your Internet or telephone vote authorizes the named proxies to vote the shares in the same manner as if you marked, signed and returned your proxy card. | ||
VOTE BY THE INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on December 13, 2018 (December 11, 2018 for participants in the AMC Networks Inc. 401(k) Plan). Have your proxy card in hand when you access the website and then follow the instructions provided.
ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by MSG Networks Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and Annual Reports on Form 10-K electronically via email or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.
VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions until 11:59 p.m., Eastern Time, on December 13, 2018 (December 11, 2018 for participants in the AMC Networks Inc. 401(k) Plan). Have your proxy card in hand when you call and then follow the instructions provided.
VOTE BY MAIL Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to MSG Networks Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your proxy card must be received by December 13, 2018 (December 11, 2018 for participants in the AMC Networks Inc. 401(k) Plan).
Annual Meeting Registration: You must register and obtain an admission ticket to attend the annual meeting. Go to the Register for Meeting link at www.proxyvote.com to register. Individuals without proper identification and an admission ticket will be denied admission to the annual meeting.
If you vote by the Internet or by telephone you do NOT need to mail back your proxy card. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E50082-Z73052-P12460 | KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY | ||||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
MSG NETWORKS INC.
Unless otherwise specified in the spaces provided, the undersigneds vote is cast FOR the election of the director nominees listed in Proposal 1 and FOR Proposal 2 below, as more fully described in the accompanying Proxy Statement. |
For All
☐ |
Withhold All
☐ |
For All Except
☐ |
To withhold authority to vote for any individual nominee(s), mark For All Except and write the number(s) of the nominee(s) for whom you do not wish to vote on the line below.
|
||||||||||||
The Board of Directors recommends you vote FOR ALL the following director nominees: |
||||||||||||||||
1. Election of the following nominees as directors: |
||||||||||||||||
(01) Joseph J. Lhota |
||||||||||||||||
(02) Joel M. Litvin |
||||||||||||||||
(03) John L. Sykes |
The Board of Directors recommends you vote FOR the following proposal: |
For | Against | Abstain | |||||
2. Ratification of the appointment of our independent registered public accounting firm. |
☐ | ☐ | ☐ | |||||
NOTE: Such other business as may properly come before the meeting or any adjournment thereof. |
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. Your signature should appear the same as your name appears. If signing as attorney, executor, trustee or guardian, please indicate the capacity in which signing. When signing as joint tenants, all parties to the joint tenancy must sign. When a corporation gives the proxy, it should be signed by an authorized officer and the corporate seal affixed.
|
Signature [PLEASE SIGN WITHIN BOX] | Date |
Signature (Joint Owners) |
Date |
Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders:
The Notice, Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.
p | FOLD AND DETACH HERE | p | E50083-Z73052-P12460 |
CLASS A PROXY CARD | ||||
MSG NETWORKS INC.
Solicited by the Board of Directors for the Annual Meeting of Stockholders on December 14, 2018 | ||||
The undersigned hereby appoints Andrea Greenberg, Bret Richter and Lawrence J. Burian, and each of them, jointly and severally, proxies with full power of substitution, to vote all stock of MSG Networks Inc. (the Company) which the undersigned is entitled to vote at the Companys Annual Meeting of Stockholders to be held at the J.P. Morgan Club at the Madison Square Garden Arena located on Seventh Avenue between West 31st Street and West 33rd Street, New York, NY 10121, on Friday, December 14, 2018, at 10:00 a.m., Eastern Time, and any adjournment or postponement thereof, hereby ratifying all that said proxies or their substitutes may do by virtue hereof, and the undersigned authorizes and instructs said proxies to vote as stated on the reverse side. If you sign and return this proxy card but do not give any direction, these shares will be voted FOR each of the director nominees in Proposal 1 and FOR Proposal 2, in the discretion of the proxies, and upon such other matters as may properly come before the Annual Meeting and at any adjournment or postponement thereof.
Attention participants in the AMC Networks Inc. 401(k) Plan: If you hold shares of the Companys Class A Common Stock through the AMC Networks Inc. 401(k) Plan, you should complete, sign and return this proxy card to instruct Fidelity Management Trust Company, as Trustee of the AMC Networks Inc. 401(k) Plan, how to vote these shares. Your proxy must be received no later than 11:59 p.m., Eastern Time, on December 11, 2018 so that the Trustee (who votes the shares on behalf of the AMC Networks Inc. 401(k) Plans participants) has adequate time to tabulate the voting instructions. Fidelity Management Trust Company shall not vote shares of the Companys Class A Common Stock allocated to a participants account for which it has not received instructions from the participant. Please read the enclosed Proxy Statement for more information.
