This summary highlights selected information in the proxy statement. Please review the entire proxy statement and our Annual

The Madison Square Garden Company (the “Company”) is a leader in live experiences comprised of celebrated venues, legendary sports teams, exclusive entertainment productions, and other entertainment assets which include dining and nightlife venues and music festivals. Utilizing our powerful assets, brands and live event expertise, the Company delivers premium and unique experiences that set the standard for excellence and innovation while forging deep connections with diverse and passionate audiences. We manage our business through the following two operating segments:

We are committed to a transformative multi-year strategy to ensure the Company remains well positioned to drive continued growth and long-term value creation.

This strategy includes the potential separation of our sports businesses from our entertainment businesses (the “Spin-Off Transaction”), which we believe would better highlight the unique value of our sports assets, particularly the Knicks and Rangers franchises.

The potential Spin-Off Transaction will also provide an opportunity for stockholders to participate in the high growth potential of the entertainment company as it continues to pursue the creation of ground-breaking, state-of-the-art

TheOur Board of Directors of the Company (the “Board”) has adopted Corporate Governance Guidelines (the “Governance Guidelines”) and other practices to promote the functioning of the

We believe the diverse perspectives and experiences of our employees enhance the value of the Company and produce a more vibrant, constructive and engaging place to work, and we are committed to fostering an inclusive company culture.

To advance our efforts, we have established a Diversity and Inclusion Council, which is comprised of employees from across the Company who have demonstrated a high level of passion and commitment to diversity and inclusion.

The Board has nominated 1417 director candidates. Of the 1417 nominees, fivesix are Class A nominees and nineeleven are Class B nominees. In connection with the nominations, our Board has approved an increase in the size of the Board from 14 to 17 directors and designated one of the vacancies as a directorship to be held by a person elected by the holders of the Company’s Class A Common Stock and two of the vacancies as directorships to be held by persons elected by the holders of the Company’s Class B Common Stock. The increase in the Board size and the designation of the vacancies will be effective as of the election of directors at the Company’s 2019 annual meeting. Assuming all of the director nominees are elected at the 2019 annual meeting, our Class A director representation iswill be approximately 36%35% of the Board, above the 25% required by our Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”).

All director candidates have been nominated for aone-year term to expire at the 20192020 annual meeting of the Company’s stockholders and once their successors have been elected and qualified.

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

The Company is a sports and entertainment business comprised of dynamic and powerful assets and brands. We operate in specialized industries and our named executive officers (“NEOs”) have substantial and meaningful professional experience in these industries. TheGiven

Elements of Compensation & Performance Objectives

The Company compensates its NEOs through base salary, annual incentive awards, long-term incentive awards, perquisites and benefit programs. Our annual and long-term incentive programs provide performance-based incentives for our NEOs tied to key financial and strategic measures that drive long-term stockholder value and reward

The table below summarizes the current elements of our compensation program and how each element supports the Company’s performanceis linked to Company performance. For

The Madison Square Garden Company, a Delaware corporation, is a holding company and conducts substantially all of its operations through its subsidiaries. In this proxy statement, the words “Company,” “we,” “us,” “our,” “Madison Square Garden” and “MSG” refer to The Madison Square Garden Company, a Delaware corporation. Our Class A Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “MSG.” As a result, we are subject to certain of the NYSE corporate governance listing standards.

The Company, formerly named MSG Spinco, Inc., was incorporated on March 4, 2015 as an indirect, wholly-owned subsidiary of MSG

These proxy materials are provided in connection with the solicitation of proxies by theour Board for the Annual Meeting of Stockholders to be held at 10:00 a.m. Eastern Time on Thursday,Wednesday, December 6, 2018,11, 2019, at the J.P. Morgan Club at the Madison Square Garden Arena, which is located on Seventh Avenue between West 31st Street and West 33rd Street, New York, NY.

Who may vote at the annual meeting?

Holders of our Class A common stock, par value $0.01 per share (“Class A Common Stock”), and holders of our Class B common stock, par value $0.01 per share (“Class B Common Stock,” together with Class A Common Stock, collectively, “Company Stock”), as recorded in our stock register at the close of business on October 16, 2018,21, 2019, may vote at the meeting. On October 21, 2019, there were 19,353,383 shares

power to elect all of the directors to be elected by the holders of our Class B Common Stock, and to approve ProposalProposals 2 and 3, 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 U.S. Securities and Exchange Commission (the “SEC”), the Company has elected to provide access to its proxy materials by 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 by Internet or to request a printed copy may be found in the Notice of Annual Meeting and Internet Availability of Proxy Materials. In addition, our stockholders may request to receive proxy materials in printed form by mail or electronically. If you previously chose to receive proxy materials electronically, you will continue to receive access to these materials via email unless you otherwise elect. The Company encourages our 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, EQ 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

Can my broker vote my shares without instructions from me?

