UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant    x☒                            Filed by a Party other than the Registrant    ¨☐

Check the appropriate box:

JAMES L. DOLAN

Executive Chairman

Notice of Annual Meeting and

Proxy Statement

Dear Stockholder:

You are cordially invited to attend our annual meeting of stockholders which is being held on Friday,Thursday, December 11, 201515, 2016 at 10:00 a.m. Eastern Time at The Paley Center for Media located at 25 West 52^nd Street, New York, NY 10019.

In addition to the matters described in the proxy statement, we will report on the Company’s activities. You will have an opportunity to ask questions and to meet your directors and executives.

I look forward to seeing you at the meeting.Your vote is important to us.Stockholders may vote by using a toll-free telephone number, over the Internet or by mailing a proxy card. If you choose to vote by mail, please sign, date and return the proxy card in the postage-paid envelope that is provided.

Sincerely yours,

James L. Dolan

Executive Chairman

October 28, 201527, 2016

MSG NETWORKS INC., 11ELEVEN PENNSYLVANIA PLAZA, NEW YORK, NY 10001

PROXY STATEMENT

NOTICE OF 20152016 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of

MSG Networks Inc.

The Annual Meeting of Stockholders of MSG Networks Inc. (formerly, The Madison Square Garden Company, and which we refer to as the “Company”) will be held at The Paley Center for Media, located at 25 West 52^nd Street, New York, NY on Friday,Thursday, December 11, 2015,15, 2016, at 10:00 a.m. Eastern Time to consider and vote upon the following proposals:

Only stockholders of record on October 21, 201518, 2016 may vote at the meeting.

Your vote is important to us.Even if you plan on attending the annual meeting in person, we recommend that you vote as soon as possible by telephone, over the Internet or by signing, dating and returning the proxy card in the postage-paid envelope provided.

An admission ticket will be required if you wish to attend the annual meeting in person.For more details, please see “General Information — How do I attend the 2015 Annual Meeting2016 annual meeting in person and what identification must I show?”

New York, New York

October 28, 201527, 2016

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

This summary highlights selected information in the Proxy Statement.    Please review the entire Proxy Statement and our Annual Report on Form 10-K for the year ended June 30, 2016 before voting.

Voting Items and Board Recommendations

Company Overview

On September 30, 2015, The Madison Square Garden Company (NYSE: MSG) spun off its entertainment and sports businesses into a separately publicly traded company, MSG Spinco, Inc. In connection with the separation, The Madison Square Garden Company changed its name to MSG Networks Inc. (NYSE: MSGN) and MSG Spinco, Inc. assumed the name The Madison Square Garden Company (NYSE: MSG).

MSG Networks, an industry leader in sports production, and content development and distribution, owns and operates two award-winning regional sports and entertainment networks, MSG Network and MSG+, collectively “MSG Networks.” For more than 40 years, we have been a pioneer in regional sports television, setting a standard of excellence, creativity and technological innovation. Today, our exclusive award-winning programming continues to be a valuable differentiator for our viewers, advertisers and the cable, satellite, telephone and other platforms that distribute our networks. Our networks are widely distributed throughout our territory, which includes all of New York State and significant portions of New Jersey and Connecticut, as well as parts of Pennsylvania. Our networks are also carried nationally by certain distributors on sports tiers or in similar packages.

Corporate Governance and Board Practices

Our Board has adopted Corporate Governance Guidelines and practices to promote the functioning of the Board and its committees to serve the best interests of all our stockholders. Several of our practices are highlighted below.

✓				Board self-evaluations conducted at least annually to assess the mix of skills and experience that directors bring to the Board to facilitate an effective oversight function
✓				Independent Board committees, with Audit and Compensation comprised 100% of independent directors
✓				Director education opportunities on matters relevant to the Company, including its business plan
✓				Director restricted stock units subject to holding requirement through end of service on the Board

Director Nominees

The Board has nominated 12 director candidates. Of the 12 nominees, three are Class A nominees and nine are Class B nominees. All director candidates have been nominated for a term to expire at the 2017 annual meeting of the Company’s stockholders.

Our Class A nominees are elected by holders of Class A Common Stock:

Our Class B nominees are elected by holders of Class B Common Stock:

Our Board believes that the Company and its stockholders benefit from the combination of Class A and Class B Directors’ perspectives, institutional knowledge, and their collective deep business and investment expertise.

Detailed information about each director’s background, skills and qualifications can be found under “Proposal 1 – Election of Directors.”

Executive Compensation Program

The Company is an industry leader in sports production and content development and distribution and competes for talent among a wide array of media and entertainment companies. Our NEOs have substantial and meaningful professional experience in the industry in which the Company operates. The Company places great importance on its ability to attract, retain, motivate and reward experienced executive officers who can continue to drive our business objectives and achieve strong financial, operational and stock price performance.

Elements of Compensation & Performance Objectives

MSG Networks compensates its NEOs through salary, annual incentive awards, long-term incentive awards, perquisites and fringe benefit programs. Our annual and long-term incentive programs provide performance-based incentives for our management tied to key financial measures that drive stockholder value and reward sustained achievement of the Company’s key financial goals. The Company considers revenues and adjusted operating cash flow, or “AOCF,” to be the key measures of the Company’s operating performance. As such, our Compensation Committee has reflected these performance measures in our incentive plans, in addition to several other specific strategic and operating metrics.

Fiscal 2016 Program Changes

For the year ended June 30, 2016, the Compensation Committee replaced cash performance awards with performance stock units in the long-term incentive program and adjusted the vesting schedule of restricted stock units from three-year cliff-vesting to vesting ratably over three years. The Committee believes that this shift to 50% performance stock units and 50% restricted stock units:

The table below summarizes the elements of our fiscal 2016 compensation program and how each element supports the Company’s compensation objectives:

For more information on our executive compensation program and policies, please see the “Compensation Discussion and Analysis.”

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 11, 201515, 2016

GENERAL INFORMATION

Questions and Answers You May Have About our Annual Meeting and Voting

These proxy materials are provided in connection with the solicitation of proxies by the Board of Directors of MSG Networks Inc. (the “Board”) for the Annual Meeting of Stockholders to be held at 10:00 a.m. Eastern Time on Friday,Thursday, December 11, 2015,15, 2016, at The Paley Center for Media which is located at 25 West 52^nd Street, New York, NY.

In this proxy statement, the words “Company,” “we,” “us,” “our” and “MSG Networks” refer to MSG Networks Inc., a Delaware corporation. We refer to the U.S. Securities and Exchange Commission as the “SEC” and the New York Stock Exchange as “NYSE.” This proxy statement and form of proxy are first being sent to stockholders on or about October 28, 2015.27, 2016. Unless otherwise indicated, references to “2015,“2016,” the “2015“2016 fiscal year” and the “year ended June 30, 2015”2016” refer to the Company’s fiscal year ended on June 30, 2015.2016.

MSG Networks was formerly known as “The Madison Square Garden Company.” We changed our name to MSG Networks Inc. on September 30, 2015 in connection with the distribution of all of the outstanding common stock of MSG Spinco, Inc. (now known as “The Madison Square Garden Company”) to our stockholders (the “MSG Distribution”).

Who may vote at the annual meeting?

Holders of our Class A common stock, par value $0.01 per share (“Class A Common StockStock”) and holders of our Class B common stock, par value $0.01 per share (“Class B Common StockStock”) as recorded in our stock register at the close of business on October 21, 2015,18, 2016, may vote at the meeting. On October 21, 2015,18, 2016, there were 61,192,67461,482,476 shares of Class A Common Stock and 13,588,555 shares of Class B Common Stock outstanding. Each share of Class A Common Stock has one vote per share and holders will be voting for the election of three candidates to the Board of Directors of the Company (the “Board”).Board. Each share of Class B Common Stock has ten votes per share and holders will be voting for the election of eightnine candidates to the Board. As a result of their ownership of Class B Common Stock, Charles F. Dolan, members of his family and certain related family entities, have the power to elect all of the directors to be elected by the holders of Class B Common Stock, and to approve Proposals 2 3, 4 and 53 regardless of how other shares are voted.

Why did I receive a Notice of Annual Meeting and Internet Availability of Proxy Materials instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, the Company has elected to provide access to its proxy materials over the Internet. Accordingly, the Company has sent a Notice of Annual Meeting and Internet Availability of Proxy Materials to our stockholders. All stockholders have the ability to access the proxy materials on the website referred to in the Notice of Annual Meeting and Internet Availability of Proxy Materials or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice of Annual Meeting and Internet Availability of Proxy Materials. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via email unless you otherwise elect. The Company encourages stockholders who have not already done so to take advantage of the availability of the proxy materials on the Internet to help reduce the cost and the environmental impact of the annual meeting.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Stockholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, Wells Fargo Shareowner Services, you are considered a stockholder of record with respect to those shares, and the Notice of Annual Meeting and Internet Availability of Proxy Materials was sent directly to you by the Company. If you request printed copies of the proxy materials by mail, you will also receive a proxy card.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are a beneficial owner of shares held in “street name,” and the Notice of Annual Meeting and Internet Availability of Proxy Materials was forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to instruct that organization how to vote the shares held in your account. If you requested printed copies of the proxy materials by mail, you will receive a voting instruction form from that organization.

What is a quorum?votes need to be present to hold the annual meeting?

In order to carry on the business of the annual meeting, we must have a quorum. This means that at leastneed a majority of the votes represented by the outstanding shares eligible to vote muston October 18, 2016 to be represented at the meeting, eitherpresent, in person or by proxy or in person.proxy. This is known as a “quorum.” If voting on a particular matteraction is by class, a majority of the votes represented by the outstanding shares of such class constitutes a quorum for thatsuch action. Abstentions and broker non-votes count(described below) are considered present for the purposepurposes of determining a quorum.

How do I vote?

You may vote in advance of the annual meeting by telephone, over the Internet or by mail.mail by following the instructions provided on the Notice of Annual Meeting and Internet Availability of Proxy Materials. If you choose to vote by mail, please sign, date and return the proxy card in the postage-paid envelope provided. You may also vote in person or by legal proxy at the meeting. Even if you plan to attend the annual meeting in person, the Board strongly recommends that you submit a proxy to vote your shares in advance so that your vote will be counted if you later decide not to attend the annual meeting. You may submit your proxy in favor of your Board’s recommendation by telephone, over the Internet or by mailing a proxy card by following the instructions provided on the Notice of Annual Meeting and Internet Availability of Proxy Materials. If you choose to vote by mail, please sign, date and return the proxy card in the postage-paid envelope provided.

Can my broker vote my shares without instructions from me?

If you are a beneficial owner whose shares are held of record by a broker, you must instruct your broker how to vote your shares.Please use the voting instruction form provided to you by your broker to direct the broker how to vote your shares.If you do not provide voting instructions, your shares will not be voted on the election of directors or any other proposal on which the broker does not have discretionary authority to vote.This is called a “broker non-vote.” In these cases, the broker can register your shares as being present at the annual meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under applicable rules.

If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under applicable rules to vote your shares on the ratification of the appointment of KPMG LLP (“KPMG”) as the Company’s independent auditors, even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on the (i) election of directors (Proposal 1) or (ii) approval of the Company’s 2010 Employee Stock Plan, as amended (iii) approval of the Company’s 2010 Cash Incentive Plan, as amended or (iv) approval of the Company’s 2010 Stock Plan for Non-Employee Directors, as amended,(Proposal 3), without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters.

What is the voting requirement to approve each of the proposals?

Election of directors by the holders of Class A Common Stock requires the affirmative vote of the plurality of votes cast by holders of Class A Common Stock. Election of directors by the holders of Class B

Common Stock requires the affirmative vote of the plurality of votes cast by holders of Class B Common Stock. Approval of Proposals 2 3, 4 and 53 require the favorable vote of a majority of the votes cast by the holders of Class A Common Stock and the holders of Class B Common Stock, voting together as a single class. Abstentions and broker non-votes will not affect the outcome of the proposals because abstentions and broker non-votes are not considered votes cast. As a result of their ownership of Class B Common Stock, Charles F. Dolan, members of his family and certain related family entities have the power to elect all of the directors to be elected by the holders of Class B Common Stock and to approve Proposals 2 3, 4 and 53 regardless of how other shares are voted.

Can I change my vote after I have voted?

Yes. If you are a stockholder of record, you may revoke your proxy and change your vote at any time before the final vote at the annual meeting. You may change your vote prior to the annual meeting by:

If your shares are held in a brokerage account by a broker, you should follow the instructions provided by your broker in order to change your vote.

How will my shares be voted at the annual meeting if I submit a proxy card?

The proxy materials, including the proxy card, are being solicited on behalf of yourthe Board. The Company representatives appointed by the Board (the persons named in the proxy card, or, if applicable, their substitutes) will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your shares will be voted as the Board recommends, which is:

Who participates in and pays for this solicitation?

The Company will bear the expense of preparing, printing and mailing this proxy statement and the accompanying material. Solicitation of individual stockholders may be made by mail, personal interviews, telephone, facsimile, electronic delivery or other telecommunications by our officers and regular employees who will receive no additional compensation for such activities.

We have retained D.F. King & Co, Inc. to assist with the solicitation of proxies for a fee estimated not to exceed $20,000, plus reimbursement for out-of-pocket expenses. In addition, we will reimburse brokers and other nominees for their expenses in forwarding solicitation material to beneficial owners.

How do I attend the 2015 Annual Meeting2016 annual meeting in person and what identification must I show?

An admission ticket will be required if you desireplan to attend the annual meeting in person. To be admitted to the 20152016 annual meeting, you must have been a stockholder at the close of business on the record date of

October 21, 201518, 2016 or be the legal proxy holder or qualified representative of such stockholder. You must bring with you your admission ticket and a valid government-issued photo identification card (federal, state or local), such as a driver’s license or passport. Persons without an admission ticket and proper identification may be denied admission to the annual meeting. Registration will begin at 9:00 a.m. Eastern Time on the annual meeting date.

To obtain an admission ticket, go towww.proxyvote.com or call 1-844-318-0137 (toll-free) or 925-331-6070 (international). You will need to enter your 12-digit16-digit control number, which can be found on your Notice of Annual Meeting and Internet Availability of Proxy Materials, voting instruction form or proxy card. You may also request an admission ticket by calling the telephone number on your voting instruction form or proxy card. The deadline to obtain an admission ticket is 5:00 p.m. on December 1, 2015.5, 2016. If you have questions about admission to the annual meeting, please call 1-844-318-0137 (toll-free) or 925-331-6070 (international).

Please note that you will need your admission ticket to be admitted to the meeting whether you vote before or at the meeting, and regardless of whether you are a registered or beneficial stockholder. If you are attending the meeting as a proxy or qualified representative for a stockholder, you will need to bring your legal proxy or authorization letterin addition to your admission ticket and government-issued photo identification card.

Stockholders must provide advance written notice to the Company if they intend to have a legal proxy (other than the persons appointed as proxies on the Company’s proxy card) or a qualified representative attend the annual meeting on their behalf. The notice must include the name and address of the legal proxy or qualified representative and must be received by 5:00 p.m. on December 1, 20155, 2016 in order to allow enough time for the issuance of an admission ticket to such person. For further details, read “Advancesee “Other — Advance Notice of Proxy Holders and Qualified Representatives” on page 92 of this proxy statement.Representatives.”

Please note that cameras, video and audio recording equipment and other similar electronic devices, as well as large bags (including large handbags and briefcases) and packages will need to be checked at the door. Additionally, the Company may impose additional restrictions on items that must be checked at the door. To ensure the safety of all persons, attendees and bags may also be subject to security inspections.

What is “householding” and how does it affect me?

Stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials may receive only one copy of this Notice of Annual Meeting and Proxy Statement and Annual Report on Form 10-K for the fiscal year ended June 30, 20152016 (the “2015“2016 Form 10-K”) unless we are notified that one or more of these stockholders wishes to receive individual copies. This “householding” procedure will reduce our printing costs and postage fees.

Stockholders who participate in householding will continue to receive separate proxy cards. If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of this Notice of Annual Meeting and Proxy Statement and any accompanying documents, or if you hold MSG Networks stock in more than one account, and, in either case, you wish to receive only a single copy of each of these documents for your household, please contact our transfer agent, Wells Fargo Shareowner Services, P.O. Box 64874, St. Paul, MN 55164-0854 or by telephone at 1-800-468-9716.

