filings.toolsTKO Group Holdings 8-K 2025-06-12
Filed 2025-06-13. 1 sections, 5K characters. Original on sec.gov · Markdown · JSON
Form 8-K
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 12, 2025
TKO Group Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-41797 | 92-3569035 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 200 Fifth Avenue, 7th Floor | ||
| New York, New York | 10010 | |
| (Address of principal executive offices) | (Zip Code) |
(646) 558-8333
(Registrant’s telephone number, including area code)
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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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, $0.00001 par value per share | TKO | 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 5.07 | Submission of Matters to a Vote of Security Holders. |
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On June 12, 2025, TKO Group Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, shares of Class A common stock and Class B common stock of the Company representing 190,515,512 votes, or approximately 96.26% of voting power entitled to vote at the Annual Meeting, voting as a single class, were present in person or represented by proxy. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which was described in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2025.
Item 1 — Election of twelve directors to hold office until the Company’s annual meeting of stockholders to be held in 2026, and until their respective successors are duly elected and qualified.
| NOMINEE | Votes FOR | Votes WITHHELD | Broker Non-Votes | |||||||||
| Ariel Emanuel | 166,206,261 | 17,331,444 | 6,977,807 | |||||||||
| Mark Shapiro | 161,373,442 | 22,164,263 | 6,977,807 | |||||||||
| Peter C.B. Bynoe | 165,134,211 | 18,403,494 | 6,977,807 | |||||||||
| Egon P. Durban | 181,307,317 | 2,230,388 | 6,977,807 | |||||||||
| Dwayne Johnson | 178,836,867 | 4,700,838 | 6,977,807 | |||||||||
| Bradley A. Keywell | 182,022,090 | 1,515,615 | 6,977,807 | |||||||||
| Nick Khan | 162,302,268 | 21,235,437 | 6,977,807 | |||||||||
| Steven R. Koonin | 158,669,414 | 24,868,291 | 6,977,807 | |||||||||
| Jonathan A. Kraft | 182,025,003 | 1,512,702 | 6,977,807 | |||||||||
| Sonya E. Medina | 165,891,026 | 17,646,679 | 6,977,807 | |||||||||
| Nancy R. Tellem | 182,363,492 | 1,174,213 | 6,977,807 | |||||||||
| Carrie Wheeler | 172,723,960 | 10,813,745 | 6,977,807 |
Item 2 — Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 190,379,850 | 69,549 | 66,113 | 0 |
Based on the foregoing votes, the twelve director nominees were elected and Item 2 was approved.
SIGNATURE
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.
| TKO GROUP HOLDINGS, INC. | ||
| By: | /s/ Andrew Schleimer | |
| Name: | Andrew Schleimer | |
| Title: | Chief Financial Officer |
Date: June 13, 2025