NY false 0001469372 0001469372 2020-08-26 2020-08-26





Washington, D.C. 20549







Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2020




(Exact name of registrant as specified in its charter)




Delaware   1-34434   27-0624498

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


11 Pennsylvania Plaza, New York, New York   10001
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (212) 465-6400

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





Name of each exchange

on which registered

Class A Common Stock   MSGN   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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 26, 2020, MSG Networks Inc. (the “Company”) entered into a new employment agreement with James L. Dolan. The employment agreement provides for Mr. Dolan’s continued employment as the Executive Chairman of the Company.

Pursuant to the new employment agreement, which is effective as of July 1, 2020, Mr. Dolan receives an annual base salary of not less than $1,250,000. He is eligible to participate in the Company’s discretionary annual bonus program with an annual target bonus opportunity equal to not less than 200% of his base salary. Mr. Dolan is eligible, subject to his continued employment by the Company and actual grant by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), to participate in such long-term incentive programs that are made available in the future to similarly situated executives at the Company. Commencing with the Company’s fiscal year starting July 1, 2020, it is expected that such awards will consist of annual grants of cash and/or long-term equity awards with an annual target value of not less than $4,050,000. Any such awards are subject to actual grant by the Compensation Committee, and are pursuant to the applicable plan document and the terms and conditions established by the Compensation Committee in its sole discretion consistent with those in awards granted to similarly situated executives. Mr. Dolan is eligible for our standard benefits program subject to meeting relevant eligibility requirements, payment of the required premiums and the terms of the plans.

If, on or prior to June 30, 2024, Mr. Dolan’s employment is either involuntarily terminated by the Company for any reason other than “cause” (as defined in the agreement), or is terminated by Mr. Dolan for “good reason” (as defined in the agreement) and cause does not then exist (a “Qualifying Termination”), the Company is obligated to provide him with the following benefits and rights: (a) severance in an amount determined at the discretion of the Company, but in no event less than two times the sum of Mr. Dolan’s annual base salary and annual target bonus, (b) any unpaid annual bonus for the fiscal year prior to the fiscal year in which such termination occurred and a prorated annual bonus for the fiscal year in which such termination occurred, (c) each of Mr. Dolan’s outstanding unvested long-term cash awards will immediately vest in full and will be payable to Mr. Dolan to the same extent that other similarly situated active executives receive payment, (d) all of the time-based restrictions on each of Mr. Dolan’s outstanding unvested shares of restricted stock or restricted stock units (including restricted stock units subject to performance criteria) will immediately be eliminated and such restricted stock and restricted stock units will be payable or deliverable to Mr. Dolan subject to satisfaction of any applicable performance criteria, and (e) each of Mr. Dolan’s outstanding unvested stock options and stock appreciation awards will immediately vest. If there is a Qualifying Termination, or if Mr. Dolan’s employment is terminated due to his death or disability, after June 30, 2024, the Company is obligated to provide him with the benefits and rights set forth in clauses (c), (d) and (e) above. Payment of any such amounts described in this paragraph is subject to Mr. Dolan’s execution of a severance agreement including a release of claims in favor of the Company and its affiliates.

The employment agreement contains certain covenants by Mr. Dolan, including a noncompetition agreement that restricts Mr. Dolan’s ability to engage in competitive activities until the first anniversary of a termination of his employment with the Company. The agreement also recognizes that Mr. Dolan will be employed by Madison Square Garden Sports Corp. and Madison Square Garden Entertainment Corp. during his employment with the Company and states that certain matters arising from or relating to such employment will not be deemed to be a breach of his obligations under the employment agreement or to constitute “cause” (as defined in the agreement).


Item 9.01

Financial Statements and Exhibits.


(d)    Exhibits
  10.1    Letter Agreement, dated August 26, 2020, between MSG Networks Inc. and James L. Dolan.
  104    Cover Page Interactive Data File (embedded within the Inline XBRL document).




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.





/s/ Mark C. Cresitello

Name:   Mark C. Cresitello
Title:   Secretary

Dated: August 28, 2020