Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously disclosed, on April 17, 2020 Madison Square Garden Sports Corp.
(the "Company") effected a spin-off to its common stockholders (the "MSGE
Spin-off") of all of the common stock of Madison Square Garden Entertainment
Corp. ("MSG Entertainment"). In connection with the MSGE Spin-off, each holder
of an employee restricted stock unit received one MSG Entertainment restricted
stock unit in respect of every restricted stock unit owned on the record date
(each such MSG Entertainment unit a "MSGE Distribution Restricted Unit") and
each holder of an employee performance stock unit received one MSG Entertainment
performance stock unit (at target performance) in respect of every performance
stock unit (at target performance) owned on the record date (each such MSG
Entertainment unit a "MSGE Distribution Performance Unit").
On September 14, 2020, the Compensation Committee (the "Committee") of the Board
of Directors of the Company amended the performance stock units granted in
Fiscal Year 2019 (the "2019-2021 PSUs") and Fiscal Year 2020 (the "2020-2022
PSUs" and, together with the 2019-2021 PSUs, the "PSUs") under the Company's
2015 Employee Stock Plan to establish new performance targets that will apply in
the final year of the vesting period of the applicable award. As previously
disclosed in the Company's proxy statement for its 2018 and 2019 annual meetings
of shareholders, the PSUs generally were structured to be settled upon the later
of September 15th following a three-year vesting period, and the date of
certification of achievement against pre-determined performance goals measured
in the final year of such three-year period.
The original performance goals of Total Company Net Revenue and Business Unit
AOI were established at the time at which the PSUs were granted based on the
Company's then-existing long-range plan. The long-range plan represented the
combined businesses, including the entertainment businesses that are now part of
MSG Entertainment following the MSGE Spin-off. The original goals were not
reflective of the Company as a standalone sports company, including the impact
of the intra-company agreements entered into with MSG Entertainment in
connection with the MSGE Spin-off. The amended performance goals of Company
Revenue and AOI reflect the Company's current long-range plan adopted following
the MSGE Spin-off including the impact of the COVID-19 pandemic. The Company's
strategic plan is confidential and disclosure of the amended performance targets
could provide information that could lead to competitive harm, and for this
reason the performance stock unit financial performance targets are not
disclosed; however, the Committee seeks to make target goals ambitious,
requiring meaningful growth over the performance period, while threshold goals
are expected to be achievable. The Company intends to disclose the resulting
payout for the 2019-2021 PSUs and the 2020-2022 PSUs as a percentage of target
after the end of the performance period. With the exception of the amendments
described above, the PSUs remain subject to their existing terms.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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