If you are a beneficial owner whose shares are held of record by a brokerage firm, bank, broker-dealer or other similar organization, you must instruct them how to vote your shares.Please use the voting instruction form provided to you by your brokerage firm, bank, broker-dealer or other similar organization to direct themhow 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 brokerage firm, bank, broker-dealer or other similar organization does not have discretionary authority to vote.This is called a “brokernon-vote.” In these cases, the brokerage firm, bank, broker-dealer or other similar organization 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 brokerage firm, bank, broker-dealer or other similar organization, your brokerage firm, bank, broker-dealer or other similar organization 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 auditorsregistered public accountants (Proposal 2), even if the brokerage firm, bank, broker-dealer or other similar organization does not receive voting instructions from you. However, your brokerage firm, bank, broker-dealer or other similar organization does not have discretionary authority to vote on the (i) election of directors (Proposal 1) or (ii) advisory vote with respect to the compensation of our NEOs (Proposal 3) without instructions from you, in which case a brokernon-vote will occur and your shares will not be voted on these matters.

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. Eastern Time on November 26, 2018.December 2, 2019. If you have questions about admission to the annual meeting, please call1-844-318-0137 (toll-free) or925-331-6070 (international).

to obtain an admission ticket, which is required to attend the annual meeting in person, are available atwww.proxyvote.com.

In accordance with the SEC rules, we are using the Internet as our primary means of furnishing proxy materials to our stockholders. Consequently, most of our stockholders will not receive paper copies of our proxy materials. Instead we are 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 20182019 Form10-K, and voting via theby Internet. This makes the proxy distribution process more efficient and less costly and helps conserve natural resources. The Notice of Annual

The following section provides an overview of our Board and corporate governance practices. We have taken several actions to be responsive to stockholder feedback, including expanding our

Our Board has adopted the Governance Guidelines and other practices to promote the functioning of the Board and its committees to serve the best interests of all our stockholders. The Governance Guidelines and our other governance documents provide a framework for our governance practices, including:

Fostering long-term relationships with our stockholders is a priority for the Company. Engagement helps us gain insight into the issues most important to our stockholders, informing

Our Board has the flexibility to determine whether the roles of Executive Chairman and Chief Executive Officer should be separated or combined. The Board makes this decision based on its evaluation of the circumstances and the Company’s specific needs. Effective November 2017, Mr. James L. Dolan became Chief Executive Officer, which had the effect of combining the roles of Executive Chairman and Chief Executive Officer. The Board believes this

The Board conducts an annual self-assessment to determine whether the Board and its committees are functioning effectively. Among other things, the Board’s self-assessment seeks input from the directors on whether they have the tools and access necessary to perform their oversight function as well as suggestions for improvement

Under our Governance Guidelines, either our directors who are not also executive officers of our Company (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

Our 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

Our Board has adopted policies designed to allow our stockholders and other interested parties to communicate with our directors. Any interested party who wishes to communicate directly with the Board or any director or thenon-management directors as a group should send communications in writing to the Chairman of the Audit Committee, The Madison Square Garden Company, Two Pennsylvania Plaza, New York,

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,

As a “controlled company” we have the rightare not subject to elect not to comply with the corporate governance rules of the NYSE requiring: (i) a majority of independent directors on our Board, (ii) an independent corporate governance and nominating committee, and (iii) an independent compensation committee. BecauseOn account of this, and based on our status as a “controlled company”ownership and voting structure, we have electeddo not to maintainhave a majority of independent directors on our Board or toand we have not created a corporate governance and nominating committee. We elect tocommittee; however, we maintain an independent compensation committee.

being nominated forre-election at the 2019 annual meeting. Assuming all of the director nominees are elected at the 2019 annual meeting, our actual Class A director representation will be approximately 35% of the Board, above the 25% required by our Certificate of Incorporation. Our Board believes that the Company and its stockholders will benefit from the combination of the additional perspectives provided by the new independent director nominees and the continuity provided by the current independent directors, as well as their collective deep business expertise. We welcome their combined insights as we continue to pursue our strategies to create long-term shareholder value.

Mr. Sperling will not be standing forre-election by holders of Class A Common Stock at the 2019 annual meeting; our Board extends its gratitude to Mr. Sperling for his service as a director.

Our Board has determined that each of the followingnon-management directors and director nominees is “independent” within the meaning of the rules of the NYSE and the SEC: Frank J., Biondi, Jr., Matthew C. Blank, Joseph J. Lhota, Richard D. Parsons, Nelson Peltz, Alan D. Schwartz, Scott M. Sperling, Frederic V. Salerno and Vincent Tese. In reaching its determination, the Board considered the following:

As permitted under the NYSE rules, we do not have a nominating committee and believe it is appropriate not to have one because of our stockholder voting structure. The Board has nonetheless established a nomination mechanism in our 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”), as follows:

The Board met fivesix times during the fiscal year ended June 30, 2018.2019. Each of our directors who was on the Board during the 20182019 fiscal year attended at least 75% of the meetings of the Board and the committees of the Board on which he or she served during 2018.2019.