If you participate in householding and wish to receive a separate copy of this Notice of Annual Meeting and Proxy Statement and any accompanying documents, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact Wells Fargo Shareowner Services as indicated above.

If you are a beneficial owner, you can request information about householding from your broker, bank or other holder of record.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 11, 201515, 2016.

This Notice of Annual Meeting and Proxy Statement, the proxy card and the Company’s 20152016 Form 10-K, along with directions on how to obtain an admission ticket to attend the annual meeting in person, are available at www.viewproxymaterials.com/msg.www.proxyvote.com.

In accordance with the SEC rules, of the SEC, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. WeInstead we are instead sending these stockholders a Notice of Annual Meeting and Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our proxy statement and annual report, and voting via the Internet. The Notice of Annual Meeting and Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. This makes the proxy distribution process more efficient and less costly, and helps conserve natural resources. If you previously elected to receive our proxy materials electronically, these materials will continue to be sent via email unless you change your election.

If you receive paper copies of our proxy materials and would like to sign up for electronic delivery via email or the Internet, please choose one offollow the following methodsinstructions to make your request:vote by Internet atwww.proxyvote.com and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.

CORPORATE GOVERNANCE

Company Overview

MSG Networks is a holding company and conducts substantially all of its operations through its subsidiaries. Our Class A Common Stock is listed on the NYSE under the symbol “MSGN.” As a result, we are generally subject to the NYSE corporate governance listing standards.

The Company was incorporated on July 29, 2009 as an indirect, wholly-owned subsidiary of Cablevision Systems Corporation (“Cablevision”). On January 12, 2010, Cablevision’s board of directors approved the distribution of all of the outstanding common stock of the Company to Cablevision stockholders (the “Cablevision Distribution”) and the Company thereafter acquired the subsidiaries of Cablevision that owned, directly and indirectly, all of the partnership interests in MSG Holdings, L.P. The Cablevision Distribution took place on February 9, 2010 (the “Cablevision Distribution Date”).

MSG Networks was formerly known as “The Madison Square Garden Company.” On September 11, 2015, our Board approved the MSG Distribution and MSGThe Madison Square Garden Company (“MSG”) thereafter acquired the entertainment and sports businesses previously owned and operated by the Company through its MSG Entertainment and MSG Sports business segments, including the arenas and other venues previously owned, leased or operated by the Company as well as the Company’s interests in various joint ventures. The MSG Distribution took place on September 30, 2015 (the “MSG Distribution Date”) and we changed our name to MSG Networks Inc. on that date in connection with the MSG Distribution.

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines. These guidelines set forth our practices and policies with respect to Board composition and selection, Board meetings, executive sessions of the Board, Board committees, the expectations we have of our directors, selection of the Executive Chairman and the President and Chief Executive Officer, management succession, Board and executive compensation, and Board self-evaluation requirements. The full text of our Corporate Governance Guidelines may be viewed at our corporate website at www.msgnetworks.com.www.msgnetworks.com. A copy may be obtained by writing to MSG Networks Inc., 11Eleven Pennsylvania Plaza, New York, NY 10001; Attention: Corporate Secretary.

Executive Sessions of Non-Management and Independent Board Members

Under our Corporate Governance Guidelines, our directors who are not also officers of our Company (“non-management(the “non-management directors”) or our directors who are independent under the NYSE rules are required to meet regularly in executive sessions with no members of management present. If non-management directors who are not independent participate in these executive sessions, the independent directors under the NYSE rules are required to meet separately in executive sessions at least once each year.

Communicating with Our Directors

Our Board has adopted policies designed to allow stockholders and other interested parties to communicate with our directors. Any interested party that wishes to communicate directly with the Board or any director or the non-management directors as a group should send communications in writing to the Chairman of the Audit Committee, MSG Networks Inc., 11Eleven Pennsylvania Plaza, New York, NY 10001. Any person, whether or not an employee, who has a concern with respect to our accounting, internal accounting controls, auditing issues or other matters, may, in a confidential or anonymous manner, communicate those concerns to our Audit Committee by contacting The Network Inc.,the MSG Networks Integrity Hotline, which has been designated to act asis operated by a confidential contact organization for these purposes,third-party service provider, at 1-877-756-4306.1-844-761-0392.

Code of Conduct and Ethics

Our Board has adopted a Code of Conduct and Ethics for our directors, officers and employees. A portion of this Code of Conduct and Ethics also serves as a code of conduct and ethics for our senior financial officers, including our principal accounting officer and controller. Among other things, our Code of Conduct and Ethics covers conflicts of interest, disclosure responsibilities, legal compliance, reporting and compliance with the Code of Conduct and Ethics, confidentiality, corporate opportunities, fair dealing, protection and proper use of Company assets and equal employment opportunity and harassment. The full text of the Code of Conduct and Ethics is available on our website at www.msgnetworks.com.www.msgnetworks.com. In addition, a copy may be obtained by writing to MSG Networks Inc., 11Eleven Pennsylvania Plaza, New York, NY 10001; Attention: Corporate Secretary.

Director Independence

OurAs a “controlled company” we have the right to elect not to comply with the corporate governance rules of the NYSE requiring: (i) a majority of independent directors on our Board, has elected for the Company to be treated(ii) an independent corporate governance and nominating committee, and (iii) an independent compensation committee. Because of our status as a “controlled company” under NYSE’swe have elected not to maintain a majority of independent directors on our Board or to have a corporate governance rules, and as a result, the Company is not required to comply, and has chosen not tonominating committee. We do comply with NYSE’s requirement for a majority independent board of directors and for an independent nominating committee. However, our Board has elected to comply with NYSE’sthe requirement for an independent compensation committee.

Our Board elected not to comply with the requirement for a majority of independent directors on our Board because of our voting structure. Under the terms of our Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”), the holders of the Company’s Class B Common Stock have the right to elect up to 75% of the members of our Board and there is no requirement that any of those directors be independent or be chosen independently.

Richard D. Parsons, Nelson Peltz and Scott M. Sperling, each of whom were independent directors of the Company elected by holders of Class A stockholdersCommon Stock and served as directors during the 20152016 fiscal year, and Alan D. Schwartz and Vincent Tese, both of whom were independent directors of the Company elected by holders of Class B stockholdersCommon Stock and served as directors during the 20152016 fiscal year, resigned as directors of the Company and became directors of MSG on September 30, 2015 in connection with the MSG Distribution.

Mr.John L. Sykes was appointed as a director of the Company elected by Class A stockholders on August 5, 2015 and Messrs.Eugene F. DeMark and Joel M. Litvin were appointed as directors of the Company elected by Class A stockholders on September 30, 2015 in connection with the MSG Distribution. Messrs. Sykes, DeMark and Litvin were subsequently elected by the holders of Class A

Common Stock at the 2015 annual meeting. Messrs. Litvin and Sykes, as well as Joseph J. Lhota, are each being nominated for election by the holders of Class A stockholdersCommon Stock at the 2016 annual meeting. Our Board believes that the Company and its stockholders will benefit from the combination of fresh perspectives provided by these independent directors, as well as their collective deepextensive business expertise.

Mr. DeMark will not be standing for re-election by holders of Class A Common Stock at the 2016 annual meeting; our Board extends its gratitude to Mr. DeMark for his service as a director.

Our Board has determined that each of the following non-employee directors and director nominees is “independent” within the meaning of the rules of the NYSE and the SEC: Eugene F. DeMark, Joseph J. Lhota, Joel M. Litvin and John L. Sykes. In reaching its independence determination with respect to Mr. DeMark, the Board considered the

fact that as an audit partner at KPMG.KPMG, he worked on Cablevision’s audit from 1995 through 2006 and that Mr. DeMark has had no relationship with KPMG since September 2010. The Board determined that such past relationship is not material to the Company and that Mr. DeMark is independent within the meaning of the rules of the NYSE and the SEC. In reaching its independence determination with respect to Mr. Lhota, the Board considered the fact that Mr. Lhota served as an Executive Vice President of the Company from 2010 to 2011 and that Mr. Lhota has had no relationship with the Company since 2011. The Board determined that such past relationship is not material to the Company and that Mr. Lhota is independent within the meaning of the rules of the NYSE and the SEC. In reaching its independence determination with respect to Mr. Litvin, the Board considered the fact that Mr. Litvin was previously employed by the National Basketball Association and that he may provide limited consulting services to the National Basketball Association. The Board determined that such past employment and any limited consulting services areis not material to the Company and that Mr. Litvin is independent within the meaning of the rules of the NYSE and the SEC.

In addition, Charles P. Dolan and Kristin A. Dolan also resigned as directors elected by holders of Class B stockholdersCommon Stock and became directors of MSG on September 30, 2015 in connection with the MSG Distribution. Effective as of that date, our Board appointed William J. Bell, Quentin F. Dolan, Paul J. Dolan and Hank J. Ratner as directors elected by holders of Class B stockholders.Common Stock.

We welcome the combined insight of our new directors as we continue to pursue our strategies to create long-term shareholder value.

PROPOSAL 1 — ELECTION OF DIRECTORS

The Board has nominated 12 director candidates named below. Of the 12 nominees for director, three are to be elected by the holders of Class A stockholdersCommon Stock and nine are to be elected by the holders of Class B stockholders.Common Stock. All 12 director candidates are herebyhave been nominated for a term to expire at the 20162017 annual meeting of the Company’s stockholders and until their successors have been elected and qualified.

The Company representatives appointed by the Board (the persons named onin the proxy card, intendor, if applicable, their substitutes) will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote for the election ofyour shares, your shares will be voted to elect each of the director nominees below, proposed by the Boardas applicable based on whether you are a holder of Directors, unless you indicate on your proxy that your vote should be withheld from anyClass A Common Stock or all of the nominees.Class B Common Stock. Information on each of our nominees is given below.

Each director nominee listed below has consented to being named in this proxy statement and has agreed to serve if elected. However, if a nominee for election as a director by the holders of Class A stockholdersCommon Stock becomes unavailable before the election or for good cause will not serve, the persons named in the Class A proxy on the proxy card would be authorized to vote for a replacement director nominee for election as a director by the holders of Class A stockholdersCommon Stock if the Board names one. If a nominee for election as a director by the holders of Class B stockholderCommon Stock becomes unavailable before the election or for good cause will not serve, the persons named in the Class B proxy card would be authorized to vote for a replacement director nominee for election as a director by the holders of Class B director nomineeCommon Stock if the Board names one.

The Board unanimously recommends that you vote FOR each of the following candidates:

Director Nominees for Election by Class A Common Stockholders

EUGENE F. DEMARK —JOSEPH J. LHOTA – Age 68

Director since September 30, 201562

Mr. DeMarkLhota is the Senior Vice President, Vice Dean and Chief of Staff at NYU Langone Medical Center since 2014. In 2013, Mr. Lhota was a senior partner of KPMG, LLP, a global professional services firm, where he worked from July 1969 until his retirement in October 2009. He served as the Area Managing Partner of KPMG’s Northeast Advisory Practice from October 2005 until his retirement and previously held various other leadership roles during his tenure at KPMG. Between 1988 and 2001, Mr. DeMark had been the Northeast Area Managing Partnercandidate for Mayor of the Information, CommunicationsCity of New York. He was Chairman and Entertainment PracticeChief Executive Officer of the New York Metropolitan Transportation Authority from 2011 to 2012. Mr. Lhota was Executive Vice President of the Company from June 2, 2010 to November 9, 2011 and Executive Vice President of Cablevision from 2002 to 2010. Mr. Lhota was also the Managing Partner of KPMG’s Long Island Office. During his career at KPMG,New York City Deputy Mayor for Operations from 1997 to 2001 and New York City Budget Director from 1995 to 1997. Mr. DeMark had responsibilitiesLhota was an investment banker from 1980 to lead1994. Prior to that, he was a number of specialized practices in banking, high technology, media and entertainment and aerospace and defense. Since his retirement,Senior Accountant with Arthur Andersen & Co. Mr. DeMark has worked as an independent consultant. Mr. DeMark servesLhota previously served as a director of BankUnited, Inc., Florida’s largest independent bank, since September 2010 and is the Lead Director as well as Chairchairman of the Auditcompensation committee of FirstAviation Services, Inc. from 2002 until it became a private company in 2015, and Risk Committee. Mr. DeMark also serves as a director of 1-800-FLOWERS.COM, Inc.,Cablevision from 2014 until its sale in June 2016.

Key Skills & Experience: In light of Mr. Lhota’s experience as a national floral and gifting company, since January 2012 and is Chairformer executive of the Audit Committee. Mr. DeMark is a Certified Public Accountant in the State of New York and is a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. Mr. DeMark is an executive board member and the Finance Chairman of the Board of Overseers of the Tilles Center for Performing Arts and previously served as Chairman and President of Long Island chapters of the Multiple Sclerosis Society and the Boy Scouts of America. Mr. DeMark’s qualifications to serve on our Board include his 40 years of business experience with a leading professional services firm,Company, his experience with clients in the media and entertainment industries, his financial, accounting and risk management expertise, his service as a senior executive and director of other public companies, his knowledge of the industry, his government service (including leading a major governmental organization) and his leadership roles at charitable institutions.experience as an investment banker and accountant, our Board, acting on the unanimous recommendation of the directors elected by the holders of Class A Common Stock, has concluded that Mr. Lhota should be elected to serve as a director of the Company.

JOEL M. LITVIN —– Age 5657

Director since September 30, 2015

Mr. Litvin was the President, League Operations, of the National Basketball Association (the “NBA”) from 2006 until his retirement on September 1, 2015. As the NBA’s President, League Operations, he managed several core areas of the day-to-day operations of the NBA, including the league’s security, player development,

social responsibility and legal functions. Mr. Litvin also managed, on behalf of the NBA Board of Governors, franchise matters such as revenue sharing, team sales and financings, relocations and the NBA’s ownership and debt policies. Mr. Litvin initially joined the NBA as a staff attorney in 1988 and also served as Senior Vice President and General Counsel from 1999 to 2000 and Executive Vice President, Legal and Business Affairs, from 2000 to 2006. Mr. Litvin began his professional career at the New York law firm of Willkie Farr & Gallagher, where he worked on several matters for Major League Baseball. Mr. Litvin previously servedcurrently serves as a member of the Board of GovernorsTrustees of the Naismith Basketball Hall of Fame and expects to shortly begin serving as a member of itsthe Board of Trustees.Directors of Hunger Free America. He is also a co-founder and Director of Animal Defense Partnership, a non-profit organization that provides legal and other professional services to organizations devoted to defending animals from cruelty in all forms.

Key Skills & Experience: In light of Mr. Litvin’s qualifications to serve on our Board include his more than 27 years of business experience at the NBA (including as the chief NBA league office liaison to the NBA Board of Governors), his extensive knowledge about the sports and sports media businesses, his management and legal expertise, and his service on the board of a charitable institution.institution, our Board has concluded that Joel M. Litvin should serve as a director of the Company.

JOHN L. SYKES —– Age 6061

Director since August 5, 2015

Mr. Sykes is the President of Entertainment Enterprises for iHeartMedia, Inc. (formerly CC Media Holdings, Inc.), a global media and entertainment company, since January 2012. In his role at iHeartMedia, Mr. Sykes is responsible for developing new business partnerships and platforms across a range of media, including broadcast television, digital video platforms and live events, as well as creating value for

iHeartMedia’s advertisers and key partners. Mr. Sykes is the co-executive producer of six annual iHeartRadio live events that are broadcast on network television. Mr. SykesHe also worked with iHeartMedia in a consulting role during 2011. Prior to joining iHeartMedia, Mr. Sykes was affiliated with the Pilot Group, a private equity and venture firm, from 2008 to 2011. Mr. SykesHe was a core member of the team at Viacom, Inc. that launched MTV Networks in 1981. During his more than 20 year20-year tenure at Viacom, Inc., Mr. Sykes served as President of New Network Development for MTV from 2005 to 2008, Chairman and CEO of Infinity Broadcasting Corporation (now CBS Radio) from 2002 to 2005 and President of the VH1 Cable Television Network from 1994 to 2002. Mr. Sykes also serves on the boards of Shazam Mobile, the Robin Hood Foundation, the Rock and Roll Hall of Fame, VH1 Save the MusicIfOnly and Syracuse University’s Newhouse School of Communications.

