UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☒ | Definitive Additional Materials | |
| ☐ | Soliciting Material under §240.14a-12 | |
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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SUPPLEMENT TO THE PROXY STATEMENT
FOR THE 2020 ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement Supplement, dated November 24, 2020 (this “Supplement”), supplements the definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed by Madison Square Garden Entertainment Corp. (the “Company”) with the Securities and Exchange Commission on October 27, 2020 in connection with the Company’s Annual Meeting of Stockholders to be held on December 10, 2020 (the “Annual Meeting”). Other than as set forth in this Supplement, no changes have been made to the Proxy Statement. This Supplement should be read together with the Proxy Statement.
The following information supplements the information in Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm, which begins on page 36 of the Proxy Statement:
Following a periodic review conducted by the Audit Committee, on November 18, 2020, the Audit Committee determined that a change in the Company’s registered public accounting firm is in the best interests of the Company and its stockholders. The Audit Committee selected Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending June 30, 2021, effective as of November 18, 2020. KPMG LLP (“KPMG”), the Company’s current independent registered public accounting firm, was dismissed by the Audit Committee on November 18, 2020.
As a result of the change in the Company’s independent registered public accounting firm, Proposal 2 is for stockholders to ratify the appointment of Deloitte as its independent registered public accounting firm for the fiscal year ending June 30, 2021. As disclosed in the Proxy Statement, the persons named on the Company’s proxy card will be authorized to vote your shares on Proposal 2 as you (or your broker) have instructed notwithstanding the change in the Company’s accounting firm.
Representatives of Deloitte will participate in the Annual Meeting to answer appropriate questions.
Additional Information Regarding the Change in the Company’s Independent Registered Public Accounting Firm
KPMG’s report on the Company’s consolidated balance sheet as of June 30, 2020 and the combined balance sheet (the entertainment business of Madison Square Garden Sports Corp.) as of June 30, 2019, the related consolidated and combined statements of operations, comprehensive income (loss), cash flows, and equity and redeemable noncontrolling interests for the year ended June 30, 2020, and the combined statements of operations, comprehensive income (loss), cash flows, and equity and redeemable noncontrolling interests for each of the years in the two-year period ended June 30, 2019 (collectively, the “consolidated and combined financial statements”) did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except as follows: KPMG’s report on the Company’s consolidated and combined financial statements as of and for the year ended June 30, 2020, contained an unqualified opinion that the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2020, in conformity with U.S. generally accepted accounting principles, and included a separate paragraph stating that “As described in Note 2 to the consolidated and combined financial statements, effective July 1, 2019, the Company changed its method of accounting for leases due to the adoption of ASC Topic 842, Leases, and effective July 1, 2018, the Company changed its method of accounting for revenue due to the adoption of ASC Topic 606, Revenue from Contracts with Customers.”
During the fiscal years ended June 30, 2020 and 2019, and the subsequent interim periods through November 18, 2020, including the Company’s fiscal first quarter ended September 30, 2020, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934 (“Regulation S-K”) and the related instructions between the Company and KPMG on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference to such disagreements in their reports on the Company’s consolidated and combined financial statements for such periods; or (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
KPMG furnished the Company with a letter addressed to the SEC stating whether or not KPMG agrees with the above statements and stating the respects, if any, in which KPMG does not agree with such statements. A copy of KPMG’s letter, dated November 24, 2020, was filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 24, 2020.
During the fiscal years ended June 30, 2020 and 2019 and the subsequent interim periods through November 18, 2020, neither the Company nor anyone on its behalf has consulted with Deloitte regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.