NY false 0001973266 0001973266 2024-06-12 2024-06-12

 

 

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): June 12, 2024

 

 

TKO Group Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-41797   92-3569035
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

200 Fifth Avenue, 7th Floor  
New York, New York   10010
(Address of principal executive offices)   (Zip Code)

(646) 558-8333

(Registrant’s telephone number, including area code)

Not Applicable

(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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Class A Common Stock, $0.00001 par value per share   TKO   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 12, 2024, TKO Group Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, shares of Class A common stock and Class B common stock of the Company representing 160,925,077 votes, or approximately 94.49% of voting power entitled to vote at the Annual Meeting, voting as a single class, were present in person or represented by proxy at the Annual Meeting. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which was described in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2024.

Item 1 — Election of twelve directors to hold office until the Company’s annual meeting of stockholders to be held in 2025, and until their respective successors are duly elected and qualified.

 

NOMINEE

  

Votes FOR

  

Votes WITHHELD

  

Broker Non-Votes

Ariel Emanuel

   131,334,705   23,198,856   6,391,516

Mark Shapiro

   129,382,722   25,150,839   6,391,516

Peter C.B. Bynoe

   149,482,599   5,050,962   6,391,516

Egon P. Durban

   148,301,514   6,232,047   6,391,516

Dwayne Johnson

   151,769,460   2,764,101   6,391,516

Bradley A. Keywell

   153,575,377   958,184   6,391,516

Nick Khan

   130,084,605   24,448,956   6,391,516

Steven R. Koonin

   141,682,483   12,851,078   6,391,516

Jonathan A. Kraft

   153,558,521   975,040   6,391,516

Sonya E. Medina

   149,360,226   5,173,335   6,391,516

Nancy R. Tellem

   153,784,620   748,941   6,391,516

Carrie Wheeler

   149,957,597   4,575,964   6,391,516

Item 2 — Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

Votes FOR   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes

160,155,670

   197,826   571,581   0

Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

 

Votes FOR   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes

110,000,339

   44,388,047   145,175   6,391,516

Item 4 — Approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers.

 

Votes for 1 Year   Votes for 2 Years   Votes for 3 Years   Votes ABSTAINED   Broker Non-Votes

51,221,756

   29,596   103,165,171   117,038   6,391,516

Based on the foregoing votes, the twelve director nominees were elected, Items 2 and 3 were approved and the Company’s stockholders recommended that future stockholder advisory votes on the compensation of the Company’s named executive officers be held every three years. Based on the foregoing voting results and consistent with the recommendation of the Board of Directors of the Company (the “Board”), the Board has determined to hold an advisory vote on the compensation of the Company’s named executive officers every three years until the next advisory vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers is submitted to the stockholders or the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company and its stockholders.

SIGNATURE

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.

 

TKO GROUP HOLDINGS, INC.
By:  

/s/ Andrew Schleimer

Name:   Andrew Schleimer
Title:   Chief Financial Officer

Date: June 14, 2024

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Jun. 12, 2024
Cover [Abstract]  
Entity Address, State or Province NY
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Entity Central Index Key 0001973266
Document Type 8-K
Document Period End Date Jun. 12, 2024
Entity Registrant Name TKO Group Holdings, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-41797
Entity Tax Identification Number 92-3569035
Entity Address, Address Line One 200 Fifth Avenue
Entity Address, Address Line Two 7th Floor
Entity Address, City or Town New York
Entity Address, Postal Zip Code 10010
City Area Code (646)
Local Phone Number 558-8333
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Pre Commencement Issuer Tender Offer false
Security 12b Title Class A Common Stock, $0.00001 par value per share
Trading Symbol TKO
Security Exchange Name NYSE
Entity Emerging Growth Company false
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