Important Notice: To attend the Annual Meeting you must have an admission ticket. To obtain an admission ticket, go to www.proxyvote.com or call 1-844-318-0137 (toll free) or 925-331-6070 (international). The deadline to obtain an admission ticket is 5:00 p.m., Eastern Time, on December 4, 2018. For further details, see How do I attend the 2018 annual meeting in person and what identification must I show? in the Proxy Statement. In addition, video and audio recording devices and other electronic devices will not be permitted at the annual meeting and attendees will be subject to security inspections.
The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting, the Proxy Statement and Annual Report on Form 10-K of the Company.
(Continued and to be signed on the reverse side)
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MSG NETWORKS INC. 11 PENNSYLVANIA PLAZA NEW YORK, NY 10001 |
YOUR VOTE IS IMPORTANT, PLEASE VOTE TODAY. | |
Vote by the Internet or Telephone or Mail | ||
24 Hours a Day, 7 Days a Week | ||
Your Internet or telephone vote authorizes the named proxies to vote the shares in the same manner as if you marked, signed and returned your proxy card. | ||
VOTE BY THE INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on December 13, 2018. Have your proxy card in hand when you access the website and then follow the instructions provided.
ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by MSG Networks Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and Annual Reports on Form 10-K electronically via email or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.
VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions until 11:59 p.m., Eastern Time, on December 13, 2018. Have your proxy card in hand when you call and then follow the instructions provided.
VOTE BY MAIL Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to MSG Networks Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your proxy card must be received by December 13, 2018.
Annual Meeting Registration: You must register and obtain an admission ticket to attend the annual meeting. Go to the Register for Meeting link at www.proxyvote.com to register. Individuals without proper identification and an admission ticket will be denied admission to the annual meeting.
If you vote by the Internet or by telephone you do NOT need to mail back your proxy card. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E50084-Z73052-P12460 | KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY | ||||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
MSG NETWORKS INC.
Unless otherwise specified in the spaces provided, the undersigneds vote is cast FOR the election of the director nominees listed in Proposal 1 and FOR Proposal 2 below, as more fully described in the accompanying Proxy Statement. |
For All
☐ |
Withhold All
☐ |
For All Except
☐ |
To withhold authority to vote for any individual nominee(s), mark For All Except and write the number(s) of the nominee(s) for whom you do not wish to vote on the line below.
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The Board of Directors recommends you vote FOR the following director nominees: |
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1. Election of the following nominees as directors: |
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(01) James L. Dolan |
(06) Quentin F. Dolan |
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(02) William J. Bell |
(07) Thomas C. Dolan |
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(03) Charles F. Dolan |
(08) Hank J. Ratner |
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(04) Kristin A. Dolan |
(09) Brian G. Sweeney |
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(05) Paul J. Dolan |
The Board of Directors recommends you vote FOR the following proposal: |
For | Against | Abstain | |||||
2. Ratification of the appointment of our independent registered public accounting firm. |
☐ | ☐ | ☐ | |||||
NOTE: Such other business as may properly come before the meeting or any adjournment thereof. |
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. Your signature should appear the same as your name appears. If signing as attorney, executor, trustee or guardian, please indicate the capacity in which signing. When signing as joint tenants, all parties to the joint tenancy must sign. When a corporation gives the proxy, it should be signed by an authorized officer and the corporate seal affixed. |
Signature [PLEASE SIGN WITHIN BOX] | Date |
Signature (Joint Owners) |
Date |
Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders:
The Notice, Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.
p | FOLD AND DETACH HERE | p | E50085-Z73052-P12460 |
CLASS B PROXY CARD | ||||
MSG NETWORKS INC. | ||||
Solicited by the Board of Directors for the | ||||
Annual Meeting of Stockholders on December 14, 2018 | ||||
The undersigned hereby appoints Andrea Greenberg, Bret Richter and Lawrence J. Burian, and each of them, jointly and severally, proxies with full power of substitution, to vote all stock of MSG Networks Inc. (the Company) which the undersigned is entitled to vote at the Companys Annual Meeting of Stockholders to be held at the J.P. Morgan Club at the Madison Square Garden Arena located on Seventh Avenue between West 31st Street and West 33rd Street, New York, NY 10121, on Friday, December 14, 2018, at 10:00 a.m., Eastern Time, and any adjournment or postponement thereof, hereby ratifying all that said proxies or their substitutes may do by virtue hereof, and the undersigned authorizes and instructs said proxies to vote as stated on the reverse side. If you sign and return this proxy card but do not give any direction, these shares will be voted FOR each of the director nominees in Proposal 1 and FOR Proposal 2, in the discretion of the proxies, and upon such other matters as may properly come before the Annual Meeting and at any adjournment or postponement thereof.