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 each of Messrs. Parsons, Schwartz and Tese 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

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 any 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 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.

Special Committee

In connection with the Company’s exploration of a possiblespin-off that would create a separately-traded public company comprised of its sports businesses, including the Knicks and Rangers professional sports franchises, the Company formed a special committee on June 27, 2018. The special committee consists of Messrs. Frank J. Biondi, Jr. and Richard D. Parsons.

Other Committee Matters

Our AmendedBy-LawsBy-laws permit the Board 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

Director Compensation Table

The table below summarizes the total compensation paid to or earned by each person who served as anon-management director during

TheOur Board has nominated 14 director17 candidates named below. Following a vacancyfor election to the Board at this year’s annual meeting. In connection with the nominations, our Board has approved an increase in the size of the Board from 14 to 17 directors and designated one of the vacancies as a directorship to be held by a person elected by the holders of ourthe Company’s Class A Common Stock and two of the vacancies as directorships to be held by persons elected by the holders of the Company’s Class B Common Stock createdStock. The increase in March 2018, the Board size and the designation of the Board was reduced from 15 to 14 directors. vacancies will be effective as of the election of directors at the Company’s 2019 annual meeting.

Of the 1417 director nominees, fivesix are to be elected by the holders of our Class A Common Stock and nineeleven are to be elected by the holders of our Class B Common Stock. All 14 candidates17 nominees have been nominated for a term to expire at the 20192020 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 on the proxy card, or, if applicable, their substitutes) will vote your shares as you instruct. If you sign your proxy card

JAMESL. DOLAN – Age 64

Class B Director since March 4, 2015

Committee Membership: None

Other Public Company Directorships: AMC Networks Inc., MSG Networks Inc.

Career Highlights

Mr. Dolan is a director and the Executive Chairman (since 2015) and Chief Executive Officer (since November 2017) of the Company. Mr. Dolan has also served as a director and the Executive Chairman of MSG Networks since 2009. Mr. Dolan was the Chief Executive Officer of Cablevision from 1995 until its sale in 2016. He was President of Cablevision from 1998 to 2014; Chief Executive Officer of Rainbow Media Holdings, Inc., a former subsidiary of Cablevision, from 1992 to 1995; and Vice President of Cablevision from 1987 to 1992. In addition to MSG Networks, Mr. Dolan has served as a director of AMC Networks since 2011 and previously served as a director of Cablevision from 1991 until its sale in 2016. James L. Dolan is the son of Charles F. Dolan, the spouse of Kristin A. Dolan, the father of Charles P. Dolan and Ryan Dolan, the brother of Marianne Dolan Weber and Thomas C. Dolan, thebrother-in-law of Brian G. Sweeney and the cousin of Paul J. Dolan.

Key Skills & Experience

In light of his experience as Executive Chairman of the Company since March 2015 and Chief Executive Officer of the Company since November 2017, his experience in various positions with Cablevision, including as its Chief Executive Officer, his experience in various positions with MSG Networks and its predecessors since 1999, including most recently as Executive Chairman, as well as the knowledge and experience he has gained about the Company’s businesses and contributions he has made during his tenure as a director of the Company, MSG Networks, AMC Networks and Cablevision, our Board has concluded that James L. Dolan should serve as a director of the Company.

MATTHEW C. BLANK – Age 69

Class A Director Nominee

Other Public Company Directorships: Cumulus Media Inc.

Career Highlights

Mr. Blank has served as a director of Cumulus Media, Inc., a media and entertainment company, since July 2018. He previously served as an advisor to Showtime Networks Inc., a premium television network and a subsidiary of CBS Corporation, from January 2018 to December 2018. Prior to that, he served as Chairman of Showtime in 2016 and 2017, and he served as Chief Executive Officer of Showtime from 1995 through 2015. Mr. Blank was President and Chief Operating Officer of Showtime from 1993 through 1995 and he served as Executive Vice President of Marketing, Creative Services, and Public Affairs from 1988 to 1992. Prior to his service at Showtime, Mr. Blank served for over 12 years in various roles at Home Box Office, Inc., a premium television network, leaving HBO as its Senior Vice President of Consumer Marketing. Mr. Blank previously served on the board of directors of Geeknet, Inc. from 2010 to 2015 and the National Cable Television Association from 1994 to 2017. He is a member of the board of directors of The Cable Center and serves as a trustee of The Harlem Children’s Zone, The Manhattan Theater Club, as well as The Creative Coalition, and The Museum of the Moving Image.

Key Skills & Experience

In light of Mr. Blank’s corporate management experience with Showtime Networks Inc. and Home Box Office, Inc., his service as a director of another public company, and his knowledge of the entertainment and media industries, our Board, acting on the recommendation of the directors elected by holders of our Class A Common Stock, has concluded that Matthew C. Blank should be elected to serve as a director of the Company.

