Table of Contents
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.
- Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
- Title of each class of securities to which transaction applies:
- Aggregate number of securities to which transaction applies:
- Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
- Proposed maximum aggregate value of transaction:
- Total fee paid:
- Fee paid previously with preliminary materials.
- 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.
- Amount Previously Paid:
- Form, Schedule or Registration Statement No.:
- Filing Party:
- Date Filed:
Table of Contents
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
Table of Contents
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:
- Election of directors.
- Ratification of the appointment of our independent registered public accounting firm.
- Approval of the Company's 2010 Stock Plan for Non-Employee Directors, as amended.
- 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 |
- i -
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 |
- ii -
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original document
- Permalink
Disclaimer
MSG Networks Inc. published this content on 25 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 October 2019 20:41:06 UTC