Important Notice: To attend the Annual Meeting you must have an admission ticket. To obtain an admission ticket, go to www.proxyvote.com or call 1-844-318-0137 (toll free) or 925-331-6070 (international). The deadline to obtain an admission ticket is 5:00 p.m., Eastern Time, on December 4, 2018. For further details, see How do I attend the 2018 annual meeting in person and what identification must I show? in the Proxy Statement. In addition, video and audio recording devices and other electronic devices will not be permitted at the annual meeting and attendees will be subject to security inspections.
The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting, the Proxy Statement and Annual Report on Form 10-K of the Company.
(Continued and to be signed on the reverse side)
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting to Be Held on December 14, 2018
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Meeting Information | |||||
Meeting Type: |
Annual Meeting | |||||
For holders as of: |
October 16, 2018 | |||||
Date: December 14, 2018 Time: 10:00 a.m. Eastern Time | ||||||
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Location: J.P. Morgan Club at the | |||||
Madison Square Garden Arena | ||||||
located on Seventh Avenue | ||||||
between West 31st Street and West 33rd Street | ||||||
New York, NY 10121
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MSG NETWORKS INC. 11 PENNSYLVANIA PLAZA NEW YORK, NY 10001 |
You are receiving this communication because you hold shares in the company named above. | |||||
This is not a ballot or a ticket. You cannot use this notice to vote these shares or attend the annual meeting. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www. proxyvote.com or easily request a paper copy (see reverse side). | ||||||
We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions. | ||||||
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE: |
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NOTICE | PROXY STATEMENT | ANNUAL REPORT ON FORM 10-K | ||||||||||
How to View Online: | ||||||||||||
Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. | ||||||||||||
How to Request and Receive a PAPER or E-MAIL Copy: | ||||||||||||
If you would like to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | ||||||||||||
1) BY INTERNET: | www.proxyvote.com | |||||||||||
2) BY TELEPHONE: | 1-800-579-1639 | |||||||||||
3) BY E-MAIL*: | sendmaterial@proxyvote.com | |||||||||||
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. |
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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before December 4, 2018 to facilitate timely delivery.
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How To Vote | ||||||||||||
Please Choose One of the Following Voting Methods
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Vote In Person: You may vote in person at the annual meeting. If you do not own the shares directly, you must have a legal proxy to vote the shares at the annual meeting. At the annual meeting, you will need to request a ballot to vote these shares. You must bring with you your admission ticket and a valid government-issued photo identification (federal, state, or local), such as a drivers license or passport. Persons without an admission ticket and proper identification will be denied admission to the annual meeting. Video and audio recording devices will not be permitted at the annual meeting, and attendees will be subject to security inspections. Please check the proxy materials for additional requirements for, and information on, annual meeting admission requirements. |
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Vote By Internet: To vote by the Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) and follow the instructions. Proxies submitted by the Internet must be received by 11:59 p.m. Eastern Time on December 13, 2018 (December 11, 2018 for participants in the AMC Networks Inc. 401(k) Plan). |
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |
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Annual Meeting Registration: You must register and obtain an admission ticket to attend the annual meeting. Go to the Register for Meeting link at www.proxyvote.com to register.
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Voting Items |
Proposals to be voted on by the Class A Common Stockholders at the meeting are listed below along with the Board of Directors recommendations. | ||||
The Board of Directors recommends you vote FOR ALL the following director nominees: | ||||
1. | Election of the following nominees as directors: | |||
(01) Joseph J. Lhota | ||||
(02) Joel M. Litvin | ||||
(03) John L. Sykes | ||||
The Board of Directors recommends you vote FOR the following proposal: | ||||
2. | Ratification of the appointment of our independent registered public accounting firm. | |||
NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | ||||
Please do not submit this card. Please refer to the How To Vote section of this notice to view the voting instructions. |