Key Skills & Experience: In light of Mr. Sykes’s qualifications to serve on our Board include his 3536 years of business and management experience, his extensive experience in the media, television and entertainment industries and his service on the boards of other companies and charitable institutions.institutions, our Board has concluded that John L. Sykes should serve as a director of the Company.

Director Nominees for Election by Class B Common Stockholders

JAMES L. DOLAN —– Age 6061

Director since July 29, 2009

Mr. Dolan is a director and the Executive Chairman of the Company since July 29, 2009. He also assumed the responsibilities of the President and Chief Executive Officer of the Company from March 15, 2015 to July 15, 2015. He was Chairman of MSG Holdings, L.P. from 1999 to 2010. Mr. Dolan isalso serves as a director and the Executive Chairman of MSG since March 4, 2015. Mr. Dolan iswas Chief Executive Officer of Cablevision sincefrom October 1995.1995 until its sale in June 2016. He was President of Cablevision from June 1998 to April 2014; Chief Executive Officer of Rainbow Media Holdings, Inc., a former subsidiary of Cablevision, from September 1992 to October 1995; and Vice President of Cablevision from 1987 to September 1992. In addition to MSG, Mr. Dolan also serves as a director of Cablevision, AMC Networks Inc. (“AMC Networks”) and MSG.previously served as a director of Cablevision until its sale in June 2016. James L. Dolan is the son of Charles F. Dolan, the father of Quentin F. Dolan, the brother of Thomas C. Dolan, the brother-in-law of Brian G. Sweeney and the cousin of Paul J. Dolan.

Key Skills & Experience: In light of his experience in various positions with Cablevision, since 1979, including as its Chief Executive Officer, since 1995, his experience in various positions with the Company and its predecessors since 1999, including most recently as its Chairman since 1999 (and Executive Chairman, since 2009), as well as the knowledge and experience he has gained about the Company’s business and contributions he has made during his tenure as a director of the Company, Cablevision, AMC Networks, MSG and MSG,Cablevision, our Board has concluded that James L. Dolan should serve as a director of the Company.

CHARLES F. DOLAN —– Age 8890

Director since July 29, 2009

Mr. Dolan is a director and the Executive Chairman of AMC Networks since June 2011. He served as the Chairman of Cablevision since 1985.from 1985 until its sale in June 2016. He was Chief Executive Officer of Cablevision from 1985 to October 1995. He is Executive Chairman of AMC Networks since June 2011. Mr. Dolan founded and acted as the General Partner of Cablevision’s predecessor from 1973 to 1985 and established Manhattan Cable Television in 1961 and Home Box Office in 1971. In addition to AMC Networks, Mr. Dolan serves as a director of MSG, and previously served as a director of Cablevision AMC Networks and MSG.until its sale in June 2016. Charles F. Dolan is the father of James L. Dolan and Thomas C. Dolan, father-in-law of Brian G. Sweeney, the grandfather of Quentin F. Dolan and the uncle of Paul J. Dolan.

Key Skills & Experience: In light of his experience in the cable television and cable programming industries, as well as his experience as founder of Cablevision, his previous service as Chairman and previously, as the Chief Executive Officer of Cablevision and its predecessors, as well as the knowledge and experience he has gained about the Company’s business and contributions he has made during his tenure as a director of the Company, Cablevision AMC Networks, MSG, and MSG,Cablevision, our Board has concluded that Charles F. Dolan should serve as a director of the Company.

WILLIAM J. BELL —– Age 7576

Director since September 30, 2015

Mr. Bell was a consultant to Cablevision Systems Corporation from 2005 to 2014. Mr. BellHe also held various positions at Cablevision and its predecessor beginning in 1979, including as Cablevision’s Vice Chairman and Chief Financial Officer until 2004. Mr. Bell is a director of AMC Networks since June 2011. Mr. Bell also serves as a director of the Lustgarten Foundation.

Key Skills & Experience: In light of Mr. Bell’s broad experience in the cable and programming industries for the past 40 years, as well as his experience in various positions with Cablevision and its predecessor, since 1979, including as its former Vice Chairman and Chief Financial Officer, our Board has concluded that William J. Bell should serve as a director of the Company.

PAUL J. DOLAN —– Age 5758

Director since September 30, 2015

Mr. Dolan is the Chairman and Chief Executive Officer of the Cleveland Indians Major League Baseball (MLB)(“MLB”) team since 2010. Mr. Dolan was President of the Cleveland Indians from 2004 to 2010 and Vice President and General Counsel from 2000 to 2004. Mr. Dolan has served on multiple committees of the MLB and is currently on the MLB’s Long Range Planning Committee and Ownership Committee. Mr. Dolan has been a director and member of the Compensation Committee of the J.M. Smucker Company since 2006. Mr. Dolan also servesserved as a director of Cablevision until its sale in June 2016 and currently serves as a director of Dix & Eaton, a privately owned communications and public relations firm. Mr. Dolan was Chairman and Chief Executive Officer of Fast Ball Sports Productions, a sports media company, from 2006 through 2012. Paul J. Dolan is the nephew of Charles F. Dolan, a cousin by marriage of Brian G. Sweeney, and the cousin of James L. Dolan, Thomas C. Dolan and Quentin F. Dolan.

Key Skills & Experience: In light of his extensive business and management experience in the sports and media industries, his experience as a member of Cablevision’s founding family, the knowledge and experience he has gained about the Company’s business and the contributions he has made during his tenure as a director of the Company and of Cablevision, and his service on the board of another public company, our Board has concluded that Thomas C.Paul J. Dolan should serve as a director of the Company.

QUENTIN F. DOLAN —– Age 2122

Director since September 30, 2015

Mr. Dolan is a student at New York University. Mr. Dolan has held internship positions at Grubman Shire & Meiselas, P.C. and Azoff MSG Entertainment, LLC. Quentin F. Dolan is the son of James L. Dolan, the grandson of Charles F. Dolan, the nephew of Thomas C. Dolan and Brian G. Sweeney, and the cousin of Paul J. Dolan.

Key Skills & Experience: In light of his familiarity with the knowledge and experience he has gained about the Company’s business and the contributions he has made during his tenure as a director of the Company as well as being a member of the third generation of Cablevision’s founding family, our Board has concluded that Quentin F. Dolan should serve as a director of the Company.

THOMAS C. DOLAN —– Age 6364

Director since February 9, 2010

Mr. Dolan iswas the Executive Vice President, Strategy and Development, Office of the Chairman of Cablevision sincefrom September 2008.2008 until its sale in June 2016. He was Chief Executive Officer of Rainbow Media Corp. from April 2004 to April 2005; Executive Vice President and Chief Information Officer of Cablevision from October 2001 until April 2005; Senior Vice President and Chief Information Officer of Cablevision from February 1996 to October 2001; Vice President and Chief Information Officer of Cablevision from July 1994 to February

1996; General Manager of Cablevision’s East End Long Island cable system from November 1991 to July 1994 and System Manager of Cablevision’s East End Long Island cable system from August 1987 to October 1991. Mr. Dolan currently serves as a director of Cablevision, AMC Networks and MSG.MSG and previously served as a director of Cablevision until its sale in June 2016. Thomas C. Dolan is the son of Charles F. Dolan, the brother of James L. Dolan, the brother-in-law of Brian G. Sweeney, the uncle of Quentin F. Dolan, and the cousin of Paul J. Dolan.

Key Skills & Experience: In light of his experience as a member of Cablevision’s founding family and in various positions with Cablevision, since 1987, as well as the knowledge and experience he has gained about the Company’s business and contributions he has made during his tenure as a director of the Company, Cablevision, AMC Networks, MSG and MSG,Cablevision, our Board has concluded that Thomas C. Dolan should serve as a director of the Company.

WILT HILDENBRAND —– Age 6769

Director since November 30, 2011

Mr. Hildenbrand iswas a Senior Advisor of Customer Care, Technology and Networks for Cablevision sincefrom January 2013.2013 until its sale in June 2016. He wasalso served in various other roles at Cablevision including: Senior Advisor of Engineering and Technology from March 2006 to January 2013; Executive Vice President of Engineering and Technology from January 2000 to March 2006; Senior Vice President of Technology from January 1998 to January 2000 and Vice President of Engineering Support and Customer Relations from October 1986 to January 1998. He served as Director of Engineering for Rainbow Media Holdings, a former subsidiary of Cablevision, from July 1979 to October 1986. Mr. Hildenbrand serves as a director of MSG since September 30, 2015.MSG.

Key Skills & Experience: In light of his experience in various positions at Cablevision since 1979 and his familiarity with the Company and MSG, our Board has concluded that Wilt HildebrandHildenbrand should serve as a director of the Company.

HANK J. RATNER —– Age 5657

Director since September 30, 2015

Mr. Ratner is President and CEO of Independent Sports and Entertainment (“ISE”), an athlete management and sports-related investment company since May 2016. Previously, Mr. Ratner was the Vice Chairman of Cablevision sincefrom December 2002.2002 until its sale in June 2016. Mr. Ratner previously served as Vice Chairman of MSG from February 2014 until January 2015, and President and Chief Executive Officer of MSG from July 2009 to February 2014. Mr. Ratner was Vice Chairman of Rainbow Media (the name of AMC Networks while it was a subsidiary of Cablevision) from June 2002 to June 2011; a director of Rainbow Media from April 1997 to September 2003; Chief Operating Officer of Rainbow Media from October 1999 to June 2002; Chief Operating Officer and Secretary of Rainbow Media from October 1998 to October 1999; Executive Vice President & Secretary of Rainbow Media from October 1997 to October 1998; and Executive Vice President, Legal & Business Affairs and Secretary of Rainbow Media from July 1993 to October 1997. Mr. Ratner also serves as a director of the Garden of Dreams Foundation.Foundation and Co-Chairman of the board of Winview Games, a startup focused on mobile two-screen synchronized televised sports games for prizes in the United States.

Key Skills & Experience: In light of his experience in various positions with the Company and its predecessors, since 1993, including as the Company’s Vice Chairman and President and Chief Executive Officer, and the knowledge and experience he has gained about the Company’s business and contributions he has made during his tenure as vice chairmana director of the Company and Vice Chairman of Cablevision, our Board has concluded that Hank J. Ratner should serve as a director of the Company.

BRIAN G. SWEENEY —– Age 5152

Director since February 9, 2010

Mr. Sweeney isserved as the President of Cablevision since April 2014 and the Chief Financial Officer of Cablevision sincebeginning in March 2015.2015 until its sale in June 2016. Previously, Mr. Sweeney served as the President of Cablevision

beginning in April 2014. He was Senior Executive Vice President, Strategy and Chief of Staff of Cablevision from January 2013 to April 2014; Senior Vice President — Strategic Software Solutions of

Cablevision from June 2012 to January 2013; and Senior Vice President — eMedia of Cablevision from January 2000 to June 2012. Mr. Sweeney serves as a director of Cablevision, AMC Networks and MSG.MSG and previously served as a director of Cablevision until its sale in June 2016. Brian G. Sweeney is the son-in-law of Charles F. Dolan, the brother-in-law of James L. Dolan and Thomas C. Dolan, the uncle of Quentin F. Dolan, and the cousin by marriage of Paul J. Dolan.

Key Skills & Experience: In light of his experience in various positions with Cablevision, since 1993, as well as the knowledge and experience he has gained about the Company’s business and contributions he has made during his tenure as a director of the Company, Cablevision, AMC Networks, MSG and MSG,Cablevision, our Board has concluded that Brian G. Sweeney should serve as a director of the Company.

BOARD OF DIRECTORS

Term of Office and Attendance at Board Meetings

The term of office of our directors will expire at the annual meeting of stockholders on December 11, 2015,15, 2016, at which time our stockholders will vote on each director’s re-electiondirector nominee’s election for a term to expire at the annual meeting of the Company’s stockholders in 20162017 and once their successors have been elected and qualified. See “Proposal 1 — Election of Directors.” The business address for each director is c/o MSG Networks Inc., 11Eleven Pennsylvania Plaza, New York, NY 10001. Each director is a citizen of the United States. We encourage our directors to attend annual meetings of stockholders and believe that attendance at annual meetings is justequally as important as attendance at meetings of the Board. ThreeAll of the five incumbent directors, who were on the Board during the 2015 fiscal yearexcept two, attended the 20142015 annual stockholders meeting.

The Board met tensix times during the fiscal year ended June 30, 20152016 and all of the directors who were on the Board during such time attended at least 75% of the meetings of the Board and, as applicable, the committees of the Board on which he or she served.

Director Nominations

The Board has established a nomination mechanism in our Corporate Governance Guidelines for the selection of nominees for election as directors by the holders of our Class A Common Stock (“Class A Directors”) and by the holders of our Class B Common Stock (“Class B Directors”). Nominees for election as Class A Directors are recommended to the Board by a majority of the independent Class A Directors then in office. Nominees for election as Class B Directors are recommended to our Board by a majority of the Class B Directors then in office. Our Certificate of Incorporation provides holders of the Company’s Class B Common Stock the right to elect up to 75% of the members of our Board and holders of Class A Common Stock the right to elect up to 25% of the members of our Board. We believe that creating a nominating committee responsible for recommending nominees for election as directors would be inconsistent with the vested rights of the holders of Class B Common Stock.

Director Selection

Our directors have not set specific, minimum qualifications that nominees must meet in order for them to be nominated for election to the Board, but rather believe that each nominee should be evaluated based on his or her individual merits, taking into account, among other matters, the factors set forth in our Corporate Governance Guidelines under “Board Composition” and “Selection of Directors.” Those factors include:

The Class A Directors will evaluate possible candidates to recommend to the Board for nomination as Class A Directors and suggest individuals for the Board to explore in more depth. The Board also considers nominees for Class A Directors recommended by our stockholders. Nominees recommended by stockholders are given appropriate consideration in the same manner as other nominees. Stockholders who wish to submit nominees for consideration by the Board for election at our 20162017 annual meeting of stockholders may do so by submitting in writing such nominees’ names, in compliance with the procedures and along with other information required by the Company’s Amended By-laws. See “Other Matters—Matters — Stockholder Proposals for 20162017 Annual Meeting.”

The Class B Directors will consult from time to time with one or more of the holders of Class B Common Stock to assureensure that all Class B Director nominees recommended to the Board are individuals who will make a meaningful contribution as Board members and will be individuals likely to receive the approving vote of the holders of a majority of the outstanding Class B Common Stock. The Class B Directors do not intend to consider unsolicited suggestions of nominees by holders of our Class A Common Stock. We believe that this is appropriate in light of the voting provisions of our Amended and Restated Certificate of Incorporation which vest exclusively inprovides the holders of our Class B Common Stock the exclusive right to elect our Class  B Directors.

Board Leadership Structure

Our Board has chosen to separate the roles of Executive Chairman of the Board and Chief Executive Officer. The Board believes that this is the optimal leadership structure as it recognizes both Mr. James L. Dolan’s senior executive role with the Company as well as his leadership position on the Company’s Board while the Company is also able to benefit from the experience of its President and Chief Executive Officer, Ms.  Andrea Greenberg, with responsibility for day-to-day management of the Company.

Risk Oversight

The Company’s Board believes that risk oversight is an important Board responsibility. The Audit Committee takes the lead on behalf of the Board in this risk oversight role. The Audit Committee discusses guidelines and policies governing the process by which the Company’s management assesses and manages the Company’s exposure to risk, and discusses the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. The Compensation Committee considers the Company’s exposure to risk in establishing and implementing our executive compensation programs. The Compensation Committee, with the assistance of its independent compensation consultant, reviewed the level of risk incentivized by the Company’s executive compensation program as well as incentive programs below the executive level. Based on this assessment and the executive compensation program’s emphasis on long-term performance, its close connection to Company-wide and divisional performance and its equity-based component designed to align the executives’ compensation with the Company’s long-term strategy and growth, the Compensation Committee determined that our executive compensation programs do not create incentives for excessive risk-taking that are reasonably likely to have a material adverse effect on the Company.

Director Compensation

Each non-employee director receives a base fee of $50,000 per year; $2,000 per Board, committee or committeenon-management director meeting attended in person; and $500 per Board, committee or non-management

director meeting attended by telephone. Non-employee directors also receive $10,000 annually per committee chairmanship or $5,000 annually per committee membership. In addition, we reimburse our directors for reasonable expenses in connection with attendance at Board, committee and stockholder meetings. A director who is a Company employee receives no compensation for serving as a director.