CHARLES P. DOLAN – Age 3132

Class B Director since September 30, 2015

Committee Membership: None

Other Public Company Directorships: None

Career Highlights

Mr. Dolan is an employee of Knickerbocker Group LLC since 2010. Mr. Dolan previously served as a director of MSG Networks from 2010 until the MSG Distribution Date. He is a graduate of New York University and has significant familiarity with the business of the Company as a member of the third generation of Cablevision’s founding family. Mr. Dolan is the son of James L. Dolan, the stepson of Kristin A. Dolan, the brother of Ryan Dolan, the grandson of Charles F. Dolan, and the nephew of Marianne Dolan Weber, Thomas C. Dolan and Brian G. Sweeney.Sweeney and the cousin of Paul J. Dolan.

Key Skills & Experience

In light of his familiarity with the Company’s business, being a member of the third generation of Cablevision’s founding family, as well as 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 MSG Networks, our Board has concluded that Charles P. Dolan should serve as a director of the Company.

MARIANNE DOLAN WEBER – Age 6162

Class B Director since December 9, 2016

Committee Membership: None

Other Public Company Directorships: AMC Networks Inc.

Career Highlights

Ms. Dolan Weber is President of Heartfelt Wings Foundation Inc. since August 2015 and a Member of the Board of Green Mountain Foundation Inc. since September 2015. Ms. Dolan Weber served as Chairman of both the Dolan Family Foundation and the Dolan Children’s Foundation from 1999 to 2011 and Vice Chairman and Director of the Dolan Family Office, LLC from 1997 to 2011. Ms. Dolan Weber has served as a director of AMC Networks since 2011 and previously served as a director of Cablevision from 2005 until its sale in 2016 and MSG Networks from 2010 to 2014. Marianne Dolan Weber is the daughter of Charles F. Dolan, the sister of James L. Dolan and Thomas C. Dolan, thesister-in-law of Brian G. Sweeney and Kristin A. Dolan, the cousin of Paul J. Dolan and the aunt of Charles P. Dolan and Ryan Dolan.

Key Skills & Experience

In light of her experience as a member of Cablevision’s founding family and as former Chairman of the Dolan Family Foundation and her experience as the former Vice Chairman of the Dolan Family Office, LLC, as well as the knowledge and experience she has gained about the Company’s business and contributions she has made during her tenure as a director of both Cablevision and the Company, our Board has concluded that Marianne Dolan Weber should serve as a director of the Company.

RYAN DOLAN – Age 30

Class B Director Nominee

Other Public Company Directorships: None

Career Highlights

Mr. Dolan has served as Vice President, Interactive Experiences of MSG Ventures, a wholly-owned subsidiary of the Company, since June 2019, and previously served as Director, Interactive Experiences, since 2016. Mr. Dolan has played an integral role in the growth and development of MSG Ventures’ interactive gaming initiatives, and has significant familiarity with the business of the Company as a member of the third generation of Cablevision’s founding family. Mr. Dolan is the son of James L. Dolan, the stepson of Kristin A. Dolan, the brother of Charles P. Dolan, the grandson of Charles F. Dolan, the nephew of Marianne Dolan Weber, Thomas C. Dolan and Brian G. Sweeney and the cousin of Paul J. Dolan.

Key Skills & Experience

In light of his familiarity with the Company’s business, being a member of the third generation of Cablevision’s founding family, as well as the knowledge and experience he has gained about the Company’s business as an employee of MSG Ventures, a wholly-owned subsidiary of the Company and a key contributor to the Company’s growth strategy, our Board has concluded, acting on the recommendation of the directors elected by holders of our Class B Common Stock, that Ryan Dolan should be elected to serve as a director of the Company.

JOSEPH J. LHOTA – Age 6465

Class A Director Nomineesince December 15, 2017

CommitteeMembership: Compensation

Other Public Company Directorships:MSG Networks Inc.

Career Highlights

Mr. Lhota is the Senior Vice President, Vice Dean and Chief of Staff at NYU Langone Health since 2014 and Chairman of the New York Metropolitan Transportation Authority (“MTA”) since June 2017.2014. In 2013, Mr. Lhota was a candidate for Mayor of the City of New York. He previously served as Chairman and Chief Executive Officer of the MTANew York Metropolitan Transportation Authority from 2011 to 2012.2012 and Chairman from June 2017 to November 2018. Mr. Lhota was Executive Vice President of MSG Networks from 2010 to 2011 and Executive Vice President of Cablevision from 2002 to 2010. Mr. Lhota was also the New York City Deputy Mayor for Operations from 1997 to 2001 and New York City Budget Director from 1995 to 1997. Mr. Lhota was an investment banker from 1980 to 1994. Prior to that, he was a Senior Accountant with Arthur Andersen & Co. Mr. Lhota has served as a director and chairman of the audit committee of MSG Networks since 2016, and previously served as a director and the chairman of the audit committee of FirstAviation Services, Inc. from 2002 until it became a private company in 2015, and a director of Cablevision from 2014 until its sale in 2016.

