UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 30, 2023, Gautam Ranji, Executive Vice President, Chief Financial Officer and Treasurer of Sphere Entertainment Co. (the “Company”), resigned effective as of November 3, 2023. His departure from the Company is not a result of any disagreement with the Company’s independent auditors or any member of management on any matter of accounting principles or practices, financial statement disclosure or internal controls.
Based on Mr. Ranji’s service to the Company, and subject to his execution and non-revocation of a separation agreement and release with the Company and compliance with post-termination restrictive covenants, the Company has agreed to provide Mr. Ranji (i) a pro rata portion of any annual cash incentive earned for performance in the 2024 fiscal year under the Management Incentive Performance Plan based on actual Company performance and (ii) the continued vesting of Mr. Ranji’s outstanding restricted stock units and performance stock units subject to satisfaction of any applicable performance criteria. The Company understands that similar treatment will be sought for the restricted stock units and performance stock units issued by Madison Square Garden Entertainment Corp. (“MSGE”) in respect of Mr. Ranji’s outstanding Company restricted stock units and performance stock units in connection with the distribution of MSGE common stock to the Company’s stockholders on April 20, 2023.
In connection with Mr. Ranji’s resignation, Greg Brunner, the Company’s Senior Vice President, Controller and Principal Accounting Officer, assumed the responsibilities of principal financial officer on an interim basis, effective as of November 3, 2023.
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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.
| SPHERE ENTERTAINMENT CO. | ||||||
| (Registrant) | ||||||
| By: | /s/ Mark Cresitello | |||||
| Name: Mark Cresitello | ||||||
| Title: Secretary | ||||||
Dated: November 3, 2023
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Document and Entity Information |
Oct. 30, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001795250 |
| Document Type | 8-K |
| Document Period End Date | Oct. 30, 2023 |
| Entity Registrant Name | SPHERE ENTERTAINMENT CO. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-39245 |
| Entity Tax Identification Number | 84-3755666 |
| Entity Address, Address Line One | Two Pennsylvania Plaza |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10121 |
| City Area Code | (725) |
| Local Phone Number | 258-0001 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A Common Stock |
| Trading Symbol | SPHR |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |