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

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 and MSG+ and our companion streaming service, MSG GO. For 50 years, we have been a pioneer in regional sports programming, setting a standard of excellence, creativity and technological innovation. Today, our exclusive, award-winning programming continues to be a valuable differentiator for our

The 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, and in response to discussions among employees representing different departments and levels of seniority throughout the Company, we have recently announced a formal diversity and inclusion initiative that reflects an intentional and proactive approach to enhance the diversity of the Company’s workforce and sustain an inclusive workplace.

This deliberate engagement of diverse perspectives will enhance problem solving, inform current and future company strategies, and

The Board has nominated fourteen director candidates. Of the fourteen nominees, four are Class A nominees and ten are Class B nominees.

All director candidates have been nominated for a one-year term to expire at the 2021 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 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 named executive officers (“NEOs”) have substantial and meaningful professional experience in the industry in which the Company

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 sustained achievement of the Company’s key financial goals. The Company considers Company revenue and adjusted operating income (“AOI”) to be the key measures

MSG Networks Inc., incorporated on July 29, 2009, is a Delaware corporation with principal executive offices at 11 Pennsylvania Plaza, New York, NY, 10001. In this proxy statement, the words “Company,” “we,” “us,” “our” and “MSG Networks” collectively refer to MSG Networks Inc., a holding company, and its direct and

These proxy materials are provided in connection with the solicitation of proxies by our Board for the Annual Meeting of Stockholders, towhich will be heldconducted via live audio webcast on Friday, December 4, 2020, at 10:00 a.m. Eastern Time on Friday, December 6, 2019, atTime. You can attend the J.P. Morgan Club atannual meeting via the Madison Square Garden Arena, which is located on Seventh Avenue between West 31st Street and West 33rd Street, New York, NY.internet by visiting www.virtualshareholdermeeting.com/MSGN2020.

When and where is the annual meeting being held?

The annual meeting will be held on Friday, December 4, 2020 at 10:00 a.m. Eastern Time. Our 2020 annual meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. For more information on how to attend the virtual meeting, please see the question titled “How do I attend, vote during and ask questions during the 2020 annual meeting?” below.

Who may vote atduring the annual meeting?

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

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 othersimilar organization to direct them how to vote your shares. If you do not provide votinginstructions, your shares will not be voted on the election of directors or any other proposal on which the brokerage firm, bank, broker-dealeror 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 registered public accounting firm (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) the election of directors (Proposal 1) or (ii) approvaladvisory vote with respect to the compensation of the Company’s 2010 Stock Plan forNon-Employee Directors, as amendedour 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.

If your shares are held of record by a brokerage firm, bank, broker-dealer or other similar organization, you should follow the instructions they provide 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 the Board. 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 and return it without indicating how you would like to vote your shares, your shares will be voted as the Board recommends, which is:

qualified representative attend the virtual 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. Eastern Time on November 25, 201923, 2020 in order to allow enough time forto register such person to attend the issuance of an admission ticket to such person.virtual meeting. For further

How can I get electronic access to the proxy materials?

This Notice of Annual Meeting and Proxy Statement, the proxy card and the Company’s 20192020 Form10-K along with instructions on how to obtain an admission ticket, which is required to attend the annual meeting in person, are available at www.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

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

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 Board discussions and allowing us to consider investors’ views on a range of topics including corporate governance and executive compensation matters.

Our Board has chosen to separate the roles of Executive Chairman and President 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

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 management present. If

Our Board believes that risk oversight is an important Board responsibility. The Board has delegated risk oversight to the Audit Committee, takes the lead on behalfincluding oversight of the Board in this risk oversight role.cybersecurity risks. 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 program. The Compensation Committee, with the assistance of

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, MSG Networks Inc., 11 Pennsylvania Plaza, New York, NY 10001.

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 are not subject to 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. On account of this, and based on our ownership and voting structure, we do not have a majority of independent directors on our Board and we have not created a corporate governance and nominating committee,committee; however, we maintain an independent compensation committee.

Under the terms of our Amended and Restated Certificate of Incorporation, as amended (the “Certificate(“Certificate of Incorporation”), the holders of our 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.

its stockholders will benefit from his fresh perspective, as well as his deep business expertise and industry knowledge.

In reaching its determination for Messrs. Cohen, Lhota, Litvin and Sykes, the Board considered the following:

The Class A Directors evaluate and recommend Class A Director candidates to the Board for nomination as Class A Directors and suggest individuals for the Board to explore in more

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

Compensation Committee Interlocks and Insider Participation

Messrs. Lhota, Litvin and Sykes serve as members of the Compensation Committee. Neither Mr. Litvin nor Mr. Sykes is a current or a former executive officer or employee of the Company. Mr. Lhota was an employee of the Company from June 2, 2010 to November 9, 2011.