Key Skills & Experience

In light of Mr. Lhota’s experience as a former executive of MSG Networks, his experience as a senior executive and director of other public companies, his knowledge of the media and entertainment industry, his government service (including leading a major governmental organization) and his experience as an investment banker and accountant, our Board acting on the unanimous recommendation of the directors elected by the holders of our Class A Common Stock, has concluded that Mr. Lhota should be elected to serve as a director of the Company.

Key Skills & Experience

In light of Mr. Parsons’ extensive skills and wide-ranging experience arising from his roles as legal counsel, executive officer and outside director and independent Chairman of the Board, in areas such as consumer business, professional sports, corporate governance, financial reporting, risk management, compensation and corporate affairs, in addition to 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 a former director of MSG Networks, our Board has concluded that Richard D. Parsons should serve as a director of the Company.

the companies with which he has been involved, his strong operating experience and strategic planning skills and strong relationships with institutional investors, investment banking and capital markets advisors and others that can be drawn upon for the Company’s benefit, and the knowledge and experience he has gained about the Company’s business and the contributions he made during his tenure as a director of the Company and a former director of MSG Networks, our Board has concluded that Nelson Peltz should serve as a director of the Company.

ALAN D. SCHWARTZ – Age 6769

Class B Director since September 30, 2015

Committee Membership:Audit

Other Public Company Directorships: None

Career Highlights

Mr. Schwartz is Executive Chairman of Guggenheim Partners, LLC since 2009 and has previously served as consultant for Rothschild Inc. from 2008 to 2009, and various roles at The Bear Stearns Companies, Inc., including: Chief Executive Officer from January 2008 to March 2008; President andCo-Chief Operating Officer from 2007 to 2008; andCo-President from 2001 to 2007. Mr. Schwartz is currently a director of Marvin & Palmer Associates, Inc., and previously served as a director of MSG Networks from 2010 until the MSG Distribution Date and AMC Networks from 2011 to 2016. He is a trustee of NYU Langone Health and the American Foundation for AIDS Research, a trustee emeritus of Duke University, and a member of the boards of the Robin Hood Foundation, the Clinton Health Access Initiative, RepresentUs Education Fund and the National Medal of Honor Museum and an emeritus member of the board of MENTOR: The National Mentoring Partnership, Robin Hood Foundation and NYU Medical Center.Partnership.

Key Skills & Experience

In light of his experience as an investment banker, his experience as a senior executive of other businesses, his service as a director of other public companies and charitable institutions, as well as 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, MSG Networks and AMC Networks, our Board has concluded that Alan D. Schwartz should serve as a director of the Company.

VINCENT TESE – Age 7576

Class B Director since September 17, 2015

Committee Membership: Audit (Chair), Compensation

Other Public Company Directorships: AMC Networks Inc., Intercontinental Exchange, Inc., Mack-Cali Realty Corporation, FCB Financial Holdings, Inc.

Career Highlights

Mr. Tese currently servesserved as Executive Chairman of FCB Financial Holdings, Inc. (formerly known as Bond Street Holdings, LLC) sincefrom 2009 until January 2019 and Executive Chairman of its subsidiary Florida Community Bank since 2010.from 2010 until January 2019. Mr. Tese served as New York State Superintendent of Banks from 1983 to 1985, Chairman and Chief Executive Officer of the New York State Urban Development Corporation from 1985 to 1987, and as Director of Economic Development for New York State from 1987 to December 1994.1994 and Commissioner and Vice Chairman of the Port Authority of New York and New Jersey from 1991 to 1995. Mr. Tese was the Commissioner of the Department of Economic Development and Chairman of both the Science and Technology Foundation and the Job Development Authority. Mr. Tese has served as Chairman of the board of

The Audit Committee, comprised of independent members of the Board, has appointed KPMG as our independent registered public accounting firm (the independent auditors) with respect to our operations for the fiscal year ending June 30, 2019.2020. KPMG will audit our financial statements for the fiscal year ending June 30, 2019.2020. 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

The following table provides information about fees billed for services rendered by KPMG, our independent registered public accounting firm, for

The Audit Committee’s policy requires that the Audit Committeepre-approve audit andnon-audit services performed by the independent registered public accounting firm. The Audit Committee may delegate itspre-approval authority to its Chairman provided that any such services are subsequently ratified by the entire Audit Committee. In addition, the Chief Financial Officer maypre-approve the engagement of the independent registered public accounting firm for

This Compensation Discussion & Analysis provides a discussion of our compensation

Effective November 2017, Mr. O’Connor ceased to serveDecember 31, 2018, Ms. Coleman stepped down from her role as President and Chief ExecutiveFinancial Officer of the Company.Company and ceased to be an executive officer. This Compensation Discussion & Analysis presents Mr. O’Connor’s 2018Ms. Coleman’s

Stockholder Engagement & Responsiveness

During each of the 2017 and 20182019 fiscal years,year, we have engaged with holders of approximately 70% andtwo-thirds respectively, of our Class A Common Stock concerning our Board, governance and executive compensation practices, with the specific goal of seeking stockholder feedback.