We also pay our non-employee directors compensation in restricted stock units. On the day of the annual stockholder’s meeting, each non-employee director receives an annual grant of restricted stock units for the number of shares of common stockClass A Common Stock equal to $110,000 based on the average closing price over the twenty20-day trading day period concluding on the previous day. The restricted stock units the non-employee directors receive are fully vested on the date of grant.

Our non-employee directors are required to hold all such restricted stock units until the first business day following 90 days after service on the Board ceases (other than in the event of a director’s death)death, in which case they are settled as soon as practicable), at which time they are settled in stock, or at the Compensation Committee’s election, in cash. Such compensation is made pursuant to the Company’s 2010 Stock Plan for Non-Employee Directors, as amended.amended, which was most recently approved by the Company’s stockholders on December 11, 2015 and is administered by the Compensation Committee. In connection with the MSG Distribution, each holder of a director restricted stock unit received one share of MSG Class A Common Stock in respect of every three restricted stock units owned on the record date and continues to be entitled to a share of our Class A Common Stock (or cash or other property) in accordance with the award agreement.

Historically,Prior to the MSG Distribution, in order for our directors to develop an intimate familiarity with the different types of events presented at our venues, the services and support offered to patrons at our events and the characteristics and features of our venues, the Company has made available to each of our non-employee directors without charge up to two tickets per event for up to eight events per calendar year, subject to availability. Director attendance at such events had been integrally and directly related to the performance of their duties and, as such, we diddo not deem the receipt of such tickets to be perquisites. These ticket limitations did not apply to special events to which non-employee directors and their guests may have been specifically invited from time to time in their capacity as non-employee directors of the Company (e.g., charity concerts, premieres, etc.). In addition, non-employee directors had been able to purchase tickets to events from the Company at face value, subject to availability. Tickets provided to non-employee directors were not available for resale. Effective as of the MSG Distribution, the Company no longer makes such tickets available to our non-employee directors.

Director Compensation Table

The table below summarizes the total compensation paid to or earned by each person who served as a non-employee directorsdirector during the fiscal year ended June 30, 2015.2016. Directors who are employees of the Company receive no compensation for service as directors.

(5)(4)

There was no other compensation granted toIn connection with the MSG Distribution, Messrs. William J. Bell, Eugene F. DeMark, Quentin F. Dolan, Paul J. Dolan, Joel M. Litvin and Hank J. Ratner were elected directors duringof the fiscal year ended JuneCompany effective September 30, 2015.

Board Committees

Our board has two standing committees: the Audit Committee and the Compensation Committee.

Audit Committee

Our Audit Committee met nine times

The Board expects that Mr. Lhota will replace Mr. DeMark as a member and the 2015 fiscal year,Chair of the Audit Committee consistedfollowing the 2016 annual meeting if Mr. Lhota is elected to the Board by the holders of Messrs. Parsons, Schwartz and Tese. The Audit Committee currently consists of Messrs. DeMark (Chair), Litvin and Sykes. Class A Common Stock.

The primary purposes and responsibilities of our Audit Committee are to: (a) 

As discussed above, our Board has determined that each member of our Audit Committee, as well as Mr. Lhota, is “independent” within the meaning of the rules of both the NYSE and the SEC, and that each has not participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years and is able to read and understand fundamental financial statements, including balance sheets, income statements and cash flow statements. Our Board has also determined that Mr.each of Messrs. DeMark and Lhota is an “audit committee financial expert” within the meaning of the rules of the SEC.

Our Board has established a procedure whereby complaints or concerns with respect to accounting, internal controls, auditing and other matters may be submitted to the Audit Committee. This procedure is described under “Corporate Governance — Communicating with Our Directors.”

The text of our Audit Committee charter is available on our website atwww.msgnetworks.com. A copy may be obtained by writing to MSG Networks Inc., Corporate Secretary, Eleven Pennsylvania Plaza, New York, NY 10001.

Compensation Committee

Our Compensation Committee met 11 times

The Board expects that Mr. Lhota will replace Mr. DeMark as a member the Compensation Committee consistedfollowing the 2016 annual meeting if Mr. Lhota is elected to the Board by the holders of Messrs. Schwartz, Sperling and Tese. The Compensation Committee currently consists of Messrs. DeMark, Litvin and Sykes (Chair). Class A Common Stock.

The primary purposes and responsibilities of our

Compensation Committee are to: (a) 

The Compensation Committee reviews the performance of the Senior Employees, evaluates their performance in light of those goals and objectives and determines and approves the Senior Employees’ compensation level based on this evaluation. In determining the long-term incentive component of our Chief Executive Officer’s compensation, the Compensation Committee considers, among other factors, the Company’s performance and relative stockholder return, the value of similar incentive awards to Chief Executive Officers at comparable companies and the awards given to the Chief Executive Officer in past years. As discussed above, our Board has determined that each member of our Compensation Committee, as well as Mr. Lhota, is “independent” under the rules of the NYSE.

The Compensation Committee may, in its discretion, delegate a portion of its duties and responsibilities to one or more subcommittees of the Compensation Committee. For example, the Compensation Committee may delegate the approval of certain transactions to a subcommittee consisting solely of members of the Compensation Committee who are (i) “non-employee directors” for the purposes of Rule 16b-3 of the Exchange Act, and (ii) “outside directors” for the purposes of Section 162(m) of the Internal Revenue Code as(“Code Section 162(m)”). The Compensation Committee may also engage outside compensation consultants to assist in effect from time to time. the performance of its duties and responsibilities.

The text of our Compensation Committee charter is available on our website at www.msgnetworks.com.www.msgnetworks.com. A copy may be obtained by writing to MSG Networks Inc., Corporate Secretary, 11Eleven Pennsylvania Plaza, New York, New YorkNY 10001.

The Compensation Committee reviews the performance of the Senior Employees, evaluates their performance in light of those goals and objectives and, either as a committee or together with the other independent directors (as directed by the Board), determines and approves the Senior Employees’ compensation level based on this evaluation. In determining the long-term incentive component of Chief Executive Officer compensation, the Compensation Committee considers, among other factors, the Company’s performance and relative stockholder return, the value of similar incentive awards to Chief Executive Officers at comparable companies and the awards given to the Chief Executive Officer in past years.

As discussed above, our Board has determined that each member of our Compensation Committee is “independent” under the rules of NYSE.

Compensation Committee Interlocks and Insider Participation

Messrs. Alan D. Schwartz, Scott M. SperlingDeMark, Litvin and Vincent Tese servedSykes serve as members of the Compensation Committee during the fiscal year ended June 30, 2015. NeitherCommittee. None of them is a current or a former officer or employee of the Company. Messrs. DeMark, Litvin and Sykes currentlyMr. Lhota, who is expected to serve as members ofon the Compensation Committee. Neither of them is a current or a former officer or employee ofCommittee following the Company.

Absence of Nominating Committee

As permitted under NYSE rules, we do not have a nominating committee. We believe that it is appropriate not to have a nominating committee because of our stockholder voting structure. Under the terms of our Amended and Restated Certificate of Incorporation, the holders of our Class B Common Stock currently have the right to elect up to 75% of the members of our Board. We believe that creating a committee consisting solely of independent directors charged with responsibility for recommending nominees for election as directors would be inconsistent with the vested rights of the holders of Class B Common Stock under our Amended and Restated Certificate of Incorporation. Instead, our Corporate Governance Guidelines provide a mechanism for the selection of nominees for election as directors by the holders of our Class A Common Stock (“Class A Directors”) and by the holders of our Class B Common Stock (“Class B Directors”). The holders of our Class A Common Stock are currently entitled to elect 25% of the members of our Board. Under our Corporate

Governance Guidelines, nominees for election as Class A Directors shall be recommended2016 annual meeting if elected to the Board by the Class A Directors then in office who were elected by the holders of our Class A Common Stock. Nominees for election as Class B Directors shall be recommended to our Board by the Class B Directors then in office who were elected by the holdersStock, was a former employee of the Class B Common Stock.Company from June 2, 2010 to November 9, 2011.

Other CommitteesBoard Committee Matters

In addition to standing committees, the Company has adopted a policy whereby a committee of our Board consisting entirely of independent directors (an “Independent Committee”) will review and approve or take such other action as it may deem appropriate with respect to transactions involving the Company and its subsidiaries in which any director, executive officer, greater than 5% stockholder of the Company or any other “related person” (as defined in Item 404 of Regulation S-K adopted by the SEC) has or will have a direct or indirect material interest. This approval requirement covers any transaction that meets the related party disclosure requirements of the SEC as set forth in Item 404, which currently apply to transactions (or any series of similar transactions) in which the amount involved exceeds $120,000.

In addition, ourOur Board has also adopted a special approval policy for transactions with Cablevision, MSG and AMC Networks and their respective subsidiaries whether or not such transactions qualify as “related party” transactions described above. Under this policy, the Independent Committee oversees approval of all transactions and arrangements between the Company and its subsidiaries, on the one hand, and each of Cablevision and its subsidiaries, MSG and its subsidiaries and AMC Networks and its subsidiaries, on the other hand, in which the amount exceeds $120,000. This policy also applied to transactions with Cablevision and its subsidiaries until the sale of Cablevision to Altice N.V. on June 21, 2016 at which time the policy was amended to eliminate references to Cablevision. To simplify the administration of the approval process under this policy, the Independent Committee may, where appropriate, establish guidelines for certain of these transactions.

Currently, and throughout our fiscal year ended June 30, 2015,2016, our Audit Committee (which consisted solely of directors elected by the Class A stockholders)Directors) served as the Independent Committee under the above policies. For a further discussion of the scope of these policies, see “Related Party Transaction Approval Policy.”

In connection with the MSG Distribution, our Board formed a special committee consisting of Richard Parsons and Scott Sperling to consider the corporate governance arrangements for MSG. The special committee met 4 times during the fiscal year ended June 30, 2015.

Our Amended By-laws permit us to form an Executive Committee of the Board which would have the power to exercise all of the powers and authority of the Board in the management of the business and affairs of the Company, except as limited by the Delaware General Corporation Law. Our Board has not formed an Executive Committee, although it could do so in the future.

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee, comprised of independent members of the Board, has appointed KPMG LLP (“KPMG”) as our independent registered public accounting firm (the independent auditors) with respect to our operations for the fiscal year ending June 30, 2016.2017. KPMG will audit our financial statements for the fiscal year ending June 30, 2016.2017. Representatives of KPMG will be present at the annual meeting. Those representatives will have the opportunity to make a statement if they desire to do so and will answer appropriate questions. Even if the selection is ratified, the Audit Committee may in its discretion select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

We are asking that you ratify the appointment of KPMG, although your ratification is not required. Approval of this proposal requires the favorable vote of the majority of the votes cast by the holders of Class A Common Stock and Class B Common Stock, voting together as a single class. In accordance with our Amended and Restated Certificate of Incorporation, holders of Class A Common Stock will have one vote per share and holders of Class B Common Stock will have ten votes per share.

The Board unanimously recommends that you vote FOR this proposal.

AUDIT COMMITTEE MATTERS

The following table provides information about fees for services rendered by KPMG, our independent registered public accounting firm, for our fiscal years ended June 30, 20152016 and June 30, 2014,2015, respectively:

The Audit Committee’s policy requires that the Audit Committee pre-approve audit and non-audit services performed by the independent registered public accounting firm. The Audit Committee may delegate its pre-approval authority to its Chairman provided that any such services are subsequently ratified by the entire Audit Committee. In addition, the Chief Financial Officer may approve the engagement of the independent registered public accounting firm for audit-related, tax and non-audit services not to exceed $50,000 per engagement provided that such engagement does not impair the external auditor’s independence and is ratified by the Audit Committee at the next Audit Committee meeting. All of the services for which fees were disclosed were pre-approved under the Audit Committee’s pre-approval policy.

REPORT OF AUDIT COMMITTEE

The Audit Committee assists the Board in its oversight of the Company’s financial reporting, internal controls, and audit functions. As set forth in the charter of the Audit Committee, management of the Company is responsible for the preparation, presentation and integrity of the Company’s financial statements, the Company’s accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. ForDuring the first quarter of the fiscal year ended June 30, 2015,2016, the Company had a full-timefull time Internal Audit Department that reported to the Audit Committee and management. This departmentEffective as of September 30, 2015, the Company’s Internal Audit function is provided to the Company by the Internal Audit Department of MSG through a transition services agreement with MSG. The Internal Audit function provided the Audit Committee and management an independent review function, including reviewing and evaluating the adequacy, effectiveness, and quality of the Company’s system of internal controls. Following the MSG Distribution, the internal audit function is being provided to the Company by The Madison Square Garden Company through a transition services arrangement.

The Company’s independent registered public accounting firm, KPMG, LLP (“KPMG”) is responsible for auditing the Company’s financial statements and internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and expressing an opinion on the conformity of the consolidated financial statements to U.S. generally accepted accounting principles (“U.S. GAAP”) and on the effectiveness of the Company’s internal control over financial reporting.

In the performance of its oversight function, the Audit Committee has reviewed and discussed with management and KPMG the audited financial statements and its evaluation of the Company’s internal control over financial reporting. The Audit Committee discussed with KPMG the matters required to be discussed pursuant to Public Company Accounting Oversight Board Auditing Standard No. 16 (Communications with Audit Committees). The Audit Committee received the written disclosures and the letter from KPMG required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee regarding independence, and the Audit Committee discussed with KPMG the firm’s independence. All audit and non-audit services performed by KPMG must be specifically approved by the Audit Committee or a member thereof.by its Chairman (and subject to ratification by the full committee).

As part of its responsibilities for oversight of the risk management process, the Audit Committee has reviewed and discussed the Company’s risk assessment and risk management framework, including discussions of individual risk areas as well as a summary of the overall process.

The Audit Committee discussed with the Company’s Internal Audit Departmentfunction and KPMG, the overall scope of and plans for their respective audits. For the fiscal year ended June 30, 2015,2016, the Audit Committee met with the Senior Vice Presidenthead of the Internal Audit and ComplianceDepartment of MSG (who oversees the provision of internal audit services to the Company under our transition services agreement with MSG) and representatives of KPMG, in regular and executive sessions, to discuss the results of their examinations related to the Company, the evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting and compliance programs.

Based upon the reports, reviews and discussions described in this report, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s 20152016 Form 10-K that was filed with the SEC. Messrs. Parsons, Schwartz and Tese, as members

Members of the Audit Committee participated in the Audit Committee’s recommendation but they ceased to serve as directors of the Company prior to the date of this proxy statement. Messrs.

Eugene F. DeMark and(Chair)

Joel M. Litvin had not joined our Board at the time of the Audit Committee’s recommendation.

Member of the Audit Committee

John L. Sykes

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis presents historicalprovides a discussion of our compensation philosophy and current information and analysis related to2016 compensation programs for ourthe following named executive officers (“(the “current NEOs”). For purposes:

Compensation Disclosure Considerations Related to the Separation of this Compensation DiscussionMSG and Analysis, our NEOs are James L. Dolan, Thomas S. Smith, Jr., Donna Coleman, Sean R. Creamer, Robert M. Pollichino, Lawrence J. Burian, Joseph F. YospeMSG Networks

On September 11, 2015 The Madison Square Garden Company (NYSE: MSG) spun off its entertainment and Robert J. Lynn.

Mr. Smith resigned as President and Chief Executive Officer of the Company on March 13, 2015, at which time Mr. James Dolan, the Executive Chairman of the Company, assumed his responsibilities pending the appointment ofsports businesses into a successor to Mr. Smith. Mr. David O’Connor was appointed the Company’s President and Chief Executive Officer effective as of July 15, 2015. Ms. Andrea Greenberg replaced Mr. O’Connor as President and Chief Executive Officer of the Company in connection with theseparately publicly traded company, MSG Distribution.

Mr. Creamer was appointed the Company’s Executive Vice President & Chief Financial Officer effective as of September 1, 2014, replacing Mr. Pollichino, who ceased serving as the Chief Financial Officer on that date and who retired from the Company on January 1, 2015. Mr. Creamer resigned as the Company’s Executive Vice President & Chief Financial Officer effective as of May 4, 2015. Ms. Coleman was appointed to succeed Mr. Creamer as the Company’s Interim Chief Financial Officer effective May 5, 2015. Mr. Bret Richter replaced Ms. Coleman as Executive Vice President and Chief Financial Officer of the Company in connection with the MSG Distribution.

