MSG : DEF 14A

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		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. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• Definitive Proxy Statement

• Definitive Additional Materials
• Soliciting Material under §240.14a-12

MSG NETWORKS INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

• No fee required.

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• Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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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 6, 2019 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 Company's activities. 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, 2019

MSG NETWORKS INC., 11 PENNSYLVANIA PLAZA, NEW YORK, NY 10001

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PROXY STATEMENT

NOTICE OF 2019 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 6, 2019, 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. Approval of the Company's 2010 Stock Plan for Non-Employee Directors, as amended.
4. Conduct such other business as may be properly brought before the meeting.

Only stockholders of record on October 21, 2019 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 2019 annual meeting in person and what identification must I show?"

By order of the Board of Directors,

Mark C. Cresitello

Secretary

New York, New York

October 25, 2019

MSG NETWORKS INC., 11 PENNSYLVANIA PLAZA, NEW YORK, NY 10001

Table of Contents
TABLE OF CONTENTS
Proxy Statement Summary	1
Voting Items and Board Recommendations	1
Company Overview	1
Corporate Governance and Board Practices	1
Director Nominees	2
Executive Compensation Program	2
General Information	5
Company Overview	5
Proxy Statement Materials	5
Questions and Answers You May Have About Our Annual Meeting and Voting	5
Board and Governance Practices	11
Overview	11
Corporate Governance Practices	11
Stockholder Engagement	11
Board Leadership Structure	12
Board Self-Assessment	12
Executive Sessions of Non-Management and Independent Board Members	12
Risk Oversight	12
Communicating with Our Directors	13
Code of Conduct and Ethics	13
Director Independence	13
Director Nominations	14
Director Selection	14
Board Meetings	15
Committees	15
Director Compensation	18
Proposal 1 - Election of Directors	20
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm	27
Audit Committee Matters	28
Report of Audit Committee	29
Letter From the Compensation Committee	30
Compensation Discussion & Analysis	31
Executive Summary	31
Compensation Program Practices and Policies	35
Elements of Our Compensation Program	38
Benefits	46
Perquisites	47
Post-Termination Compensation	47
Tax Deductibility of Compensation	48
Report of Compensation Committee	49
Executive Compensation Tables	50
Summary Compensation Table	50
Grants of Plan-Based Awards	53
Outstanding Equity Awards at June 30, 2019	55
Stock Vested	57

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Table of Contents
Pension Benefits	57
Nonqualified Deferred Compensation	60
Employment Agreements	61
Termination and Severance	67
Equity Compensation Plan Information	74
CEO Pay Ratio	74
Proposal 3 - Proposal to Approve the Company's 2010 Stock Plan for Non-Employee Directors, as Amended	76
New Plan Benefits Table	80
Our Executive Officers	81
Transactions with Related Parties	82
Relationship Between Us, MSG and AMC Networks	82
Aircraft Arrangements	84
Dolan Family Arrangements	84
Certain Relationships and Potential Conflicts of Interest	85
Related Party Transaction Approval Policy	86
Delinquent Section 16(a) Reports	87
Stock Ownership Table	88
Other Matters	101
Stockholder Proposals for 2020 Annual Meeting	101
Advance Notice of Proxy Holders and Qualified Representatives	101
2019 Form 10-K	102
Annex A - Reconciliation of Non-GAAP Amounts	A-1
Annex B - MSG Networks Inc. 2010 Stock Plan For Non-Employee Directors, as Amended through December 6, 2019	B-1

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