In direct response to our stockholder feedback and the Compensation Committee’s regular review of our programs, and in consultation with the independent compensation consultant, during the 2017 fiscal year we made severalcontinue to make enhancements that we believe further align our compensation practices and disclosures with our long-term strategy and the interests of our stockholders. Such enhancements include the improvement of

Our Compensation Committee has designed a program that reflects four key overarching

In designing our executive compensation program, 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 time-based vesting of compensation.

Elements of Compensation

The Company compensates its NEOs through base salary, annual incentive awards, long-term incentive awards, perquisites and benefit programs. Our annual and long-term incentive programs provide performance-based incentives for our NEOs tied to

The table below summarizes the current elements of our compensation program and how each

20182019 Fiscal Year Annual Compensation Opportunities Mix

As described above, the Company’s compensation program is designed with significant long-term performance-based and

Sound Compensation Governance Practices

The Company’s executive compensation program is overseen by the wholly independent

On October 3, 2018, the Company entered into a new employment agreement with James L. Dolan, effective as of that date, which provides for Mr. Dolan’s employment as the Executive Chairman and Chief Executive Officer of the Company. Mr. Dolan has served as a director and the Executive Chairman of the Company since 2015 and, in November 2017, also became the Company’s Chief Executive Officer.

Since 1987, Mr. Dolan has held a variety of leadership positions at Cablevision, MSG Networks and The Madison Square Garden Company and, as a result, has garnered valuable expertise in the sports, media and entertainment industries. Mr. Dolan is now spearheading an ambitious vision to ensure the Company remains at the forefront of live sports and entertainment innovation and excellence. This vision includes the Company’s plans to buildstate-of-the-art venues, called MSG Sphere, that will pioneer the

income on an annual basis. In London, the Company purchased land in February 2018, where we plan to develop our second MSG Sphere venue. The transformative nature of our current strategy requires us to take a proactive approach to ensuring leadership continuity and to retaining a talented executive team that will execute over the long-term — through and beyond theSpin-Off Transaction and the launch of MSG Sphere. Mr. Dolan is integral to the successful execution of our global growth strategy, including directing these large-scale undertakings and positioning our Company to drive long-term value.

Our Compensation Committee seeks to target reward opportunities and overall incentive approaches that will continue to motivate successful execution, with realized compensation that is aligned with the returns to be created for stockholders. Our Compensation Committee decided that it was in the best interests of the Company and our stockholders to incentivize Mr. Dolan as our Chief Executive Officer. Considering the critical role he plays in the future success of the Company, and upon competitive review, the Compensation Committee approved an employment agreement in October 2018 that keeps Mr. Dolan’s existing salary and annual bonus opportunity the same, while increasing his opportunity to realize long-term incentives in alignment with continued stockholder value creation. Consistent with his prior agreement, Mr. Dolan’s new employment agreement provides for an annual base salary of not less than $1,000,000, and Mr. Dolan’s participation in the Company’s annual bonus program with an annual target bonus opportunity equal to not less than 200% of his base salary. He is also eligible, subject to his continued employment by the Company, to participate in such long-term incentive programs that are made available in the future to similarly situated executives at the Company. With a goal of furthering alignment with continued stockholder value creation, Mr. Dolan’s new employment agreement provided for an increased target annual long-term incentive value of not less than $9,000,000. For

NYSE on the date of grant ($308.75), one equal to 110% of the closing price of Class A Common Stock on the NYSE on the date of grant ($339.63) and one equal to 125% of the closing price of Class A Common Stock on the NYSE on the date of grant ($385.94). Each of the Performance Alignment Option Grants will vest in four equal

The following discussion describes the practices and policies implemented by the Compensation Committee during the fiscal year ended June 30, 2018.2019. For the 20182019 fiscal year, compensation for the NEOs was subject to employment agreements approved by the Company’s Compensation Committee. Information concerning the Company’s current employment agreements with each NEO is

During the 20182019 fiscal year, the independent compensation consultant provided no services to the Company other than those provided to the Compensation Committee.

The companyCompany defines “Total Company Net Revenue” as total revenue for all business units other than specified divisions where contribution is the measure used.used, in which cases Total Company Net Revenue includes the contribution of those units. Contribution is revenue less event-related expenses. In those instances, management believes it serves as a more meaningful measure of revenue.