Spinco, Inc. In connection with the separation, The Madison Square Garden Company changed its name to MSG Networks, Inc. (NYSE: MSGN) and MSG Spinco, Inc. assumed the name The Madison Square Garden Company (NYSE: MSG).

Three former officers who did not continue as officers following the MSG Distribution, Messrs.Mr. David O’Connor, Ms. Donna Coleman and Mr. Joseph F. Yospe (the “Former Executives” and Lynn and Ms. Coleman transferred their employment to MSG, andtogether with the current NEOs, collectively, the “NEOs”), are no longer employed by the Company. also deemed named executive officers under SEC rules.

Messrs. Dolan and Burian serve as officers and employees of each of the Company and MSG. The compensation of Messrs. Dolan and Burian related to their employment by MSG is not reflected herein (for more information regarding the respective compensation of Messrs. Dolan and Mr. Dolan also serves as an officer of Cablevision.Burian by MSG, see MSG’s Definitive Proxy Statement, filed with the SEC on October 27, 2016).

This Compensation Discussion and Analysis describes the specific arrangements that the Company had in place for our NEOs in the fiscal year ended June 30, 2015,2016, as well as a discussion of our compensation philosophy for the NEOs with respect to that year. Accordingly, the compensation data of Messrs. O’Connor, Richter and Ms. Greenberg are not presented in this Compensation Discussion and Analysis, and the compensation data of Messrs. Smith, Creamer and Pollichino areFormer Executives is presented in this Compensation Discussion and Analysis solely because each such Former Executive was either a principal executive officer, or principal financial officer, or one of the three most highly compensated executive officers, for a portion of the year.

Executive Summary

Business Overview

MSG Networks Inc., an industry leader in sports production, and content development and distribution, owns and operates two award-winning regional sports and entertainment networks, MSG Network (“MSGN”) and MSG+, collectively “MSG Networks.” For more than 40 years, we have been a pioneer in regional sports television, setting a standard of excellence, creativity and technological innovation. Today, our exclusive award-winning programming continues to be a valuable differentiator for our viewers, advertisers and the cable, satellite, telephone and other platforms that distribute our networks. Our networks are widely distributed throughout our territory, which includes all of New York State and significant portions of New Jersey and Connecticut, as well as parts of Pennsylvania. Our networks are also carried nationally by certain distributors on sports tiers or in similar packages.

Executive Compensation Program Objectives and Philosophy

The Company competes for Messrs. Dolan, Smith, Creamer, Pollichino, Buriantalent among a wide array of media and Yospe,entertainment companies. Our NEOs have substantial and Ms. Coleman was subjectmeaningful professional experience in the industry in which the Company operates.

The Company places great importance on its ability to their respective employment agreementsattract, retain, motivate and reward experienced executive officers who can continue to drive our business objectives and achieve strong financial, operational and stock price performance. The Compensation Committee has designed executive compensation policies and programs that are consistent with, explicitly linked to, and supportive of, the Company. Mr. Lynn was not party to an employment agreement with the Company. Information concerningstrategic objectives of growing the Company’s employment, retirementbusinesses and separation agreementsmaximizing stockholder value.

Our Compensation Committee has designed a program that reflects four key overarching executive compensation principles:

In designing the NEOs is set forth below under “Executiveexecutive compensation program, the Compensation Tables — Employment, RetirementCommittee seeks to fulfill these objectives by maintaining appropriate balances between (1) short-term and Separation Agreements.”long-term compensation, (2) cash and equity compensation, and (3) performance-based and service-based compensation.

OverviewElements of Executive Compensation Program

The CompanyMSG Networks compensates its NEOs through salary, annual incentive awards, long-term incentive awards, perquisites and fringe benefit programs. Our annual and long-term incentive programs provide performance-based incentives for our management tied to key financial measures that drive stockholder value and reward sustained achievement of the Company’s key financial goals.

For the year ended June 30, 2016, the Compensation Committee replaced cash performance awards with performance stock units in the long-term incentive program and adjusted the vesting schedule of restricted stock units from three-year cliff-vesting to ratable vesting over three years. The Committee believes that this shift to 50% performance stock units and 50% restricted stock units:

The table below summarizes the elements of our fiscal 2016 compensation program and how each element supports the Company’s compensation objectives:

Compensation Program Practices and Policies

The following discussion describes the practices and policies implemented by the Compensation Committee during the year ended June 30, 2016. For the 2016 fiscal year, compensation for the Former Executives was subject to employment agreements approved by the Compensation Committee of the pre-MSG Distribution combined Company. Compensation for the current NEOs (other than Mr. Dolan) was subject to employment agreements approved by the Company’s Compensation Committee in connection with the MSG Distribution. Mr. Dolan’s compensation was previously subject to an employment agreement that was entered into before the Cablevision Distribution and approved by Cablevision’s compensation committee (although the term of that agreement expired on December 31, 2014, certain provisions, including provisions relating to termination of employment, survived such expiration). On September 16, 2016, the Company and Mr. Dolan entered into a new employment agreement. Information concerning the Company’s employment agreements with the NEOs is set forth below.

The Compensation Committee considered the results of its most recent (2014) advisory “say-on-pay” proposal and incorporated such results as one of many factors in its assessment and development of the

compensation program. Because the compensation described in our 2014 proxy statement was approved on an advisory basis by a substantial majority of shares voted (including substantial majorities of each of the Class A Common Stock and the Class B Common Stock voted), the result of such vote was not a contributing factor to the changes to our executive compensation program.

Performance Objectives

As described below under “— Elements of Our Compensation Program,” performance-based incentive compensation is an important element of the Company’s executive compensation program.

Generally, the performance objectives for the Company’s incentive compensation have been based on revenues and on the adjusted operating cash flow, or “AOCF.” The Company considers these performance objectives to be key measures of the Company’s operating performance.

The Company defines AOCF, which is a non-U.S. GAAP financial measure, as operating income (loss) before (i) depreciation, amortization and impairments of property and equipment and intangible assets, (ii) share-based compensation expense or benefit, (iii) restructuring charges or credits and (iv) gains or losses on sales or dispositions of businesses. Because it is based on operating income (loss), AOCF also excludes interest expense (including cash interest expense) and other non-operating income and expense items. At the time of grant of an award, the performance measures used may contemplate certain potential future adjustments and exclusions.

Tally Sheets

In setting compensation levels for the year ended June 30, 2016, the Compensation Committee reviewed tally sheets prepared by the compensation consultant for those NEOs who had been compensated as officers in the prior fiscal year, setting forth all components of compensation payable, and the benefits accruing, to the NEOs with respect to the prior fiscal year, including all cash compensation, benefits, perquisites and the current value of outstanding equity-based awards. The tally sheets also set forth potential payouts to the NEOs upon various termination scenarios.

Determining Compensation Levels; Benchmarking

As part of the Compensation Committee’s review of the total compensation for the year ended June 30, 2016, the compensation consultant assisted the Compensation Committee in: (1) determining if a peer group should be used for comparative purposes, (2) assessing executive compensation in light of internal and external considerations and (3) reviewing the Company’s equity and cash-based executive incentive programs, taking into account evolving market trends. The Compensation Committee, in consultation with the compensation consultant considered broad market data (industry-related and general industry data) and multiple broad-based compensation surveys in order to appropriately assess compensation levels.

For the fiscal year ended June 30, 2016, the Compensation Committee, in consultation with the compensation consultant, determined not to utilize a peer group or target positioning in determining compensation given the limited number of comparable publicly-traded companies.

Besides the market data listed above, the Compensation Committee considered internal information (historical compensation, job responsibility, experience, parity among executive officers, contractual commitments and attraction and retention of talent) to determine compensation.

Role of the Compensation Committee

Our Compensation Committee administers our executive compensation program. The responsibilities of the Compensation Committee are set forth in its charter. Among other responsibilities, the Compensation Committee (1) establishes our general compensation philosophy and, in consultation with management, oversees the development and implementation of compensation programs; (2) reviews and approves corporate goals and

objectives relevant to the compensation of our executive officers who are required to file reports with the SEC under Section 16(a) of the Exchange Act, evaluates their performance in light of those goals and objectives, and

determines and approves their respective compensation level based on this evaluation; (3) oversees the activities of the committee or committees administering our retirement and benefit plansplans; and (4) administers our stockholder-approved compensation plans. For more information about the Compensation Committee, please see “Board of Directors — Board Committees — Compensation Committee.”

Role of the Independent Compensation ConsultantTally Sheets

The Compensation Committee has authority under its charter to engage outside consultants to assist in the performance of its duties and responsibilities. Our Compensation Committee utilizes the services of an independentIn setting compensation consultant to assist in determining whether the elements of our executive compensation program are reasonable and consistent with our objectives.

ClearBridge Compensation Group LLC (the “compensation consultant”) serves as the independent compensation consultant to the Compensation Committee. The compensation consultant reports directly to the Compensation Committee and, at the request of the Compensation Committee, the compensation consultant meets with members of management from time to time for purposes of gathering information on management proposals and recommendations to be presented to the Compensation Committee.

The compensation consultant provided the following services to the Compensation Committee during the year ended June 30, 2015:

During the 2015 fiscal year, the compensation consultant provided no other services to the Company.

The Compensation Committee charterlevels for the year ended June 30, 2015 required2016, the Compensation Committee to consider NASDAQ independence factors before receiving advice from an advisor, despite the fact that such independence rules are not applicable to controlled companies. Following such consideration, the Compensation Committee concluded thatreviewed tally sheets prepared by the compensation consultant satisfiesfor those NEOs who had been compensated as officers in the independence requirementsprior fiscal year, setting forth all components of compensation payable, and the benefits accruing, to the NEOs with respect to the prior fiscal year, including all cash compensation, benefits, perquisites and the current value of outstanding equity-based awards. The tally sheets also set forth potential payouts to the NEOs upon various termination scenarios.

Determining Compensation Levels; Benchmarking

As part of the NASDAQ rules. In addition,Compensation Committee’s review of the Compensation Committee believes that thetotal compensation consultant’s work did not raise any conflict of interest duringfor the year ended June 30, 2015. In reaching this conclusion,2016, the compensation consultant assisted the Compensation Committee in: (1) determining if a peer group should be used for comparative purposes, (2) assessing executive compensation in light of internal and external considerations and (3) reviewing the Company’s equity and cash-based executive incentive programs, taking into account evolving market trends. The Compensation Committee, in consultation with the compensation consultant considered broad market data (industry-related and general industry data) and multiple broad-based compensation surveys in order to appropriately assess compensation levels.

For the fiscal year ended June 30, 2016, the Compensation Committee, in consultation with the compensation consultant, determined not to utilize a peer group or target positioning in determining compensation given the limited number of comparable publicly-traded companies.

Besides the market data listed above, the Compensation Committee considered the same rules regarding advisor independence.

Role of Executives in Determining Compensation

The Compensation Committee reviews the performance and compensation of the Executive Chairman and the President and Chief Executive Officer and, following discussions with the compensation consultant, establishes each of their compensation. Senior management of the Company assists the Compensation Committee and the compensation consultant as described in this Compensation Discussion and Analysis, and provides to the Compensation Committee, either directly or through the compensation consultant, management’s recommendations on the compensation for executive officers other than the Executive Chairman and the President and Chief Executive Officer. Other members of management provide support to the Compensation Committee as needed. Based upon a review of performance and historical compensation, recommendations and information from members of management, and discussions with the compensation consultant, the Compensation Committee determines and approves compensation for the executive officers.

Executive Compensation Program Objectives and Philosophy

During the 2015, fiscal year, the Company was a fully-integrated sports, entertainment and media business comprised of dynamic and powerful brands. We operate in specialized industries and our NEOs have a combined total of more than 100 years of professional experience in the industries in which the Company operates. The Company places great importance on its ability to attract, retain, motivate and reward experienced executive officers who can continue to drive our business objectives and achieve strong financial, operational and stock price performance. The Compensation Committee has designed executive compensation policies and programs that are consistent with, explicitly linked to, and supportive of, the strategic objectives of growing the Company’s businesses and maximizing stockholder value.

Our Compensation Committee has designed a program that reflects four key overarchingadministers our executive compensation principles:

In designing the executive compensation program,plans. For more information about the Compensation Committee, seeks to fulfill these objectives by maintaining appropriate balances between (1) short-term and long-term compensation, (2) cash and equity compensation and (3) performance-based and non-performance-based compensation.

Compensation Practices and Policies

General

The following discussion describes the practices and policies implemented by the Compensation Committee during the year ended June 30, 2015. In the case of Mr. Dolan, his compensation for the first half of the year ended June 30, 2015 was subject to an employment agreement that was entered into before the Distribution and approved by Cablevision’s compensation committee (though the term of that agreement expired on December 31, 2014, certain provisions, including provisions relating to termination of employment, survive such expiration). For the 2015 fiscal year, compensation for each of Messrs. Smith, Creamer, Pollichino, Burian, and Yospe and Ms. Coleman was subject to employment agreements approved by the Compensation Committee (as amended and restated in June 2015 in the case of Mr. Burian). Additionally, Messrs. Creamer and Pollichino entered into agreements with the Company that governed the terms of their separation and retirement, respectively, from the Company. Information concerning the Company’s employment agreements with the NEOs, as well as these separation and retirement agreements, is set forth below.

The Compensation Committee considered the results of the 2014 advisory “say-on-pay” proposal and incorporated such results as one of many factors in its assessment and development of the compensation program. Because the compensation described in our 2014 proxy statement was approved on an advisory basis by a substantial majority of shares voted (including substantial majorities of each of the Class A Common Stock and the Class B Common Stock voted), the result of such vote has not contributed to the implementation of any changes to our executive compensation program.

Performance Objectives

As described below under “— Elements of Our Compensation Program,” performance-based incentive compensation is an important element of the Company’s executive compensation program.

Generally, the performance metrics for the Company’s incentive compensation have been based on net revenues and on the adjusted operating cash flow, or “AOCF,” of its business units. The Company considers these performance metrics to be key measures of the Company’s operating performance.

The Company defines AOCF, which is a non-GAAP financial measure, as operating income (loss) before (i) depreciation, amortization and impairments of property and equipment and intangible assets, (ii) share-based compensation expense or benefit, (iii) restructuring charges or credits and (iv) gains or losses on sales or dispositions of businesses. Because it is based on operating income (loss), AOCF also excludes interest expense (including cash interest expense) and other non-operating income and expense items. AOCF of the Company’s business units is based upon the AOCF of the Company’s reporting units less the cost of the Company’s long-term incentive program that is included as an expense of the units. At the time of grant of an award, the performance measures used may contemplate certain potential future adjustments and exclusions.

Tally Sheets

In setting compensation levels for the year ended June 30, 2015,2016, the Compensation Committee reviewed tally sheets prepared by the compensation consultant for those NEOs who had been compensated as officers in the prior fiscal year, setting forth all components of compensation payable, and the benefits accruing, to the NEOs with respect to the prior fiscal year, including all cash compensation, benefits, perquisites and the current value of outstanding equity-based awards. The tally sheets also set forth potential payouts to the NEOs upon various termination scenarios.

Determining Compensation Levels; Benchmarking

As part of the Compensation Committee’s review of the total compensation for the year ended June 30, 2015,2016, the compensation consultant assisted the Compensation Committee in: (1) determining if a peer group should be used for comparative purposes, (2) assessing executive compensation in light of internal and external

considerations and (3) reviewing the Company’s equity and cash-based executive incentive programs, taking into account evolving market trends. The Compensation Committee, in consultation with the compensation consultant considered broad market data (industry-related and general industry data) and multiple broad-based compensation surveys in order to appropriately assess compensation levels.

