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MSG > SEC Filings for MSG > Form 8-K on 2-Dec-2011All Recent SEC Filings

Show all filings for MADISON SQUARE GARDEN CO

Form 8-K for MADISON SQUARE GARDEN CO


2-Dec-2011

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 30, 2011, The Madison Square Garden Company (the "Company") held its annual meeting of stockholders. In accordance with the Company's Amended and Restated Certificate of Incorporation, the Class A stockholders have one vote per share and the Class B stockholders have ten votes per share. The proposals are described in detail in the Company's proxy statement for the 2011 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on October 13, 2011. The final results for the votes regarding each proposal are set forth below.

1. The Company's Class A stockholders elected the three directors listed below to the Board of Directors. The votes regarding this proposal were as follows:

                                                                    Broker
                                     For           Withheld        Non-Votes
            Richard D. Parsons     51,024,279       3,198,966       3,850,468
            Alan D. Schwartz       48,147,396       6,075,849       3,850,468
            Vincent Tese           47,651,419       6,571,826       3,850,468

The Company's Class B stockholders elected the nine directors listed below to the Board of Directors. The votes regarding this proposal were as follows:

                                                For          Withheld
                James L. Dolan               135,885,550        0
                Charles F. Dolan             135,885,550        0
                Charles P. Dolan             135,885,550        0
                Kristin A. Dolan             135,885,550        0
                Thomas C. Dolan              135,885,550        0
                Brian G. Sweeney             135,885,550        0
                Deborah A. Dolan-Sweeney     135,885,550        0
                Marianne Dolan Weber         135,885,550        0
                Wilt Hildenbrand             135,885,550        0

2. The Company's Class A stockholders and Class B stockholders, voting together as a single class, ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2012 fiscal year. The votes regarding this proposal were as follows:

For Against Abstain Broker Non-Votes 193,124,180 301,205 533,878 0

3. The Company's Class A stockholders and Class B stockholders, voting together as a single class, approved The Madison Square Garden Company 2010 Employee Stock Plan. The votes regarding this proposal were as follows:

For Against Abstain Broker Non-Votes 186,997,513 2,507,479 603,803 3,850,468



4. The Company's Class A stockholders and Class B stockholders, voting together as a single class, approved The Madison Square Garden Company 2010 Cash Incentive Plan. The votes regarding this proposal were as follows:

For Against Abstain Broker Non-Votes 188,943,667 569,729 595,399 3,850,468

5. The Company's Class A stockholders and Class B stockholders, voting together as a single class, approved The Madison Square Garden Company 2010 Non-Employee Director Plan. The votes regarding this proposal were as follows:

For Against Abstain Broker Non-Votes 188,686,909 823,448 598,438 3,850,468

6. The Company's Class A stockholders and Class B stockholders, voting together as a single class, approved in an advisory (non-binding) vote the compensation of the Company's named executive officers. The votes regarding this proposal were as follows:

For Against Abstain Broker Non-Votes 184,141,540 889,275 5,077,980 3,850,468

7. The Company's Class A stockholders and Class B stockholders, voting together as a single class, voted on an advisory (non-binding) basis, on the frequency of stockholder votes on executive compensation. The votes regarding this proposal were as follows:

3 Years 2 Years 1 Year Abstain Broker Non-Votes 149,514,751 36,607 35,487,217 5,070,220 3,850,468


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