Independent Committees

In addition to standing committees, the Company’s Board from time to time appoints or empowers a committee of our Board consisting entirely of independent directors (an “Independent Committee”) to act with respect to specific matters.

The Company has adopted a policy whereby 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 RegulationS-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.

Our Board has also adopted a special approval policy for transactions with MSGMSGE, MSGS and AMC Networks Inc. (“AMC Networks”) and their respective subsidiaries whether or not such transactions qualify as “related party” transactions

The following table describes the components of ournon-management directors’ compensation

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 12 directorsfourteen candidates for election to the Board at this year’s annual meeting.

Of the 12fourteen director nominees, threefour are to be elected by the holders of our Class A Common Stock and nineten are to be elected by the holders of our Class B Common Stock. All 12fourteen nominees have been nominated for a term to expire at the 20202021 annual meeting 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 and return it without indicating how you would like to vote your shares, your shares will be voted to elect each of the director nominees below, as applicable, based on whether you are a holder of our Class A Common Stock or Class B Common Stock. Information on each of our nominees is given below.

JAMES L. DOLAN – Age 6465

Class B Director since July 29, 2009

Committee Membership: None

Other Public Company Directorships: The Madison Square Garden Company, AMC Networks, Inc.MSGE and MSGS

Career Highlights

Mr. Dolan is a director and the Executive Chairman of the Company since 2009. He also assumed the responsibilities of the President and Chief Executive Officer of the Company from March 2015 to July 2015. Mr. Dolan has also served as a director and the Executive Chairman of MSG since 2015, and the Chief Executive Officer of MSGMSGE since November 2017.2019 and as a director and the Executive Chairman of MSGS since 2015. Mr. Dolan was the Chief Executive Officer of MSGS from 2017 to April 2020 and the Chief Executive Officer of Cablevision Systems Corporation (“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. (“Rainbow Media”), a former programming subsidiary of Cablevision that spun-off in 2011 to become AMC Networks, from 1992 to 1995; and Vice President of Cablevision from 1987 to 1992. In addition to MSG,MSGE and MSGS, Mr. Dolan has served as a director since 2011 and Non-Executive Chairman since September 2020 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 spouse of Kristin A. Dolan, son of Charles F. Dolan, the father of Quentin F.Aidan J. Dolan, the brother of 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 in various positions with Cablevision, including as its Chief Executive Officer, his experience in various positions with the Company and its predecessors since 1999, and MSGMSGS since the MSGDistribution and MSGE since the Entertainment Distribution, including as Executive Chairman of the Company, MSGS and MSG,MSGE, the Non-Executive Chairman of AMC Networks, the former Chief Executive Officer of MSGS and the Chief Executive Officer of MSGE, 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, AMC Networks, MSGMSGS, MSGE and Cablevision, our Board has concluded that James L. Dolan should serve as a director of the Company.

CHARLES F. DOLAN – Age 9394

Class B Director since July 29, 2009

Committee Membership: None

Other Public Company Directorships: The Madison Square Garden Company, AMC Networks, Inc.MSGE and MSGS

Career Highlights

Mr. Dolan ishas served as a director since 2011 and theChairman Emeritus of AMC Networks since September 2020. He served as Executive Chairman of AMC Networks since 2011. He served as thefrom 2011 to September 2020 and Chairman of Cablevision from 1985 until its sale in 2016. He was Chief Executive Officer of Cablevision from 1985 to 1995. 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 has served as a director of MSGMSGE since April 2020 and MSGS since 2015 and previously served as a director of Cablevision from 1985 until its sale in 2016. Charles F. Dolan is the father of James L. Dolan and Thomas C. Dolan, the father-in-law of Kristin A. Dolan and Brian G. Sweeney, the grandfather of Quentin F.Aidan J. 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 Chief Executive Officer of Cablevision and its predecessors, his service as Executive Chairman and Chairman Emeritus of AMC Networks, 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, AMC Networks, MSG,MSGS, MSGE, and Cablevision, our Board has concluded that Charles F. Dolan should serve as a director of the Company.

