Business Context and Reporting Period
Company: Madison Square Garden Sports Corp. (MSGS)
Filing Type: Form 8-K (Current Report)
Date of Report: June 10, 2025
Event: Completion of Redomestication from Delaware to Nevada.
Key Financial Metrics
This filing is a corporate governance report regarding a change in domicile. It does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The filing explicitly states that the Redomestication did not result in any change to the Company's assets, liabilities, or net worth, other than costs related to the transaction.
Material Changes Versus Prior Period
- Legal Domicile: Changed from the State of Delaware to the State of Nevada effective June 10, 2025, at 11:59 p.m. Eastern Time.
- Governing Law: Internal affairs are now governed by Nevada law rather than Delaware law.
- Corporate Documents: The Company is now governed by a new Nevada Charter and Nevada Bylaws.
- Share Structure: Existing Class A and Class B common stock automatically converted on a one-for-one basis into Nevada Corporation stock. No change in par value ($0.01) or trading symbol (MSGS on NYSE).
- Equity Awards: All outstanding warrants, options, and equity-based awards automatically converted to the new Nevada stock under the same terms.
Guidance, Outlook, and Management Commentary
Management Commentary: The Company confirmed that the Redomestication did not adversely affect material contracts, business operations, jobs, management, properties, or the location of offices. Stockholders are not required to exchange physical stock certificates.
Voting Results: At the Special Meeting on June 10, 2025, stockholders approved the Redomestication proposal. The vote tally was as follows:
| Vote Category | Count |
|---|---|
| For | 50,880,312 |
| Against | 10,204,353 |
| Abstain | 257,218 |
| Broker Non-Votes | 0 |
Risks and Contingencies: The filing notes that certain shareholder rights were modified as a result of the change in governing law, with details incorporated by reference from the Proxy Statement filed on April 23, 2025.
Investor Verification Checklist
- Verify the specific changes to shareholder rights detailed in the Proxy Statement (Schedule 14A) filed on April 23, 2025.
- Confirm that the NYSE listing and trading symbol (MSGS) remain unchanged.
- Review the new Nevada Charter and Bylaws (Exhibits 3.1 and 3.2) for any material differences in governance provisions compared to the prior Delaware documents.
- Ensure that existing equity awards (options, RSUs) have been automatically updated to reflect the Nevada Corporation stock.