For the 2015 fiscal year ended June 30, 2016, the Compensation Committee, in consultation with the compensation consultant, also reviewed and considereddetermined not to utilize a peer group or target positioning in determining compensation data fromgiven the following group of 13 companieslimited number of comparable size (as measured by annual revenue) in the same general industry or industries as the Company in order to evaluate the competitiveness and appropriateness of the compensation program: AMC Networks Inc., iHeartMedia, Inc., Cumulus Media Inc., Discovery Communications Inc., Dreamworks Animation Inc., Lions Gate Entertainment CP, Live Nation Entertainment, Inc., Scripps Networks Interactive, Inc., Shaw Communications Inc., Sinclair Broadcast GP, Sirius XM Radio Inc., Starz, and World Wrestling Entertainment Inc. In addition, the Compensation Committee, in consultation with the compensation consultant, considered compensation data from the following group of companies within the broader media industry: CBS Corp.; Cablevision Systems Corporation; Charter Communications Inc.; Comcast Corp.; DirecTV; Dish Network Corp.; Liberty Global PLC; News Corp.; The Walt Disney Company; Time Warner Cable Inc.; Time Warner Inc. and Viacom Inc. When considering our executive compensation in the context of both groups, the Compensation Committee did not target a specific percentage or quartile of compensation at such otherpublicly-traded companies.

Besides the market data listed above, the Compensation Committee considered internal information (historical compensation, job responsibility, experience, parity among executive officers, contractual commitments and attraction and retention of talent) to determine compensation.

Role of the Compensation Committee

Our Compensation Committee administers our executive compensation program. The responsibilities of the Compensation Committee are set forth in its charter. Among other responsibilities, the Compensation Committee (1) establishes our general compensation philosophy and, in consultation with management, oversees the development and implementation of compensation programs; (2) reviews and approves corporate goals and

objectives relevant to the compensation of our executive officers who are required to file reports with the SEC under Section 16(a) of the Exchange Act, evaluates their performance in light of those goals and objectives, and determines and approves their respective compensation level based on this evaluation; (3) oversees the activities of the committee or committees administering our retirement and benefit plans; and (4) administers our stockholder-approved compensation plans. For more information about the Compensation Committee, please see “Board of Directors — Board Committees — Compensation Committee.”

Role of the Independent Compensation Consultant

The Compensation Committee has authority under its charter to engage outside consultants to assist in the performance of its duties and responsibilities. Our Compensation Committee utilizes the services of an independent compensation consultant to assist in determining whether the elements of our executive compensation program are reasonable and consistent with our objectives.

ClearBridge Compensation Group LLC (the “compensation consultant”) serves as the independent compensation consultant to the Compensation Committee. The compensation consultant reports directly to the Compensation Committee and, at the request of the Compensation Committee, the compensation consultant meets with members of management from time to time for purposes of gathering information on management proposals and recommendations to be presented to the Compensation Committee.

The services provided by the compensation consultant to the Compensation Committee during the year ended June 30, 2016 included:

During the 2016 fiscal year, the compensation consultant provided no services to the Company other than those provided to the Compensation Committee.

The Compensation Committee charter for the year ended June 30, 2016 required the Compensation Committee to consider the NASDAQ and NYSE independence factors (the Company switched its listing from

NASDAQ to the NYSE during the year ended June 30, 2016) before receiving advice from an advisor, despite the fact that such independence rules are not applicable to controlled companies. Following such consideration, the Compensation Committee concluded that the compensation consultant satisfies the independence requirements of the NASDAQ and NYSE rules. In addition, the Compensation Committee believes that the compensation consultant’s work did not raise any conflicts of interest during the year ended June 30, 2016. In reaching this conclusion, the Compensation Committee considered the same rules regarding advisor independence.

Role of Executives in Determining Compensation

The Compensation Committee reviews the performance and compensation of the Executive Chairman and the President and Chief Executive Officer and, following discussions with the compensation consultant, establishes each of their compensation. Senior management of the Company assists the Compensation Committee and the compensation consultant as described in this Compensation Discussion and Analysis, and provides to the Compensation Committee, either directly or through the compensation consultant, management’s recommendations on the compensation for executive officers other than the Executive Chairman and the President and Chief Executive Officer. Other members of management provide support to the Compensation Committee as needed. Based upon a review of performance and historical compensation, recommendations and information from members of management, and discussions with the compensation consultant, the Compensation Committee determines and approves compensation for the executive officers.

Elements of Our Compensation Program

Our executive compensation philosophy is reflected in the principal elements of our executive compensation program, each of which is important to the Company’s desire to attract, retain, motivate and reward highly-qualified executive officers. The compensation program included the following key elements for the year ended June 30, 2015:2016: base salary, annual cash incentives, long-term incentives, retirement, health and welfare and other benefits, which are generally provided to all other eligible employees, and additional executive benefits, including post-termination compensation under certain circumstances and certain perquisites, each as described below.

A significant percentage of total direct compensation is allocated to incentive compensation in accordance with the Compensation Committee’s philosophy. The Compensation Committee reviews historical Company compensation, other information provided by the compensation consultant and other factors, such as experience, performance, length of service and contractual commitments, to determine the appropriate level and mix of compensation for executive officers. The allocation between cash and equity compensation and short-term and long-term compensation is designed to provide a variety of fixed and at-risk compensation that is related to the achievement of the Company’s short-term and long-term objectives.

As notedEmployment Agreement Impacts of Spin-off

Compensation for Mses. Greenberg and Darino-Gorski, and Messrs. Richter and Burian was subject to their respective employment agreements with the Company. Mr. Dolan’s prior employment agreement expired on December 31, 2014, but certain provisions, including provisions relating to termination of employment, survived such expiration. On September 16, 2016, Mr. Dolan and the Company entered into a new employment agreement. Employment agreements with Messrs. O’Connor and Yospe, and Ms. Coleman were assigned to MSG in greater detailconnection with the MSG Distribution. Information concerning the Company’s employment agreements with the NEOs is set forth below under “Executive Compensation Tables — Employment Retirement and Separation Agreements,Agreements.”

Mr. Dolan is also employed by MSG as its Executive Chairman and was employed by Cablevision as its Chief Executive Officer and by MSG asuntil its Executive Chairman.sale in June 2016. Additionally, Mr. Burian is also employed by MSG as its Executive Vice President, General Counsel and Secretary. Messrs. Dolan and Burian are separately compensated by Cablevision andreceive separate compensation from MSG as applicable,(and Mr. Dolan received separate compensation from Cablevision) with respect to such employment.

Base Salaries

Our Compensation Committee is responsible for setting the base salaries of the executive officers, which are intended to compensate the NEOs for the day-to-day services performed for the Company. Base salaries for these executives have been set at levels that are intended to reflect the competitive marketplace in attracting and retaining quality executives. The employment agreements between the Company and certain of the executive officers contain a minimum base salary level. For information regarding these minimum base salary levels, please see “Executive Compensation Tables — Employment Retirement and Separation Agreements”

below. The Compensation Committee reviews the salaries of the executive officers at least annually. The Compensation Committee may adjust base salaries for executive officers over time, based on their performance and experience and in accordance with the terms of their employment agreements.

The base salaries paid by the Company to each of Mr. Dolan, Ms. Greenberg, Messrs. Dolan, Smith, Creamer, Pollichino, Burian, YospeO’Connor and Lynn, andRichter, Ms. Coleman, Mr. Burian, Ms. Darino-Gorski, and Mr. Yospe, in the year ended June 30, 20152016 were as follows: $550,000, $1,043,654, $507,692, $425,385, $754,115, $465,516, $357,998$275,000, $736,731, $407,692, $480,377, $802,083, $514,423, $334,907, and $412,500,$127,750, respectively. TheAs previously noted, certain executive officers departed the Company in connection with the MSG Distribution, and thus the base salary paid to each of Messrs. Smith, Creamer and Pollichino and Ms. Coleman reflectthe Former Executives reflects the executive’s employment with the Company for only partthrough the date of the fiscal year.MSG Distribution. See footnote 1 to “Executive Compensation Tables —– Summary Compensation Table” for a more detailed discussion of the base salaries paid during the Company’s fiscal year. Effective September 1, 2014, Messrs. Lynn’s and Yospe’s2016, annual base salaries of Mr. Dolan, Ms. Greenberg, Messrs. Richter and Burian, and Ms. Darino-Gorski were increased to $360,342$1,000,000, $850,000, $653,020, $309,000, and $469,404, respectively, and effective June 1, 2015, Mr. Burian’s annual base salary was increased to $1,000,000. The base salaries for Messrs. Dolan, Smith, Creamer and Pollichino did not change during the year ended June 30, 2015.$360,500, respectively. The Compensation Committee determined salary increases for executive officers after evaluation of Company and individual performance, market pay levels, the range of increases generally provided to the Company’s employees and, to the extent appropriate, management’s recommendations. Additionally, the Compensation Committee considered Mr. Burian’s annual base salary increase in connection with the renewal of Mr. Burian’s employment agreement in June 2015. The employment agreement between the Company and Ms. Coleman entitles Ms. Coleman to a monthly base salary equal to $250,000, which, given Ms. Coleman’s role as Interim Chief Financial Officer of the Company, is in lieu of any eligibility to participate in the Company’s annual or long-term incentive programs.

Annual Cash Incentives

Under our executive compensation program, annual incentive awards are made to executive officers and certain other members of management. Annual incentive awards are designed to link executive compensation directly to the Company’s performance and provide incentives and rewards for excellent business performance during the applicable fiscal year.

Each employee eligible for an annual incentive award is assigned a target award equal to a percentage of that employee’s base salary earned during the applicable fiscal year. The target annual incentive awards are determined based upon the applicable employee’s position, grade level, responsibilities and historical and expected future contributions to the Company. In addition, theeach employment agreement between the Company and certain of the NEOs contains a minimum target annual incentive award level. For information regarding these minimum target annual incentive award levels, see “Executive Compensation Tables — Employment Retirement and Separation Agreements” below.

The Compensation Committee currently reviews the target annual incentive award levels of the executive officers at least annually. The Compensation Committee evaluates each such executive’s performance, experience and, based on their performance and in accordance with the terms of their employment agreements,agreement, the Compensation Committee, in its sole discretion, may revise target annual incentive award levels for the executive officers.officer. Target incentive award levels for the NEOs as a percentage of base salary paid in the year ended June 30, 2015 were as follows: Mr. Dolan —200%; Ms. Greenberg — 200%100%; Mr. Richter — 75%; Mr. Burian — 150%; Ms. Darino-Gorski — 35%. With respect to Ms. Greenberg, such percentage was increased from 60% in connection with her promotion to President and Chief Executive Officer upon the MSG Distribution. Pursuant to their employment agreements, in the event that the MSG Distribution did not occur, the Former Executives would have been entitled to target incentive levels no less than: Mr. O’Connor — 200%; Ms. Coleman — 150%; and Mr. Yospe — 45%; Mr. Lynn — 35% and Mr. Pollichino – 60%. Due to the interim nature

Annual Cash Incentive Awards are granted from one of her service with the Company, Ms. Coleman is not eligible to participate in the Company’s annualour two plans:

June 30, 2015 were granted under the Company’s management performanceBoth annual incentive program (“MPIP”) administered by the Compensation Committee.plans are fully performance-based. The CIP and MPIP plans and 20152016 awards are described in more detail below. Both annual incentive plans are fully performance based.

CIP

The payment of the annual incentive awards under the CIP is conditioned upon the satisfaction of performance objectives established by the Compensation Committee at the beginning of the performance year. Any such performance objective is subject to various adjustments such as for acquisitions and dispositions and investments in new venuesthird-party businesses or business ventures. The performance metricsobjectives for the 20152016 fiscal year annual bonus were established by the Compensation Committee in September 2014.2015. These targets were intended to achieve tax deductibility under Code Section 162(m) for bonuses paid to those NEOs then employed by the Company who are covered by Code Section 162(m).

Upon achievement of the performance objective(s),objectives, each participant is eligible to receive payment of an incentive bonus equal to the lesser of $10 million and two times the NEO’s target annual incentive award, subject to the Compensation Committee’s discretion to reduce the award. In general, under the CIP, regardless of whether the Company achieves, exceeds or fails to achieve its target performance objective(s),objectives, the Compensation Committee has the discretion only to decrease the annual incentive awards if the Company wishes to preserve the Code Section 162(m) deduction.

20152016 Targets and Achievements

For the year ended June 30, 2015,2016, threshold performance for the Company’s AOCF of the business units for the year ended June 30, 2015 was set at $248.8$223.4 million. If AOCF of the business unitsCompany’s AOCF fell below the designated threshold, no incentive payments would be made under the CIP. Given our strong performance, actual AOCF of the business unitsCompany for the year ended June 30, 20152016 equaled $480.8$298.7 million. Such achievement was certified by the Compensation Committee on September 11, 2015.August 12, 2016. Despite this strong performance, the Compensation Committee determined to apply negative discretion under the CIP (except for Mr. Burian’s annual incentive award) to bring payouts generally in line with calculated payouts under the MPIP for eligible individuals who hold corporate positions (as described below)., except for Mr. Burian and Ms. Darino-Gorski, for whom the Compensation Committee elected to apply less negative discretion in recognition of Mr. Burian’s efforts with regards to the MSG Distribution and Ms. Darino-Gorski’s personal performance. On September 11, 2015,15, 2016, the annual incentive awards for the year ended June 30, 20152016 were approved to be paid by the Company to the eligible current NEOs as follows: Mr. Dolan — $1,397,000;$330,973; Ms. Greenberg — $872,716; Mr. Richter — $469,749; Mr. Burian —$576,327; and Ms. Darino-Gorski — $177,832. In addition, the Company was responsible for a portion of the liability related to bonuses paid by MSG to certain of its employees for the 2016 fiscal year (33% of amounts accrued as of the MSG Distribution Date), including Messrs. Dolan and Burian, and the Former Executives. Amounts paid by the Company in respect of such Former Executives are as follows: Mr. Dolan — $93,752; Mr. Burian — $1,436,590 ($86,590 of which was a discretionary bonus amount outside of the CIP);$123,750; Mr. O’Connor — $335,077; and Mr. Yospe — $266,042 and Mr. Lynn — $159,130.$17,880. See MSG’s Definitive Proxy Statement filed with the SEC on October 27, 2016 for additional details regarding the bonuses paid by MSG to its NEOs for the 2016 fiscal year.

MPIP

The payment of annual incentive awards under the MPIP to all eligible members of managementemployees is conditioned upon the satisfaction of performance objectives established by the Compensation Committee depending upon the applicable eligible employee’s specific business unit.Committee. For the year ended June 30, 2015,2016, under the MPIP, these performance objectives related to items such as net revenues, AOCF, of the business units, sponsorship, signage and advertising revenue, and other division-specific strategic and operating metrics. For individuals who hold corporate positions at the Company, the MPIP performance objectives were predominantly based on corporate and company-wide achievement of the performance metrics. Annual incentive awards under the MPIP are adjusted based on recipients’ individual performances. To the extent the Company exceeds or falls short of the MPIP performance objectives, eligible employees may receive payments greater than or less than their target annual incentive award.

Long-term Incentives

Our core long-term incentive program hashad historically been a mix of 50% restricted stock units and 50% cash performance awards, with the size of target awards based upon an eligible employee’s grade level or employment agreement. For the year ended June 30, 2016, the Compensation Committee determined to modify the long-term incentive program by replacing the cash performance awards with performance stock units, and modifying the vesting schedule of restricted stock units from vesting in their entirety on the third anniversary of their grant date (i.e., cliff-vesting) to vesting ratably over three years. The performance stock units will vest based on the achievement of Company performance criteria following the conclusion of the three year performance period, as discussed below.

The Committee believes that this shift to 50% performance stock units and 50% restricted stock units:

We generally make our annual long-term incentive grants to eligible employees after the public announcement of our annual financial information. Long-term awards of restricted stock units and performance stock units were granted in September 2015 for the Company’s fiscal year ended on June 30, 2016. Such awards were granted prior to the MSG Distribution (other than for Mr. Richter, whose awards were granted in October 2015) and contained provisions whereby the awards were equitably adjusted following the MSG Distribution, in order to reflect the post-MSG Distribution value of the Company’s stock.

In September 2016, the Compensation Committee determined to award long term incentivesMr. Dolan stock options in lieu of restricted stock units and cash performance awards, split equally based on target award value.

Restricted Stock Units

The Compensation Committee believes that restricted stock units provide eligible NEOs with an incentive to improve the Company’s stock price performance and a direct alignment with stockholders’ interests, as well as a continuing stake in the long-term success of the Company. Restricted stock unit grants made in the year ended June 30, 20152016 generally vest in their entiretyequal installments on each of the third anniversaryfirst three anniversaries of the grant date, (i.e., cliff vesting) to providewhich we believe provides strong incentive for the executives to remain with the Company.

