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 30, 2011

 

 

THE MADISON SQUARE GARDEN COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-34434   No. 27-0624498

(State or other Jurisdiction of

Incorporation)

  (Commission File Number)  

(IRS Employer Identification

Number)

Two Penn Plaza, New York, NY   10121
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 465-6000

N/A

(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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 30, 2011, The Madison Square Garden Company (the “Company”) held its annual meeting of stockholders. In accordance with the Company’s Amended and Restated Certificate of Incorporation, the Class A stockholders have one vote per share and the Class B stockholders have ten votes per share. The proposals are described in detail in the Company’s proxy statement for the 2011 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on October 13, 2011. The final results for the votes regarding each proposal are set forth below.

 

1. The Company’s Class A stockholders elected the three directors listed below to the Board of Directors. The votes regarding this proposal were as follows:

 

     For      Withheld     

Broker

Non-Votes

 

Richard D. Parsons

     51,024,279         3,198,966         3,850,468   

Alan D. Schwartz

     48,147,396         6,075,849         3,850,468   

Vincent Tese

     47,651,419         6,571,826         3,850,468   

The Company’s Class B stockholders elected the nine directors listed below to the Board of Directors. The votes regarding this proposal were as follows:

 

     For      Withheld

James L. Dolan

     135,885,550       0

Charles F. Dolan

     135,885,550       0

Charles P. Dolan

     135,885,550       0

Kristin A. Dolan

     135,885,550       0

Thomas C. Dolan

     135,885,550       0

Brian G. Sweeney

     135,885,550       0

Deborah A. Dolan-Sweeney

     135,885,550       0

Marianne Dolan Weber

     135,885,550       0

Wilt Hildenbrand

     135,885,550       0

 

2. The Company’s Class A stockholders and Class B stockholders, voting together as a single class, ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2012 fiscal year. The votes regarding this proposal were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

193,124,180   301,205   533,878   0

 

3. The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved The Madison Square Garden Company 2010 Employee Stock Plan. The votes regarding this proposal were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

186,997,513   2,507,479   603,803   3,850,468

 

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4. The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved The Madison Square Garden Company 2010 Cash Incentive Plan. The votes regarding this proposal were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

188,943,667   569,729   595,399   3,850,468

 

5. The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved The Madison Square Garden Company 2010 Non-Employee Director Plan. The votes regarding this proposal were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

188,686,909   823,448   598,438   3,850,468

 

6. The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved in an advisory (non-binding) vote the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

184,141,540   889,275   5,077,980   3,850,468

 

7. The Company’s Class A stockholders and Class B stockholders, voting together as a single class, voted on an advisory (non-binding) basis, on the frequency of stockholder votes on executive compensation. The votes regarding this proposal were as follows:

 

3 Years

 

2 Years

 

1 Year

 

Abstain

 

Broker Non-Votes

149,514,751   36,607   35,487,217   5,070,220   3,850,468

 

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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.

 

THE MADISON SQUARE GARDEN COMPANY

(Registrant)

By:  

/s/    Lawrence J. Burian        

  Name:   Lawrence J. Burian
  Title:  

Executive Vice President,

General Counsel and Secretary

Dated: December 2, 2011

 

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