The Company defines AOI, which is anon-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.businesses and (v) the impact of purchase accounting adjustments related to business acquisitions. Because it is based onupon operating income (loss), AOI (loss) also excludes interest expense (including cash interest expense) and othernon-operating income and expense items. “Business Unit AOI” is based upon the AOI of the business segments less the cost of the Company’s long-term incentive program that is included as an expense of the segments. At the time of grant of an award, theThe performance measures used for purposes of annual incentives or long-term awards may contemplate certain potential future adjustments and exclusions.

Tally Sheets

The Compensation Committee has reviewed tally sheets prepared by the independent compensation consultant, setting forth all components of compensation payable, and the benefits accruing, to the NEOs for the fiscal year ended June 30, 2018,2019, including all cash compensation, benefits,

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 compensation, other information provided by the independent 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 between short-term

(“MPIP”) for the purpose of determining the final annual incentive payouts, and under the Cash Incentive Plan (“CIP”) for the purpose of achieving tax deductibility pursuant to the performance compensation exemptionexception under Section 162(m) as in effect prior to the Tax Cuts and Jobs Act. The annual cash incentives earned for performance in the 2019 fiscal year were structured consistent with our historical practice. See “Compensation Discussion & Analysis —“— Tax Deductibility of Compensation” for a discussion of the impact of the Tax Cuts and Jobs Act on the Company’s compensation program.

Annual Incentive Payouts

The below table summarizes each NEO’s target annual incentive opportunity and actual 20182019 fiscal year annual incentive payouts, as determined by the Compensation Committee.

MPIP

Overview

MPIP awards to all eligible employees arewere conditioned upon the satisfaction of

Performance Targets & Achievement Levels

Financial Component (75%(50%):For the fiscal year ended June 30, 2018,2019, the MPIP financial performance objectives included rigorous Total Company Net Revenue and Company AOI

Based on the performance against thesepre-determined financial performance objectives, the payout result of the financial component of the MPIP was 104.3%.

Strategic Component (25%(50%):For the fiscal year ended June 30, 2018,2019, the MPIP also included a performance component that measuresmeasured achievement against relevant strategic goals, objectives setand metrics specified at the beginning of the fiscal year.

The Company has 11 business units/functions (e.g., Marketing Partnerships, Venue Operations, Corporate) These goals, objectives and each such business unit/function, including Corporate, establishes up to five strategic goals with up to ten discrete metrics under each individual goal, which are reviewed and approved by the Compensation Committee. The strategic goals for each division are assigned a weightCommittee at the beginning of each year.

Goal Setting Process: Each year, specific goals are established for each business function. These goals are intended to align with the Company’s broad strategic initiatives and are subdivided into discrete objectives, which are further cascaded down into specific, measurable metrics that are used to enumerateyear-end achievement. As part of this process, each goal of a specific business function is assigned a weight, and at the end of the fiscal year and the level of achievement of each goal by the business function is evaluated on a four-point scale.

2019 Fiscal Year Corporate Goals & Achievement:In the 2019 fiscal year, the Corporate function’s strategic component focused on numerous core strategies aimed at promoting the Company’s initiatives, which were supported by more than 64 individualized and measurable metrics and tactics. These goals, objectives and

Performance Targets & Achievement Levels

For the 20182019 fiscal year, the Compensation Committee used Business Unit AOI as the financial measure for CIP funding, with no awards payable under the plan if a Business Unit AOI threshold of $120.0$159.9 million was not achieved. For the fiscal year ended June 30, 2018,2019, our Business Unit AOI was $266.6$265.0 million, and the CIP bonus pool was funded. The Compensation Committee used negative discretion to bring CIP payout levels to the same level as payouts for the Corporate function calculated under the MPIP (i.e., 130.0%127.5% of the target level).

Long-term Incentives

Long-term incentives represent a substantial portion of our executive officers’ annual total direct compensation. For the fiscal year ended June 30, 2018,2019, standard long-term incentives were

20182019 Fiscal Year Grants

In August 2017,During the fiscal year ended June 30, 2019, the Compensation Committee approved the following

PerformanceStandard performance stock units are structured to be paid atsettled upon the endlater of September 15^th following a three-year performance period, toand the extent the applicabledate of certification of achievement againstpre-determined financial performance goals are met.measured in the final year of such three-year period. Three quarters of the Performance Alignment PSU Grant granted to Mr. Dolan in October 2018 vest upon the later of September 15, 2021 and the date of certification of achievement against thepre-determined performance goals established for the standard 2019 fiscal year performance stock units and the remaining one quarter will vest on September 15, 2022 (assuming achievement of the required performance goals).

year. For more information, see the Company’s 2018 fiscal year Definitive Proxy Statement, filed with the SEC on October 25, 2018. Goals were set at the beginning of the fiscal year based on the Company’s five-year strategic plan, which is subject to review by the Board in connection with its approval of the

stock options vest in three equal installments on each of the first three anniversaries of the effective date of Mr. Lustgarten’s employment agreement, subject to continued employment.