PAUL J. DOLAN – Age 6162

Class B Director since September 30, 2015

Committee Membership: None

Other Public Company Directorships: J.M. Smucker Company, MSGE and MSGS

Career Highlights

Mr. Dolan is the Chairman and Chief Executive Officer of the Cleveland Indians Major League Baseball (“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, Ownership Committee and Diversity and Inclusion Committee. Mr. Dolan has been a director and member of the Executive Compensation Committee of the J.M. Smucker Company since 2006, and as of August 2017, serveshas served as the Chair of the Executive Compensation Committee. Additionally, Mr. Dolan has served as a director of MSGE since April 2020, MSGS since December 2019 and Dix & Eaton, a privately-owned communications and public relations firm, since 2014, is a director nominee of The Madison Square Garden Company and previously served as a director of Cablevision from 2015 until its sale in 2016. 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 Kristin A. Dolan, and the cousin of James L. Dolan, Thomas C. Dolan and Quentin F.Aidan J. 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, MSGS, MSGE and of Cablevision, and his service on the board of another public company, our Board has concluded that Paul J. Dolan should serve as a director of the Company.

WILLIAM J. BELL – Age 80

Class B Director since September 30, 2015

Committee Membership: None

Other Public Company Directorships: AMC Networks

Career Highlights

Mr. Bell was a consultant to Cablevision from 2005 to 2014. He 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 2011. Mr. Bell has also served as the Treasurer and a director of the Lustgarten Foundation for Pancreatic Research since 1998.

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, 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.

Arts. Recognition of Mr. Cohen includes the Sports Broadcasting Hall of Fame and the WWE Hall of Fame, the Sports Business Journal’s Champions Class of 2016, Ellis Island Medal of Honor and Billboard Magazine’s Facilities Manager of the Year (1974 and 1976).

Key Skills & Experience

In light of Mr. Cohen’s long-term experience and knowledge of the media, sports and entertainment industries, our Board has concluded, acting on the recommendation of the directors elected by holders of our Class A Common Stock, that Mr. Cohen should be elected to serve as a director of the Company.

JOEL M. LITVIN – Age 6061

Class A Director since September 30, 2015

Committee Membership: Audit, Compensation

Other Public Company Directorships: None

Career Highlights

Mr. Litvin was the President, League Operations, of the NBA from 2006 until his retirement in 2015. As the NBA’s President, League Operations, he managed several core areas of theday-to-day operations of the NBA, including the league’s basketball operations, 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. As founder and president of Calumet Consulting, LLC, a sports consulting business, Mr. Litvin provides sports consulting services to various sports properties and individuals. Mr. Litvin has served as a member of the Board of Trustees of the Naismith Memorial Basketball Hall of Fame since 2008 and the Board of Directors of Hunger Free America since 2015. Additionally, he has served as a director of USA Climbing, the national governing body for the sport of competition climbing, since 2016, and is also aco-founder and Principal since 2016 of Animal Defense Partnership, anon-profit organization that provides pro bono legal and other professional services to animal protection organizations. Mr. Litvin has also servesserved as an adjunct professor in Columbia University’s master’s degree program in Sports Management.

Key Skills & Experience

In light of Mr. Litvin’s 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 experience, and his service on the board of a charitable institution, our Board has concluded that Joel M. Litvin should serve as a director of the Company.

HANK J. RATNER – Age 6061

Class B Director since September 30, 2015

Committee Membership: None

Other Public Company Directorships: NoneEngine Media Holdings, Inc.

Career Highlights

Mr. Ratner has served as a director of the Garden of Dreams Foundation since 2006, andCo-Chairman of the board of Winview, Inc., a Silicon Valley-based sports gaming app that enhances TV sports viewing by allowing fans to compete inin-game contests through its free mobile app that is synchronized with live sporting events, since 2016. Mr. Ratner also has been a director of GF Sports since 2015, and GF Events since 2016 and Engine Media Holdings, Inc. since July 2020. GF Sports and GF Entertainment are live sport and entertainment companies that, among other things, own the New York Riptide of the National Lacrosse League, professional tennis and equestrian events. Engine Media Holdings, Inc. (Toronto Stock Exchange) is an esports, news streaming and sports gaming company. Mr. Ratner was the President and CEO and a member of the board of Independent Sports and Entertainment, (“ISE”), an integrated sports, media, entertainment and management company that represents athletes in the NBA, NFL and MLB, from May 2016 until May 2018. Previously, Mr. Ratner was the Vice Chairman of Cablevision from 2002 until its sale in 2016. Mr. Ratner previously served as Vice Chairman of the Company from 2014 until 2015, and President and

BRIAN G. SWEENEY – Age 5556

Class B Director since February 9, 2010

Committee Membership: None

Other Public Company Directorships: The Madison Square Garden Company, AMC Networks, Inc.MSGE and MSGS

Career Highlights

Mr. Sweeney served as the President of Cablevision from 2014 and President and Chief Financial Officer of Cablevision from 2015 until its sale in 2016. Previously, Mr. Sweeney served in various other roles at Cablevision, including: Senior Executive Vice President, Strategy and Chief of Staff from 2013 to 2014; Senior Vice President — Strategic Software Solutions from 2012 to 2013; and Senior Vice President — eMedia from 2000 to 2012. Mr. Sweeney has served as a director of MSGE since April 2020, MSGS since 2015 and AMC Networks since 2011 and MSG since 2015, and previously served as a director of Cablevision from 2005 until its sale in 2016. Brian G. Sweeney is theson-in-law of Charles F. Dolan, thebrother-in-law of James L. Dolan, Thomas C. Dolan and Kristin A. Dolan, the uncle of Quentin F.Aidan J. Dolan and the cousin by marriage of Paul J. Dolan.

Key Skills & Experience

In light of his experience in various positions with Cablevision, 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, AMC Networks, MSGMSGS, MSGE, and Cablevision, our Board has concluded that Brian G. Sweeney should serve as a director of the Company.

The Audit Committee, comprised of independent members of the Board, has appointed KPMG asappoints our independent registered public accounting firm (the independent auditors) with respect to our operations for each fiscal year. KPMG LLP (“KPMG”) audited our financial statements for the fiscal year ended June 30, 2020, and the Audit Committee has appointed KPMG as our independent registered public accounting firm with respect to our operations for the fiscal year ending June 30, 2020.2021. However, the Audit Committee is currently conducting a review of its independent registered public accounting firm for the fiscal year ending June 30, 2021 and may decide to appoint a different independent registered public accounting firm prior to or after the 2020 annual meeting if it determines that such a change would be in the best interests of the Company and its stockholders.

Unless the Audit Committee appoints a new independent registered public accounting firm, KPMG will audit our financial statements for the fiscal year ending June 30, 2020. Representatives2021.

Unless the Audit Committee appoints a new independent registered public accounting firm prior to the annual meeting, representatives of KPMG will be present atparticipate in the 2020 annual meeting. Those representatives will have the opportunitymeeting to make a statement if they desire to do so and will answer appropriate questions.

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

This Compensation Discussion & Analysis provides a discussion of our compensation

Business Overview

The Company, 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+. and our companion streaming service, MSG GO. For 50 years, we have been a pioneer in regional sports programming, 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 all of New York State and significant portions of New Jersey and Connecticut, as well as parts of Pennsylvania. MSG GO is currently available to subscribers of all our major distributors. Our networks are also carried nationally by certain distributors on sports tiers or in similar packages.

2019Impact of the COVID-19 Pandemic on Our Business

Due to the coronavirus (“COVID-19”) pandemic, in March 2020 the 2019-20 NHL and NBA seasons were suspended. On May 26, 2020, the NHL announced that the 2019-20 regular season was complete and that certain teams would return to play post-season games, including the Rangers and the Islanders, but not the Devils or the Sabres. On June 4, 2020, the NBA announced that certain

The effects of COVID-19 on our business to date are reflected in our revenues and operating expenses — the net impact of which was positive for AOI in the fourth quarter of fiscal 2020. While these effects did not negatively impact AOI in fiscal 2020, it is difficult to predict the ultimate impact that the COVID-19 pandemic may have on our financial results going forward, including with respect to subscribers, affiliate and advertising revenue and rights fees and other expenses.

2020 Fiscal Year Performance Results

DuringDespite the 2019global challenges created by the COVID-19 pandemic, we achieved several key goals during fiscal year, we again generated solid2020 that have strengthened the Company now and for the future. These successes include:

The strength of our highly-valuedhighly valued exclusive live content, as well as our dedication to delivering a compelling lineup of original programming to our distributors, advertisers and viewers. Highlightsviewers, provides a strong foundation for our business and the fiscal year included:creation of long-term shareholder value. Below is a year-over-year comparison of our financial results:

designed executive compensation policies and programs that are consistent with, explicitly linked to, and supportive of the financial and strategic objectives of growing the Company’s

The table below summarizes the current elements of our compensation program as in effect for the 2020

20192020 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

COMPENSATION PROGRAM PRACTICESAND POLICIES

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 ClearBridge Compensation Group LLC (the “compensation“independent compensation consultant”), an independent compensation consultant, to assist in determining whether the elements of our executive compensation program are reasonable and consistent with our objectives.

The independent compensation consultant collaborates with independent legal counsel and reports directly to the Compensation Committee and, at the request of the Compensation Committee, the independent compensation consultant meets with members of management from time to time for the purpose of gathering information on management proposals and recommendations to be presented to the Compensation Committee.

The services provided by the independent compensation consultant to the Compensation Committee during the fiscal year ended June 30, 20192020 included:

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 recommendations and discussions with the independent compensation consultant, the Compensation Committee determines and approves compensation for the executive officers.

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 Compensation Committee has historically based the performance objectives for the Company’s incentive compensation on Company revenues and AOI. The Company considers these performance objectives to be key measures of the Company’s operating performance.

The Company defines AOI, which is anon-U.S. GAAP financial measure, as operating income before (i) depreciation, amortization and impairments of property and equipment and intangible assets, (ii) share-based compensation expense or benefit, (iii) restructuring charges or

Our executive compensation philosophy is reflected in the principal elements of our executive compensation program, each of which is important to the Company’s goal of attracting, retaining, motivating and rewarding highly-qualified executive officers. The compensation program included the following key elements for the fiscal year ended June 30, 2019:2020: 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 officer 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 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 and long-term compensation is designed to provide a variety of fixed andat-risk compensation that is related to the achievement of the Company’s short-term and long-term objectives.

Mr. Dolan is also employed by MSGE as its Executive Chairman and Chief Executive Officer and by MSGS as its Executive Chairman and Mr. Burian is also employed by MSGS as its Executive Vice President and General Counsel. Messrs. Dolan and Burian receive separate compensation from MSGE and MSGS, as applicable, with respect to such employment. The compensation program and philosophies discussed in this proxy statement reflect only compensation that is paid by the Company for services rendered to the Company. Mr. Dolan is also employed by MSG as its Executive Chairman and Chief Executive Officer and Mr. Burian is also employed by MSG as itsWhile the

year.As a result of the entry into of his new employment agreement, the base salary for Mr. Dolan for the 2021 fiscal year increased to $1,250,000. Mr. Dolan’s total target compensation for the 2021 fiscal year, however, remains unchanged from the 2020 fiscal year levels as his annual long-term incentive target value has been reduced. The base salaries for the NEOs (other than Mr. Dolan, Ms. Greenberg, Messrs. Richter and Burian, and Ms. Darino-GorskiDolan) for the 2021 fiscal year remain unchanged from the 2020 fiscal year remain unchanged at $1,000,000, $1,200,000, $750,000, $360,000, and $400,000, respectively.levels. The Compensation Committee determined salaries for the NEOs 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.

Annual Cash Incentives

Overview

Annual cash incentives historicallyin the 2020 fiscal year were determined by performance against goals: goals

Target Award Opportunities

Each employee eligible for an annual incentive award was assigned a target award equal to a percentage of that employee’s base salary earned duringfor the applicable fiscal year. Target annual incentive opportunities were based upon the applicable employee’s position, grade level, responsibilities, and historical and expected future contributions to the Company. In addition, each employment

Annual Incentive Payouts

The below table summarizes each NEO’s target annual incentive opportunity and actual 2019 2020

execution of the specific strategies, tactics, and measurable metrics which supported each goal.

The strategic component for NEO payouts was calculated based on the extent to which the goals were achieved or missed in the fiscal year.

Based on the Company’s performance against the predetermined goals, the payout result of the strategic component of the MPIP was achieved at 139.3%170.8% of target.

MPIPAnnual Cash Incentive Payout: As a result of the level of achievement of the financial and strategic objectives, as discussed above, the MPIP paid out at 124.3%annual cash incentives achieved 103.6% of the target level. Given the current economic environment and uncertainty facing the Company (e.g., COVID-19-related impacts on the business of live sports), the Committee, in consultation with the independent compensation consultant, exercised negative discretion to reduce the annual cash incentive payout to 100.0% of the target level.

CIP

Overview

NEOs received annual incentive awards underChange to Annual Cash Incentives for the CIP to preserve tax deductibility where possible,

For the 20192020 fiscal year, Mr. Dolan did not receive restricted stock units and performance stock units, and instead received time-based stock options and performance-based stock options as contemplated by his employment agreement.agreement effective as of that time. See “Change to Long-Term Incentives for the 2021 Fiscal Year” below. Half of the stock options are subject to performance-based vesting conditions, with the

price needs to increase for Mr. Dolan to recognize value, and therefore the Compensation Committee believes that Mr. Dolan’s long-term incentive award structure furthers our goal of establishing strong alignment with our stockholders.

Additional information regarding long-term incentive awards granted to NEOs during the 20192020 fiscal year is set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” table under “Executive Compensation Tables” below.

Target Setting

For the 20192020 fiscal year performance stock units granted for the 2019-20212020-2022 fiscal year performance period, the Compensation Committee selected total Company revenue and AOI as the two financial metrics. Goals were set at the beginning of the fiscal year based on the Company’s five-year strategic plan, which is subject to review