NY false 0001636519 0001636519 2020-06-19 2020-06-19

 

 

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): June 19, 2020

 

MADISON SQUARE GARDEN SPORTS CORP.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-36900

 

47-3373056

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2 Penn Plaza, New York, New York

 

10121

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code (212) 465-4111

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:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A Common Stock

 

MSGS

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 19, 2020, Madison Square Garden Sports Corp. (the “Company”) entered into a letter agreement with Lawrence J. Burian, Executive Vice President and General Counsel of the Company.

Pursuant to the agreement with the Company, solely for purposes of Mr. Burian’s “Good Reason” rights which arose as a result of the changes to his employment at the time of the spinoff by the Company of Madison Square Garden Entertainment Corp. (the “Distribution”), the Company extended the date by which Mr. Burian may voluntarily terminate his employment for Good Reason (as defined in his Employment Agreement, dated as of September 6, 2018 (the “Employment Agreement”) with the Company) to September 16, 2020, or such later date as may be mutually agreed by the parties (such a termination, a “Spin Termination”).

As consideration for the changes to the Employment Agreement, Mr. Burian agreed that any ordinary course long-term incentive awards granted to him by the Company after the date of the agreement will not be eligible to vest pursuant to the Employment Agreement solely in the event of his Spin Termination, unless the Company otherwise determines. The parties also agreed that upon his Spin Termination, Paragraph 2 of Annex B to Mr. Burian’s Employment Agreement will not apply.

The above description does not purport to be complete and is qualified in its entirety by reference to the letter agreement, which is attached as Exhibit 10.1 hereto and incorporated into this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits.

  (d) Exhibits
 

10.1

   

Letter Agreement, dated June 19, 2020, between Madison Square Garden Sports Corp. and Lawrence J. Burian.

         
 

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.

MADISON SQUARE GARDEN SPORTS CORP.

(Registrant)

     

By:

 

/s/ Mark C. Cresitello

Name:

 

Mark C. Cresitello

Title:

 

Senior Vice President, Associate General Counsel and Secretary

Dated: June 19, 2020

Exhibit 10.1

 

LOGO

June 19, 2020

Mr. Lawrence J. Burian

Madison Square Garden Sports Corp.

Two Pennsylvania Plaza

New York, New York 10121

Dear Lawrence:

Reference is made to your Employment Agreement, dated as of September 6, 2018 (the “Employment Agreement”) with Madison Square Garden Sports Corp. (formerly The Madison Square Garden Company, the “Company”). Capitalized terms not defined in this letter have the meaning set forth in the Employment Agreement.

As a condition to a termination of your employment for “Good Reason”, Section 10 of the Employment Agreement requires that you voluntarily terminate your employment with the Company within 90 days following the happening of any action that constitutes Good Reason. Accordingly, the Employment Agreement would require your voluntary termination of employment within 90 days after April 17, 2020, in the event that you determine to exercise a Good Reason termination as a result of the changes to your employment which arose at the time of the spinoff by the Company of Madison Square Garden Entertainment Corp. (the “Distribution”). Solely for purposes of any such exercise of your rights arising at the time of the Distribution (a termination in connection with such exercise, a “Spin Termination”), the Company hereby agrees to extend the date by which you may terminate your employment for Good Reason to September 16, 2020 (i.e., you must provide written notice to the Company on or before September 1, 2020 that you do not consent to the Company’s actions and intend to terminate your employment for “Good Reason”, 15 days prior to the deadline), provided that such date may be further extended by if mutually agreed by the parties. For the avoidance of doubt, nothing in this letter (i) waives your obligation, if you determine to exercise a Good Reason termination, to provide the written notice described above in the form required by the Employment Agreement, or (ii) waives the Company’s right to correct any such action as provided in the Employment Agreement (if such action can be corrected).

You agree that, as consideration for the extension of date of a Spin Termination in Section 10 of the Employment contemplated by this letter, any ordinary course long-term incentive awards (i.e., not any one-time equity award granted in lieu of cash compensation) granted to you by the Company after the date of this letter will not be eligible to vest pursuant to Sections 6(c), 6(d) and 6(e) of the Employment Agreement solely in connection with a Spin Termination, unless the Company otherwise determines.

Furthermore, reference is made to that certain letter agreement, dated on or around the date hereof (the “MSGN Letter Agreement”) by and among you and MSG Networks Inc. (“MSGN”). Pursuant to the MSGN Letter Agreement, upon a Spin Termination MSGN will not be obligated to increase your compensation in accordance with your employment agreement with MSGN. Accordingly, upon a Spin Termination, Paragraph 2 of Annex B of your Employment Agreement shall not apply.

 

MADISON SQUARE GARDEN SPORTS CORP.

TWO PENNSYLVANIA PLAZA, NEW YORK, NY 10121-0091

TEL 212-465-4111

Except as expressly set forth herein, the Employment Agreement shall remain in full force and effect in accordance with its terms. The following provisions of the Employment Agreement shall be incorporated into, and be effective mutatis mutandis with respect to, this letter as if set forth herein in their entirety: Paragraphs 18, 19 and 20. This letter reflects the entire understanding and agreement of you and the Company with respect to the subject matter hereof and supersedes all prior understandings or agreements relating thereto. This agreement may be executed in several counterparts (including, without limitation, by facsimile, PDF or electronic transmission), each of which will be deemed an original, and such counterparts will constitute one and the same instrument.

Please sign below to indicate your agreement and acknowledgement to the terms and conditions of this letter, which will become a binding agreement upon our receipt.

*            *             *

 

2

Sincerely,
Madison Square Garden Sports Corp.
By:  

/s/ Andrew Lustgarten

Name:   Andrew Lustgarten
Title:   President and Chief Executive Officer

 

Accepted and Agreed:

/s/ Lawrence J. Burian

Lawrence J. Burian

Date: June 19, 2020

[Signature Page]