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): November 16, 2021
MADISON SQUARE GARDEN SPORTS CORP.
(Exact name of registrant as specified in its charter)
Delaware | 1-36900 | 47-3373056 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Two Pennsylvania Plaza, New York, New York | 10121 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (212) 465-4111
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 | MSGS | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of Executive Deferred Compensation Plan
On November 16, 2021, the Compensation Committee of the Board of Directors (the “Board”) of Madison Square Garden Sports Corp. (the “Company”) approved The Madison Square Garden Sports Corp. Executive Deferred Compensation Plan (the “EDCP”), pursuant to which certain employees, including the Company’s named executive officers, may elect to participate.
Pursuant to the EDCP, participants may make elective base salary or bonus deferral contributions. Participants may make individual investment elections that will determine the rate of return on their deferral amounts under the EDCP. The EDCP does not provide any above-market returns or preferential earnings to participants, and the participants’ deferrals and their earnings are always 100% vested. The EDCP does not provide for any Company contributions. Participants may elect at the time they make their deferral elections to receive their distribution either as a lump sum payment or in substantially equal annual installments over a period of 5 years.
Employment Agreement with Victoria Mink
On November 17, 2021, the Company and Victoria Mink, the Executive Vice President, Chief Financial Officer and Treasurer of the Company, entered into an employment agreement (the “Employment Agreement”), effective as of January 1, 2022. The Employment Agreement is substantially the same as the existing employment agreement between the Company and Ms. Mink, except that (i) the annual base salary will be not less than $900,000, (ii) it is expected that Ms. Mink will receive annual grants of cash and/or equity long-term incentive awards with an aggregate target value of not less than $1,200,000 as determined by the Compensation Committee of the Board in its discretion and (iii) the scheduled expiration date of the Employment Agreement is December 31, 2024.
The foregoing descriptions of the EDCP and the Employment Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the EDCP and the Employment Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. | Description of Exhibit | |
10.1 | Madison Square Garden Sports Corp. Executive Deferred Compensation Plan. | |
10.2 | Employment Agreement, dated November 17, 2021, between the Company and Victoria Mink. | |
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.
MADISON SQUARE GARDEN SPORTS CORP. (Registrant) | ||
By: | /s/ Mark. C. Cresitello | |
Name: Mark C. Cresitello | ||
Title: Senior Vice President, Associate General Counsel & Secretary |
Dated: November 19, 2021