UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 4, 2019
THE MADISON SQUARE GARDEN COMPANY
(Exact name of registrant as specified in its charter)
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Delaware |
1-36900 |
47-3373056 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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2 Penn Plaza, New York, New York |
10121 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant’s telephone number, including area code (212) 465-6000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Class A Common Stock |
MSG |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On and effective December 4, 2019, the Board of Directors (the “Board”) of The Madison Square Garden Company (the “Company”) approved Amendment No. 1 to the Company’s Amended By-laws (the “By-law Amendment”), pursuant to which Article II, Section 8 (Other Committees) of the Amended By-laws was amended to permit a committee empowered by the Board that is initially composed of two or more directors to continue with the powers and duties delegated to it by the Board with less than two directors if one or more members of the committee are no longer able to serve due to death, disability or incapacity, unless the Board determines otherwise.
The foregoing summary is qualified in its entirety by reference to the By-law Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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3.1 |
Amendment No. 1 to Amended By-laws of the Company, effective December 4, 2019. |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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THE MADISON SQUARE GARDEN COMPANY (Registrant) |
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Dated: December 4, 2019 |
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By: |
/s/ Mark C. Cresitello |
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Name: |
Mark C. Cresitello |
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Title: |
Senior Vice President, Associate General Counsel and Secretary |
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Exhibit 3.1
AMENDMENT NO. 1 TO THE
AMENDED BY-LAWS
OF
THE MADISON SQUARE GARDEN COMPANY
(A DELAWARE CORPORATION)
Effective as of December 4, 2019
Article II, Section 8 of the Amended By-laws of The Madison Square Garden Company is hereby amended and restated in its entirety to read as follows:
8. Other Committees. The Board of Directors may from time to time, by resolution adopted by affirmative vote of a majority of the whole Board of Directors, appoint other committees of the Board of Directors which shall have such powers and duties as the Board of Directors may properly determine. No such other committee of the Board of Directors shall be composed of fewer than two directors; provided, however, that if a committee appointed by the Board of Directors is initially composed of two or more directors and one or more of such directors are no longer able to serve on the committee due to death, disability or incapacity, the committee may continue its appointment with the powers and duties delegated to it by the Board of Directors with less than two directors, unless the Board of Directors determines otherwise. Meetings of such committees of the Board of Directors may be held at any place, within or without the State of Delaware, from time to time designated by the Board of Directors or the committee in question. Such committees may meet at stated times or on two days’ notice by any member of such committee to all other members, by delivered letter, by mail, by courier service or by email. The provisions of Section 4 of this Article II with respect to waiver of notice of meetings of the Board of Directors and participation at meetings of the Board of Directors by means of a conference telephone or similar communications equipment shall apply to meetings of such other committees.