We generally make our annual long-term incentive grants to eligible employees after the public announcement of our annual financial information. Except as described below, long-term awards of restricted stock units and cash performance awards were granted in September 2014 for the Company’s fiscal year ended on June 30, 2015. Pursuant to the terms of her employment agreement with the Company, and due to the interim nature of her service with the Company, Ms. Coleman is not eligible to participate in the Company’s long-term incentive programs. Additionally, Mr. Pollichino’s retirement agreement with the Company provided that he was not eligible to receive long-term incentive awards after January 2014.

Restricted Stock Units

Under our executive compensation program for the year endingended June 30, 2015,2016, long-term incentive grants of restricted stock units were made to executive officers and certain other members of management pursuant to the Company’s 2010 Employee Stock Plan (the “EmployeePlan.

Restricted stock units:

2015 RSU Grants

In September 2015, the Compensation Committee approved awards of restricted stock units to the current NEOs for the fiscal year ended on June 30, 2016 (other than for Mr. Richter, whose awards were granted in October 2015 when he joined the Company).

The number of restricted stock units granted to each eligible employee was determined based on a target value and the average closing price over the 20-day trading period concluding on the day prior to the grant, subject to adjustment in connection with the MSG Distribution as described below. The awards included a mechanism for the number of units to be equitably adjusted following the MSG Distribution in order to preserve the value of such awards on the date of adjustment (and in the case of Messrs. Dolan and Burian, to allocate the value of such awards following the MSG Distribution among restricted stock units of each of the Company and MSG). See “— Other Awards – MSG Distribution” below. Following such adjustment and the grant to Mr. Richter upon joining the Company in October 2015, the current NEOs held the following 2016 fiscal year annual awards of Company restricted stock units in respect of such grant: Mr. Dolan – 13,640 units; Ms. Greenberg – 38,994 units; Mr. Richter – 19,310 units; Mr. Burian – 11,698 units; and Ms. Darino-Gorski – 8,593 units.

The Code Section 162(m) performance objectives with respect to these awards require the AOCF of the Company in any of the fiscal years ended on June 30, 2016, June 30, 2017 or June 30, 2018 to exceed 75% of the 2015 fiscal year pro forma AOCF of the pre-MSG Distribution Media business segment less LTIP expense. If the recipient remains employed byCompany fails to achieve such target in one or both of the first two fiscal years, the restricted stock units that would have vested will remain eligible to vest upon achievement of the target in a subsequent fiscal year. In September 2015, the Compensation Committee approved the following awards of the Company throughrestricted stock units to the date that the restrictions lapse,Former Executives, which were cancelled and replaced by an award of MSG restricted stock units with the same value and substantially the same terms in connection with the MSG Distribution: Mr. O’Connor —61,750 units; and Mr. Yospe — 2,820 units.

In September 2016, the Compensation Committee granted long-term incentive awards for the 2017 fiscal year. Mr. Dolan’s awards were granted pursuant to his new employment agreement. See “Executive Compensation Tables — Employment Agreements.” Ms. Greenberg’s long-term incentive award target value of restricted stock units granted in the 2017 fiscal year was increased from $750,000 to $900,000. The long-term incentive award targets for restricted stock units granted in the 2017 fiscal year to Messrs. Richter and Burian, and Ms. Darino-Gorski did not change.

RSU Grants in Connection with Recent Appointments

In connection with their appointment to the offices of President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, respectively, Ms. Greenberg and Mr. Richter were granted the following special one-time grants of restricted stock units: Ms. Greenberg — 77,951 units; Mr. Richter —51,470 units. Such special awards will each vest in three equal installments on the first three anniversaries of the MSG Distribution, subject to continued employment and the achievement of the performance objectives designed to achieve tax deductibility under Code Section 162(m). The performance objectives with respect to these awards require the AOCF of the Company in any of the fiscal years ended on June 30, 2016, June 30, 2017 or June 30, 2018 to exceed 75% of the 2015 fiscal year pro forma AOCF of the pre-MSG Distribution Media business segment less LTIP expense. If the Company fails to achieve such target in one or both of the first two fiscal years, the restricted stock units that would have vested will remain eligible to vest upon achievement of the target in a subsequent fiscal year. Also, in connection with his appointment as President and Chief Executive Officer prior to the MSG Distribution, Mr. O’Connor was granted a special one-time grant of 476,480 restricted stock units on July 24, 2015, which were scheduled to cliff-vest on June 15, 2018, subject to continued employment. Mr. O’Connor’s special one-time restricted stock units were cancelled and replaced by an award of MSG restricted stock units with substantially the same terms in connection with the MSG Distribution. The one-time award to Mr. O’Connor was to compensate him for equity foregone as a result of his departure from his prior employer.

On August 12, 2016, the Compensation Committee certified the achievement of the performance objectives for the awards held by NEOs by virtue of the AOCF of the Company for the 2016 fiscal year ($298.7 million) exceeding 75% of the pro forma AOCF of the pre-MSG Distribution Media business segment less LTIP expense for the 2015 fiscal year ($223.4 million).

Additional information regarding restricted stock unit will be settledawards granted to the NEOs during the fiscal year ended June 30, 2016 is set forth in a sharethe “Summary Compensation Table” and the “Grants of Plan-Based Awards” table under “Executive Compensation Tables” below. More information regarding other equity grants held by the NEOs appears in the “Outstanding Equity Awards at June 30, 2016” table under “Executive Compensation Tables” below.

Performance Stock Units

Under our executive compensation program for the year ended June 30, 2016, long-term incentive grants of performance stock units were made to executive officers and certain other members of management pursuant to the Employee Stock Plan.

Performance stock units:

To the extent the Company exceeds or falls short of the performance objectives, eligible employees may receive payments greater than or less than (or none of) their target cash performance stock unit award.

With respect to the awards granted to eligible NEOs in September 2014 (and, with respect to Mr. Burian’s additional grant in connection with his employment agreement renewal, June 2015), the payment of the cash performance awards is conditioned upon the satisfaction of one or more performance objectives established by the Compensation Committee as described in greater detail below. Any such performance objectives are subject to various required adjustments such as for acquisitions and dispositions, changes in U.S. GAAP and/or investments in new venues or business ventures. TheWith respect to eligible NEOs, the performance objectivesstock units were designed to achieve tax deductibility under Code Section 162(m).

UponFiscal 2016 Grants

In September 2015, the Compensation Committee approved awards of performance stock units to the current NEOs for the fiscal year ended June 30, 2016 (other than for Mr. Richter, whose awards were granted in October 2015 when he joined the Company). The target number of performance stock units granted to each eligible employee is determined based on a target value and the average closing price over the 20-day trading period concluding on the day prior to the grant, subject to adjustment in connection with the MSG Distribution as described below. The awards included a mechanism for the target number of units to be equitably adjusted following the MSG Distribution in order to preserve the value of such awards on the date of adjustment (and in the case of Messrs. Dolan and Burian, to allocate the value of such awards following the MSG Distribution among restricted stock units of each of the Company and MSG). See “— Other Awards – MSG Distribution” below. Following such adjustment and the grant to Mr. Richter upon joining the Company in October 2015, the current NEOs held the following awards of target performance stock units: Mr. Dolan – 13,640 units; Ms. Greenberg – 38,994; Mr. Richter – 19,310 units; Mr. Burian – 11,698 units; and Ms. Darino-Gorski – 8,593 units. These performance stock units will vest and be payable based upon the Compensation Committee’s certification of the achievement of the performance objectives each NEOfollowing the end of the fiscal year ended June 30, 2018, as long as the employee is eligiblecontinuously employed through such time. In September 2015, the Compensation Committee approved the following awards of the Company target performance stock units to receive paymentthe Former Executives, which were cancelled and replaced by an award of an MSG performance stock units with the same value and substantially the same terms in connection with the MSG Distribution: Mr. O’Connor – 61,750 units; and Mr. Yospe – 2,820 units. In September 2016, the Compensation Committee granted long-term

incentive bonus equalawards for the 2017 fiscal year. Mr. Dolan’s awards were granted pursuant to two times the NEO’s cash performancehis new employment agreement. See “Executive Compensation Tables — Employment Agreements.” Ms. Greenberg’s long-term incentive award target subjectvalue of performance stock units granted in the 2017 fiscal year was increased from $750,000 to $900,000. The long-term incentive award targets for performance stock units granted in the recipient’s continued employment by the Company through the payment date2017 fiscal year to Messrs. Richter and Burian, and Ms. Darino-Gorski did not change.

Target Setting

Typically, the Compensation Committee’s discretion to reduce (but not increase) the award (e.g., to bring the awards in line with the payouts that would have been achieved based onCommittee sets the performance objectives that are applicable to other members of management, as describedfor each award in the following paragraph). No such reduction may result in a payout (expressed as a percentagefirst quarter of the target award) less thanfiscal year of grant. For the payout (expressed as a percentagefiscal year ended June 30, 2016, in light of the target award) for the cash performance awards granted in September 2014 to those eligible Company employees whoMSG Distribution, the Compensation Committee determined will not be subject to Code Section 162(m), as describedset the performance objectives in the second quarter (i.e., the first fiscal quarter following paragraph.

The cashthe MSG Distribution) so that it could appropriately set performance awards granted in September 2014 to all eligibleobjectives and metrics of the Company employees whom the Compensation Committee determined are not subject to Code Section 162(m) providedon a standalone basis. These performance stock units provide that such awards wouldwill be payable in September 20172018 if (a) the Company achieves specified targets of net revenues, (or, for certain live event production divisions of the Company, contribution (revenue less direct expense and amortization of mounting costs) instead of net revenues), and AOCF of the business units in the year endingperiod from the MSG Distribution through June 30, 20172018 and (b) continued employment requirements are satisfied. The target levels of net revenues (or contribution) and AOCF of the business units were derived from the Company’s five-year plan for its operating business units presented to the Board in connection with the Company’s budget for the fiscal year ended June 30, 2015.2016. These targets were intended to measure ongoing operating performance of the Company and are subject to various required adjustments such as for acquisitions and dispositions, changes in U.S. GAAP and/or investments in new venues or business ventures, and exclude all charges for long-term performance based compensation. The performance objectives are expected to satisfy tax deductibility requirements under Code Section 162(m).

The awards providedprovide for a potential payout on a sliding scale, such that the actual payment may range from 0% of the long-term cash performance awardstock units if the Company fails to achieve threshold levels of performance (for example, if both net revenues and AOCF of the business units fail to reach at least 85% and 75%, respectively, of the targets) to 110% of the long-term cash performance awardstock units if the Company exceeds the threshold levels of performance by a certain percentage (for example, if both net revenues and AOCF of the business units equal or exceed 115% and 125%, respectively, of the targets). If the Company exceeds threshold levels but does not achieve the targeted rates, or if the Company achieves or exceeds one target but not both, the award providedprovides for partial payments. Fifty percent50% of the award is tied to achievement of netthe revenue (or contribution) goals,goal, and 50% of the award is tied to achievement of business unitthe AOCF goals.goal.

Because the AOCF and net revenue (or contribution) targets for the cash performance awardsstock units have been derived from the Company’s confidential five-year strategic plans, which are not disclosed publicly for competitive reasons, we do not believe it is appropriate to disclose specific numerical targets. Disclosure of these targets could provide information that could lead to competitive harm. We believe that our five-year plans, and consequently the targets set for the performance awards,stock units, are ambitious and reflect desired above-market performance.ambitious. In determining the threshold levels of performance, the Compensation Committee considered, among other factors, the Company’s five-year plans and the degree of difficulty in achieving the targets. The Compensation Committee believes that the lowest levels on the sliding scale should be achieved, although there can be no assurance this will occur. As the payout scale increases, the likelihood of achievement decreases and the payouts increase. The Compensation Committee has the authority to amend or waive the performance targets under these awards and to make interpretations and adjustments thereto.payout increases.

Based on the experience, employment agreement provisions and/or grade level of eligible NEOs, in September 2014 the Compensation Committee granted performance awards with the following targeted amounts: Mr. Dolan — $875,000; Mr. Smith — $1,500,000; Mr. Creamer — $550,000; Mr. Burian — $537,500; Mr. Yospe — $205,000; and Mr. Lynn — $165,000. In June, 2015, the Compensation Committee granted to Mr. Burian an additional performance award with a targeted amount of $17,709 to reflect his employment agreement renewal in June 2015. Such awards will be payable in 2017, subject to continued employment requirements (accordingly, the awards held by Messrs. Smith and Creamer have been forfeited) and the Compensation Committee’s negative discretion described above, so long as the AOCF of the Company’s business units in any of the fiscal years ended on June 30, 2015, June 30, 2016 or June 30, 2017 exceeds 75% of the 2014 fiscal year AOCF of the business units; provided that Mr. Burian’s June 2015 award is only payable if the AOCF target is achieved in either of fiscal year 2016 or fiscal year 2017. On September 11, 2015, the Compensation Committee certified the achievement of the performance objectives for the awards held by executives, other than Mr. Burian’s June 2015 grant, by virtue of the AOCF of the business units for the 2015 fiscal year ($480.8 million) exceeding 75% of the AOCF of the business units for the 2014 fiscal year ($355.4 million).Pre-MSG Distribution Cash Performance Awards

In connection with the MSG Distribution, the Compensation Committee exercised its negative discretion with respect to the cash performance awards granted to its executive officers in the fiscal years ended June 30, 2014 and June 30, 2015, so that such awards will entitle the executive officers to a fixed dollar amount equal to the target value of the performance award. With respect to the NEO awards, which were subject to Code Section 162(m), the Compensation Committee had previously certified the achievement of the performance criteria for such cash performance awards. Payment of the awards will be subject to the individual’s continued employment with either MSG or the Company through the regularly scheduled vesting date, and otherwise will remain subject to the terms of the cash performance award agreement (including,agreement. With regards to Messrs. Dolan and Burian and the Former Executives, such awards were assigned to MSG in connection with the MSG Distribution. The Company remains responsible for 33% of the liability relating to amounts accrued as of the MSG Distribution

(plus, with respect to Messrs. Dolan and Burian, 30% of amounts accrued following the awards granted to the executive officers in fiscal year 2015, the requirement that the Compensation Committee certify the achievement of the applicable performance objectives)MSG Distribution).

In September 2015, the Compensation Committee certified the Company’s achievement of the 2015 fiscal year net revenue (or contribution) and AOCF performance objectives for2016, the cash performance awards granted in September 2012. With respect to the named executive officers, the Compensation Committee had previously certified the achievement of the 162(m) performance target for such 2012 awards based upon achievement of the applicable business unit AOCF targetNEOs in the 2013 fiscal year. Based uponyear ended June 30, 2014 were paid in cash at their respective target values.

Hedging Policy and Holding Requirements

The Company’s Insider Trading Policy prohibits all directors and employees (including NEOs) from engaging in short sales or other “hedging” transactions that might otherwise be used by a director or NEO to weaken their alignment with the Company’s actual 2015 fiscal year performance of revenues (or contributions) and business unit AOCF against the targets set

Under our executive compensation program for the September 2012 awards granted to employees whom the Compensation Committee determined are not subject to Code Section 162(m), the September 2012 performance awards paid out at 102.4% of target in September 2015. The Compensation Committee, applying negative discretion, reduced the payout of the eligible NEOs’ awards from 200% to 102.4% of target in order to align the payout percentage with those of other employees.

Change to Long-Term Incentives in Fiscal Year 2016

For the year ended June 30, 2016, the Compensation Committee determined to award long term incentives in time-vestingannual restricted stock units and, in lieu of cash performanceunit awards performance restricted stock units, split equally based on target award value. The time-vesting restricted stock units, in lieu of cliff-vesting on the third anniversary of the grant date, willto NEOs vest in three equal installmentsratably on each of the first three anniversaries of the date of grant date. Theand annual performance stock unit awards to NEOs cliff-vest on the third anniversary of the date of grant, in each case, so long as the recipient is continuously employed by the Company until the applicable vesting date (and subject to the performance conditions described above). With respect to our directors, and as discussed above under “—Director Compensation, Committee made these changes” compensation includes annual awards of restricted stock units. Pursuant to further align management’s incentives with the interestsaward agreements, directors’ restricted stock units are settled in shares of its stockholders, and to better align with compensation standardsCompany stock (or, in the marketplace.Compensation Committee’s discretion, cash) on the first business day following 90 days after service on the Board ceases (other than in the event of a director’s death, where the restricted stock units are settled immediately). One effect of the cliff and three-year ratable vesting (with respect to our NEOs and eligible employees) and the holding requirements (with respect to our directors) is to require each of our directors, NEOs and eligible employees to maintain significant holdings of Company securities at all times.