20162017 Fiscal Year Performance Stock Unit Awards

As previously disclosed, the compensation committee of MSG Networks approved awards of MSG NetworksThe performance stock units granted in September 2016 (the “2017 fiscal year performance stock units”) were subject to Total Company Net Revenue and Business Unit AOI performance objectives, weighted at 50% each, measured over a July 1, 2018 through June 30, 2019 performance period. The target and level of achievement for certaineach performance objective was adjusted in accordance with the terms of our NEOsthe awards. In August 2019, the Compensation Committee certified the Company’s Total Company Net Revenue and Business Unit AOI performance results as a percentage of target performance at 102.6% and 108.4%, respectively, with a resulting payout for the fiscal year ended on June 30, 2016, which were converted into Company awards in connection with the MSG Distribution. Additionally, our Compensation Committee awarded certain other NEOs performance stock units shortly following the MSG Distribution.

In light of the Company’s business and management restructuring following the MSG Distribution, the Company determined to modify the 20162017 fiscal year performance stock units into restrictedof 105.5% of target. The 2017 fiscal year performance stock units that cliff vest on the third anniversary of the date of grant, subject to continued employment, and included a performance threshold designed to achieve tax deductibility pursuant to the performance compensation exemption under Section 162(m) for eligible NEOs.were settled in August 2019.

The Section 162(m) performance objective was certified by the Compensation Committee in September 2016 and the awards vested in accordance with their terms on September 11, 2018.

Benefits offered to executive officers generally provide for retirement income and serve as a safety net against hardships that can arise from

MSG Sports & Entertainment, LLC Cash Balance Pension Plan (the “Cash Balance Pension Plan”), atax-qualified defined benefit plan, for participating employees, including executive officers. Effective March 1, 2011, MSG Networks merged the Madison Square Garden, L.P. Retirement Plan (the “Retirement Plan”), a frozen defined benefit pension plan, into the Cash Balance Pension Plan. Under the MSG Sports & Entertainment, LLC Excess Cash Balance Plan (the “Excess Cash Balance Plan”), anon-qualified nonqualified deferred compensation plan, the Company provides additional benefits to employees, including executive officers, who are restricted by the applicable IRSInternal Revenue Service (“IRS”) annual compensation limitation. Each of the Cash Balance Pension Plan and Excess Cash Balance Plan were frozen to new participants and future benefit accruals effective as of December 31, 2015.

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

Defined Contribution Plans

In connection with the MSG Distribution, the Company assumed from MSG Networks the

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

Aircraft Arrangements

During the fiscal year ended June 30, 2018,2019, the Company owned its own airplane, and also had access to various aircraft through arrangements with various Dolan family entities. Messrs. Dolan and Lustgarten have (and, prior to his departure, Mr. O’Connor had) been permitted to use the Company’s aircraft as well as(including aircraft ofto which MSG has access through various Dolan family entitiesdry lease agreements) for personal use. Mr. Dolan is not required to reimburse the Company for personal use of the Company-owned aircraft. Additionally, Messrs. Dolan and Lustgarten have access to helicopter travel, including for personal travel, whichtravel. Helicopter use has primarily been for purposes of commutation.commutation and they are not required to reimburse the Company for such use. The Company and MSG Networks have agreed on an allocation ofto share the costs of suchMr. Dolan’s personal aircraft and helicopter use with respect to Mr. Dolan.equally. See “Transactions with Related Parties — Aircraft Arrangements.”

The Company is typically reimbursed for the incremental variable costs associated with the personal use of aircraft (other than for commutation)(except as noted above). To the extent any executive officer 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

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

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

agreements. Post-termination compensation is discussed in greater detail in “Executive Compensation Tables — Employment

For fiscal years beginning prior to December 31, 2017, Section 162(m) established 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 doesdid not apply to any compensation that is “qualified performance-based compensation” under 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 meetspre-established objective goals based on performance criteria established under a plan approved by our stockholders. Our short-term and long-term incentive compensation plans havehistorically were generally been

The tables below reflect the compensation of the Company’s NEOs. See “Compensation

The table below summarizes the total compensation paid to or earned by each of our NEOs for the fiscal years ended June 30, 2019, 2018, and 2017, and 2016, respectively. The information set forth below with respect to thePre-MSG Distribution Period is historical MSG Networks compensation. Such historical MSG Networks information has been provided by, or derived from information provided by, MSG Networks and reflects compensation earned during thePre-MSG Distribution Period based upon services rendered to MSG Networks and its subsidiaries. Amounts relating to the MSGPre-Distribution Period that are separately disclosed in the MSG Networks Definitive Proxy Statement, filed with the SEC on October 25, 2018, are not disclosed herein, so as to avoid double-counting. Following the MSG Distribution, ourOur Executive Chairman and Chief Executive Officer, and Executive Vice President and General Counsel and Secretary are shared employees of the Company and MSG Networks, and thereforeNetworks; the information set forth below for