01—Abstract
Summary
Summary of the 8-K filed June 14, 2024. Cited figures are marked; the original filing is the authoritative source.
TKO Group Holdings, Inc. filed this Current Report on Form 8-K to disclose the results of its annual meeting of stockholders, held June 12, 2024.
Shares of Class A and Class B common stock representing 160,925,077 votes, or approximately 94.49%a of the voting power entitled to vote, were present in person or by proxy, voting as a single class. Stockholders elected all twelve director nominees to serve until the 2025 annual meeting. Votes for each nominee ranged from roughly 129 million to 154 million, with withheld votes ranging from about 0.7 million to 25 million.
Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2024, with 160,155,670 votes for and 197,826 against. On the advisory say-on-pay proposal, 110,000,339 votes were cast for and 44,388,047 against, with 145,175 abstaining and 6,391,516 broker non-votes. On the frequency question, 103,165,171 votes favored a vote every three years, and the Board determined to hold future advisory compensation votes every three years.
02—Key points
Key Highlights
- Annual meeting held June 12, 2024, with 160,925,077 votes (approximately 94.49% of voting power) present in person or by proxy.
- All twelve director nominees were elected to serve until the 2025 annual meeting, including Ariel Emanuel, Mark Shapiro, Dwayne Johnson, and Nick Khan.
- Deloitte & Touche LLP was ratified as independent registered public accounting firm for the fiscal year ending December 31, 2024, with 160,155,670 votes for and 197,826 against.
- Advisory say-on-pay proposal was approved, with 110,000,339 votes for and 44,388,047 against, plus 6,391,516 broker non-votes.
- Stockholders recommended that advisory votes on executive compensation occur every three years (103,165,171 votes), and the Board adopted that frequency.
- Individual director support varied, with Bradley A. Keywell and Nancy R. Tellem receiving the most votes for and the fewest withheld, while Ariel Emanuel and Mark Shapiro had the most withheld votes (about 23.2 million and 25.2 million).
03—Questions
Frequently Asked Questions
When and where was the annual meeting held?
The annual meeting of stockholders was held on June 12, 2024. The filing does not specify a location beyond the meeting itself.
Who was elected to the board?
Twelve nominees were elected to hold office until the 2025 annual meeting: Ariel Emanuel, Mark Shapiro, Peter C.B. Bynoe, Egon P. Durban, Dwayne Johnson, Bradley A. Keywell, Nick Khan, Steven R. Koonin, Jonathan A. Kraft, Sonya E. Medina, Nancy R. Tellem, and Carrie Wheeler.
Did stockholders approve executive compensation?
Yes. The advisory, non-binding say-on-pay proposal was approved with 110,000,339 votes for and 44,388,047 votes against, with 145,175 abstentions and 6,391,516 broker non-votes.
How often will the company hold future say-on-pay votes?
The stockholders recommended every three years, with 103,165,171 votes for that frequency. The Board determined to hold advisory compensation votes every three years until stockholders or the Board decide otherwise.
Was the auditor reappointed?
Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 160,155,670 votes for, 197,826 against, and 571,581 abstentions.
04—Continue