Benefits

Benefits offered to executive officers generally provide for retirement income and serve as a safety net against hardships that can arise from illness, disability or death. The executive officers are generally eligible to participate in the same health and welfare benefit plans made available to the other benefits-eligible employees of the Company, including, for example, medical, dental, vision, life insurance and disability coverage. Notwithstanding the foregoing, Mr.Messrs. Dolan doesand Burian do not participate in certain Company benefit plans, including the Company’s qualified defined benefit and defined contribution pension plans, and the Company’s medical, dental and vision plans. Prior to its sale in June 2016, Mr. Dolan receives qualified pension benefits andreceived health benefits from Cablevision.Cablevision, and now receives such benefits from MSG. Mr. Burian receives such benefits from MSG.

Defined Benefit Plans

Prior to the MSG Distribution, the Company maintained the MSG Holdings, L.P. Cash Balance Pension Plan (the “Cash Balance Pension Plan”), a tax-qualified defined benefit plan, for participating employees, including certain executive officers. AsAt the time of the MSG Distribution, the Cash Balance Pension Plan was transferred to MSG, but eligible employees of the Company received a full year of credit under the Cash Balance Plan.Pension Plan for the 2015 calendar year. Under the MSGN Holdings, L.P. Excess Cash Balance Plan (the “Excess Cash Balance Plan”), a non-qualified deferred compensation plan, the Company provides additional benefits to employees, including certain of the executive officers, who are restricted by the applicable IRS annual compensation limitation. Effective March 1, 2011, the Company merged the Madison Square Garden, L.P. Retirement Plan (the “Retirement Plan”), a frozen defined benefit pension plan, into the Cash Balance Pension Plan. Each of the Cash Balance Pension Plan and Excess Cash Balance Plan will bewere frozen to new participants and future benefit accruals effective as of December 31, 2015.

The Company also maintains the MSGN Holdings, L.P. Excess Retirement Plan (the “Excess Retirement Plan”), a non-qualified deferred compensation plan, under which the Company provided additional benefit accruals (until January 1, 2008) to employees, including executive officers, whose participation in the Retirement Plan was restricted by the applicable IRS annual compensation limitation. The Excess Retirement Plan was frozen at the same time as the related qualified plan.

More information regarding the Cash Balance Pension Plan, the Excess Cash Balance Plan, and the Excess Retirement Plan is provided in the Pension Benefits table under “Executive Compensation Tables” below.

Defined Contribution Plans

UnderPrior to the Madison Square GardenMSG Distribution, the Company maintained the MSG Holdings, L.P. 401(k) Savings Plan (the “Savings Plan”), a tax-qualified retirement savings plan, for participating employees, including executive officers,

officers. As of the MSG Distribution, the Savings Plan was transferred to MSG, renamed The Madison Square Garden 401(k) Savings Plan, and amended to be a multiple employer plan to which the Company contributes as a participating employer. Under the Savings Plan, participants may contribute into their plan accounts a percentage of their eligible pay on a before-tax basis as well as a percentage of their eligible pay on an

after-tax basis. ThePrior to January 1, 2016, the Company matchesmatched 50% of the first 6% of eligible pay contributed by participating employees. The Company matching contributions arewere subject to vesting limitations for the first three years of employment. Effective January 1, 2016, the Savings Plan has beenwas amended to provide (a) aan immediately vested matching contribution equal to 100% of the first 4% of eligible pay contributed by participating employees and (b) a discretionary non-elective contribution by MSG.the Company.

In addition, the Company offers the MSGN Holdings, L.P. Excess Savings Plan (the “Excess Savings Plan”), a non-qualified deferred compensation plan, to employees, including executive officers, who are restricted by the applicable IRS annual compensation limitation and/or the pre-tax income deferral limitation. More information regarding the Excess Savings Plan is provided in the Nonqualified Deferred Compensation table under “Executive Compensation Tables” below.

Matching contributions made by the Company under the Savings Plan and the Excess Savings Plan and allocations under the defined contribution portion of the Nonqualified Supplemental Benefit Plan on behalf of the NEOs are set forth in the Summary Compensation Table under “Executive Compensation Tables” below.

Other

In addition to the above employee benefit plans, Mr. Pollichino is also eligible for benefits under the Madison Square Garden Retiree Medical Program, which provides continued medical coverage to employees who (i) were hired prior to January 1, 2001, (ii) retire after age 55 with at least ten years of service, (iii) commence payments under the Retirement Plan and (iv) are eligible for the Company’s active medical plan on the day before the retirement date. The program is self-funded and participants pay 25% of the cost of pre-65 coverage and 100% of post-65 coverage.

Perquisites

The Company provides certain perquisites to executive officers as described below. The aggregate value ofAdditional information concerning perquisites received by each of the NEOs is set forth in the Summary Compensation Table under “Executive Compensation Tables” below.

Car and Driver

Mr. Dolan has, and, prior to the MSG Distribution, Mr. SmithO’Connor each had regular access to a car and driver which each is permitted to use for his personal use in addition to business purposes. Prior to the sale of Cablevision in June 2016, Mr. Dolan’s car and driver were provided by Cablevision and a portion of such costs were allocated to the Company. Following the sale of Cablevision, MSG commenced providing cars and drivers to Mr. Dolan, a portion of which is reimbursed by the Company. In addition, certain other executive officers and members of management have had access to cars and drivers on a limited basis for personal use. To the extent employees useused a car and driver for personal use without reimbursement to the Company, those employees arewere imputed compensation for tax purposes.

Aircraft Arrangements

DuringPrior to the fiscal year ending June 30, 2015 TheMSG Distribution, the Company had access to various aircraft through time sharing arrangements with a subsidiary of Cablevision and various Dolan family entities. Generally, Mr. Dolan hashad been permitted to use Cablevision helicopters for personal travel, which has primarily been for purposes of commutation. The Company and Cablevision havehad agreed on an allocation of the costs of such personal helicopter use. Following the MSG Distribution these agreements were assigned to MSG, and there is no current arrangement for aircraft or helicopter use between the Company and Cablevision and/or any Dolan family entity. In addition, prior to the MSG Distribution, Mr. O’Connor had the right to use the Company’s aircraft as well as aircraft of Cablevision and various Dolan family entities for commutation and personal use. See “Relationship Between Us and MSG, AMC Networks and Cablevision — Aircraft Arrangements.”

The Company is typically reimbursed for the incremental costs associated with the personal use of aircraft (other than for commutation). To the extent any NEO or other employee usesused any of the aircraft including helicopters, for personal travel without reimbursement to the Company, they arewere imputed compensation for tax purposes based on the Standard Industry Fare Level rates that are published biannually by the IRS. For compensation reporting purposes, we valued the incremental cost of the personal use of the aircraft based on the variable costs incurred

by the Company net of any reimbursements received from executives. The incremental cost of the use of the aircraft does not include any costs that would have been incurred by the Company whether or not the personal trip was taken.

Executive Security

Mr. Dolan participatesparticipated in Cablevision’s executive security program.program until its sale in June 2016. The Company and Cablevision have agreed on an allocation of the costs of such participation in their security program. Because certain of thesethose costs can be viewed as conveying personal benefits to Mr. Dolan, they are reported herein as perquisites. Following the sale of Cablevision in June 2016, MSG commenced providing security services for Mr. Dolan, a portion of which is reimbursed by the Company.

Other

From time to time certain employees, including the NEOs (and their guests), have access to tickets to sporting events and other entertainment at the Company’sMSG’s venues at no cost, and may also purchase tickets at face value. Attendance at such events is integrally and directly related to the performance of their duties, and, as such, we do not deem the receipt of such tickets to be perquisites.

During a portion ofPrior to the fiscal year ending June 30, 2015,MSG Distribution, the Company leased an apartment in Los Angeles. The apartment iswas available for use by senior executives of the Company and for other business purposes. To the extent that any NEO or other employee usesused the apartment for personal purposes during the year, they arewere imputed compensation for tax purposes. In connection with the MSG Distribution, the lease was assigned to MSG with no further costs to the Company.

Post-Termination Compensation

We believe that post-termination benefits are integral to the Company’s ability to attract and retain qualified executives.

Under certain circumstances, payments or other benefits may be provided to employees upon the termination of their employment with the Company. These may include payments or other benefits upon a termination by the Company without cause, termination by the employee for good reason, other voluntary termination by the employee, retirement, death, disability or termination following a change in control of the Company or following a going-privategoing private transaction. With respect to the NEOs, the amounts and terms of such payments and other benefits (including the definition of “cause” and “good reason”) are governed by each NEO’s employment agreement and any applicable award agreements. Post-termination compensation is discussed in greater detail in “Executive Compensation Tables — Employment Retirement and Separation Agreements” and “— Termination and Severance” below.

Tax Deductibility of Compensation

Code Section 162(m) establishes a $1 million limit on the amount that a publicly held corporation may deduct for compensation paid to the chief executive officer and the next three most highly paid NEOs (other than the chief financial officer) in a taxable year. This limitation does not apply to any compensation that is “qualified performance-based compensation” under Code Section 162(m), which is defined as compensation paid in connection with certain stock options or that is paid only if the individual’s performance meets pre-established objective goals based on performance criteria established under a plan approved by stockholders. Our short-term and long-term incentive compensation plans are generally designed to qualify for this exemption from the deduction limitations of Code Section 162(m) and to be consistent with providing appropriate compensation to executives.executive officers. The Company’s stockholders approved thean amended CIP and thean amended Employee Stock Plan at the Company’s firstlast annual stockholders’ meeting on November 30, 2011,December 11, 2015, and are being asked to approve the CIP and Employee Stock Plan, each as amended, at the 2016 annual meeting. For additionalmore information about these plans,this plan, please see Proposals 3 and 4.Proposal 3.

From time to time, to the extent it deems appropriate, the Compensation Committee may make awards (or modifications to awards) or pay compensation that would not qualify for an exemption from Code Section 162(m). For example, we expect that the amount of annual base salary in excess of $1 million for each of the President and Chief Executive Officer and the next three most highly paid NEOs, plus any other annual compensation paid or

imputed to each of the President and Chief Executive Officer and the next three most highly paid NEOs covered by Code Section 162(m) that causes their respective non-performance-based compensation to exceed the $1 million limit, will not be deductible by the Company for federal income tax purposes.

Although it is the Company’s intent generally to qualify compensation for the exemption from the deduction limitations, we believe that it is in the best interests of the Company’s stockholders to allow the Compensation Committee the flexibility and discretion to design an appropriate executive compensation program so that the Company can attract, retain, motivate and reward our executives, notwithstanding Code Section 162(m).

Other Awards

Cablevision Distribution

As a result of the Cablevision Distribution, Cablevision stock options and stock appreciation rights were adjusted according to the 1:4 distribution ratio (i.e., one share of the Company’s common stock for every four shares of Cablevision) into two separate awards by each of Cablevision and the Company. In addition, independent of any action by the Compensation Committee, as a result of the spinoff by Cablevision of AMC Networks into its own separate, publicly-traded company (the “AMC Distribution”), Cablevision stock options and stock appreciation rights were adjusted according to the 1:4 distribution ratio (i.e., one share of AMC Networks common stock for every four shares of Cablevision) into two separate awards by each of Cablevision and AMC Networks. As of June 30, 2014, all outstanding Cablevision options and stock appreciation rights, and all Company and AMC Networks options and stock appreciation rights issued in respect of such Cablevision awards, had vested.

– MSG Distribution

Stock Options

In connection with the MSG Distribution, each option to purchase our Class A Common Stock became two options: one option to acquire MSG Class A Common Stock and one option to acquire our Class A Common Stock. Options with respect to our Class A Common Stock were issued under the Employee Stock Plan. The existing exercise price was allocated between the existing options and the new MSG options based upon the weightedvolume-weighted average prices of the MSG Class A Common Stock and our Class A Common Stock over the ten trading days immediately following the MSG Distribution as reported by Bloomberg Business, and the underlying share amount took into account the one-to-three1:3 distribution ratio (i.e., one share of MSG Class A Common Stock was issued for every three shares of our Class A Common Stock). Other than the split of the options and the allocation of the existing exercise price, there were no additional adjustmentadjustments to the existing options in connection with the MSG Distribution and the terms of each employee’s applicable option award agreement will continue to govern our options.

Employee Restricted Stock Units

In connection with the MSG Distribution, each holder of an employee restricted stock unit that was granted prior to July 1, 2015 received one MSG restricted stock unit in respect of every three employee restricted stock units owned on the record date (each such MSG restricted stock unit, an “MSG Distribution Unit”) and continues to be entitled to a share of our Class A Common Stock (or cash or other property) for each employee restricted stock unit in accordance with the existing award agreement. In connection with the MSG Distribution, each employee restricted stock unit that was granted after July 1, 2015 was adjusted in accordance with its terms, which generally providesuch that (1) each holder who remainsremained employed by the Company following the MSG Distribution will continuecontinued to hold the employee restricted stock units, with the number of employee restricted stock units adjusted to reflect the MSG Distribution to maintain the value of the employee restricted stock units, and (2) each holder whoemployed by MSG employs following the MSG Distribution will receivereceived MSG restricted stock units of the same value as such employee restricted stock units, and the original employee restricted stock units will bewere cancelled. Any holder of MSGemployee restricted stock units granted after July 1, 2015, who will bewas employed by both MSG and us following the MSG Distribution will continuecontinued to hold our employee restricted stock units, adjusted to reflect the MSG Distribution, and will receivereceived MSG restricted stock units in connection with the MSG Distribution, so that 30% of the value of the employee’s restricted stock units arewere our employee restricted stock units and 70% of the value of the employee’s restricted stock units arewere MSG restricted stock units.

In fiscal years ended June 30, 2014 and 2015, we granted three-year performance awards to executives and certain other members of management of the Company under the CIP. Following the MSG Distribution, those awards entitle the holder to a fixed dollar amount based on the target value of the performance award. Payment of such cash awards will be subject to the participant’s continued employment with either MSG or the Company, as applicable, through the date the original performance award is scheduled to vest, and otherwise will remain subject to the terms of the performance award agreement.

With respect to outstanding long-term cash and equity awards, the Company, MSG, Cablevision and AMC Networks are not regarded as competitive entities of each other for purposes of any non-competition provisions contained in the applicable award agreements.

REPORT OF COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with management. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement for filing with the Securities and Exchange Commission. Messrs. Schwartz, Sperling, and Tese, as members of the Compensation Committee, also joined in the Compensation Committee’s recommendation but they ceased to serve as directors of the Company prior to the date of this proxy statement. Messrs. DeMark and Litvin had not joined our Board at the time of the Compensation Committee’s recommendation.SEC.

Member of the Compensation Committee

John L. Sykes, Chair

Eugene F. DeMark

Joel M. Litvin

EXECUTIVE COMPENSATION TABLES

The tables below reflect the compensation of the Company’s Named Executive Officers.NEOs. See “Compensation Discussion and Analysis” for an explanation of our compensation philosophy and program.

Summary Compensation Table

The table below summarizes the total compensation paid to or earned by each of our NEOs for the fiscal years ended June 30, 2016, 2015, and 2014, respectively. Following the MSG Distribution, our Executive Chairman and 2013, respectively.our Executive Vice President, General Counsel and Secretary are shared employees of the Company and MSG, therefore the information set forth below for periods following the MSG Distribution only reflects the portion of compensation for those shared executives paid by the Company for services rendered to the Company, including amounts paid by the Company to MSG in respect of pre-MSG Distribution compensation paid by MSG (for more information regarding the compensation of Messrs. Dolan and Burian by MSG, see MSG’s Definitive Proxy Statement, filed with the SEC on October 27, 2016). With respect to our Former Executives, amounts for the fiscal year ended June 30, 2016 only include amounts paid or earned in respect of the portion of such fiscal year ending on the date of the MSG Distribution, including amounts paid by the Company to MSG in respect of pre-MSG Distribution compensation paid by MSG (for the amounts paid to or earned by the Former Executives in respect of the full fiscal year ended June 30, 2016, see MSG’s Definitive Proxy Statement, filed with the SEC on October 27, 2016).