.5
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||
| D55810-S24934-S24935 KEEP THIS PORTION FOR YOUR RECORDS | ||
| — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — | ||
| DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| MADISON SQUARE GARDEN ENTERTAINMENT CORP. | ||||||||||
| Unless otherwise specified in the spaces provided, the undersigned’s vote is cast FOR Proposals 1 and 2, as more fully described in the accompanying Proxy Statement. |
||||||||||
| The Board of Directors recommends you vote FOR Proposals 1 and 2: |
For | Against | Abstain | |||||||
| 1. Approval of the issuance of Madison Square Garden Entertainment Corp. common stock as consideration for MSG Networks Inc. stockholders pursuant to the Agreement and Plan of Merger, dated as of March 25, 2021 (as may be amended from time to time), among MSG Networks Inc., Madison Square Garden Entertainment Corp. and Broadway Sub Inc. |
☐ | ☐ | ☐ | |||||||
| 2. Approval of the adjournment of Madison Square Garden Entertainment Corp.’s special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve Proposal 1. |
☐ |
☐ |
☐ |
|||||||
|
NOTE: Such other business as may properly come before the meeting or any adjournment thereof. |
||||||||||
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. Your signature should appear the same as your name appears. If signing as attorney, executor, trustee or guardian, please indicate the capacity in which signing. When signing as joint tenants, all parties to the joint tenancy must sign. When a corporation gives the proxy, it should be signed by an authorized officer and the corporate seal affixed.
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Important Notice Regarding the Internet Availability of Proxy Materials for the Special Meeting of Stockholders:
The Notice and Proxy Statement is available at www.proxyvote.com.
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
FOLD AND DETACH HERE
|
D55811-S24934-S24935 |
CLASS A PROXY CARD
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
Solicited by the Board of Directors for the
Special Meeting of Stockholders on July 8, 2021
The undersigned hereby appoints Mark H. FitzPatrick, Scott S. Packman and Emma Y. Barnett and each of them, jointly and severally, proxies with full power of substitution, to vote all stock of Madison Square Garden Entertainment Corp. (the “Company”) which the undersigned is entitled to vote at the Company’s Special Meeting of Stockholders to be held at the J.P. Morgan Club at the Madison Square Garden Arena, located on Seventh Avenue between West 31st Street and West 33rd Street, New York, NY 10121, on Thursday, July 8, 2021, at 10:00 a.m., Eastern Time, and any adjournment or postponement thereof, hereby ratifying all that said proxies or their substitutes may do by virtue hereof, and the undersigned authorizes and instructs said proxies to vote as stated on the reverse side. If you sign and return this proxy card but do not give any direction, these shares will be voted FOR Proposals 1 and 2, in the discretion of the proxies, and upon such other matters as may properly come before the Special Meeting and at any adjournment or postponement thereof.
Attention participants in the AMC Networks Inc. 401(k) Plan: If you hold shares of the Company’s Class A Common Stock through the AMC Networks Inc. 401(k) Plan, you should complete, sign and return this proxy card to instruct Fidelity Management Trust Company, as Trustee of the Plan, how to vote these shares. Your proxy card must be received no later than 11:59 p.m., Eastern Time, on July 5, 2021 so that the Trustee (who votes the shares on behalf of the AMC Networks Inc. 401(k) Plan participants) has adequate time to tabulate the voting instructions. Fidelity Management Trust Company shall not vote shares of the Company’s Class A Common Stock allocated to a participant’s account for which it has not received instructions from the participant. Please read the enclosed Proxy Statement for more information.
Important Notice: To attend the Special Meeting you must have an admission ticket and comply with COVID-19 safety protocols. To obtain an admission ticket, go to www.proxyvote.com or call 1-844-318-0137 (toll-free) or 925-331-6070 (international). The deadline to obtain an admission ticket is 5:00 p.m., Eastern Time, on July 2, 2021. For further details, see “How can I attend the special meetings?” in the Proxy Statement. In addition, video and audio recording devices and other electronic devices will not be permitted at the special meeting and attendees will be subject to security inspections.
The undersigned hereby acknowledges receipt of the Notice of the Special Meeting and the Proxy Statement of the Company.
(Continued and to be signed on the reverse side)
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||
| D55812-S24934-S24935 KEEP THIS PORTION FOR YOUR RECORDS | ||
| — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — | ||
| DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| MADISON SQUARE GARDEN ENTERTAINMENT CORP. | ||||||||||
| Unless otherwise specified in the spaces provided, the undersigned’s vote is cast FOR Proposals 1 and 2, as more fully described in the accompanying Proxy Statement. |
||||||||||
| The Board of Directors recommends you vote FOR Proposals 1 and 2: |
For | Against | Abstain | |||||||
| 1. Approval of the issuance of Madison Square Garden Entertainment Corp. common stock as consideration for MSG Networks Inc. stockholders pursuant to the Agreement and Plan of Merger, dated as of March 25, 2021 (as may be amended from time to time), among MSG Networks Inc., Madison Square Garden Entertainment Corp. and Broadway Sub Inc. |
☐ | ☐ | ☐ | |||||||
| 2. Approval of the adjournment of Madison Square Garden Entertainment Corp.’s special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve Proposal 1. |
☐ |
☐ |
☐ |
|||||||
|
NOTE: Such other business as may properly come before the meeting or any adjournment thereof. |
||||||||||
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. Your signature should appear the same as your name appears. If signing as attorney, executor, trustee or guardian, please indicate the capacity in which signing. When signing as joint tenants, all parties to the joint tenancy must sign. When a corporation gives the proxy, it should be signed by an authorized officer and the corporate seal affixed.
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Important Notice Regarding the Internet Availability of Proxy Materials for the Special Meeting of Stockholders:
The Notice and Proxy Statement is available at www.proxyvote.com.
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
FOLD AND DETACH HERE
|
D55813-S24934-S24935 |
CLASS B PROXY CARD
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
Solicited by the Board of Directors for the
Special Meeting of Stockholders on July 8, 2021
The undersigned hereby appoints Mark H. FitzPatrick, Scott S. Packman and Emma Y. Barnett and each of them, jointly and severally, proxies with full power of substitution, to vote all stock of Madison Square Garden Entertainment Corp. (the “Company”) which the undersigned is entitled to vote at the Company’s Special Meeting of Stockholders to be held at the J.P. Morgan Club at the Madison Square Garden Arena, located on Seventh Avenue between West 31st Street and West 33rd Street, New York, NY 10121, on Thursday, July 8, 2021, at 10:00 a.m., Eastern Time, and any adjournment or postponement thereof, hereby ratifying all that said proxies or their substitutes may do by virtue hereof, and the undersigned authorizes and instructs said proxies to vote as stated on the reverse side. If you sign and return this proxy card but do not give any direction, these shares will be voted FOR Proposals 1 and 2, in the discretion of the proxies, and upon such other matters as may properly come before the Special Meeting and at any adjournment or postponement thereof.
Important Notice: To attend the Special Meeting you must have an admission ticket and comply with COVID-19 safety protocols. To obtain an admission ticket, go to www.proxyvote.com or call 1-844-318-0137 (toll-free) or 925-331-6070 (international). The deadline to obtain an admission ticket is 5:00 p.m., Eastern Time, on July 2, 2021. For further details, see “How can I attend the special meetings?” in the Proxy Statement. In addition, video and audio recording devices and other electronic devices will not be permitted at the special meeting and attendees will be subject to security inspections.
The undersigned hereby acknowledges receipt of the Notice of the Special Meeting and the Proxy Statement of the Company.
(Continued and to be signed on the reverse side)