🧾 What This Document Is

This is TKO Group Holdings' 2026 Proxy Statement (officially a DEF 14A). It's a formal document sent to shareholders ahead of the company's annual meeting, where they'll vote on key issues. Think of it as the company's "meeting agenda and voter guide" for its owners. The main event is the Annual Meeting on June 10, 2026, which will be held entirely online.

👉 Why it matters: This filing tells shareholders who is running the show, how the top executives are paid, and gives a peek into the company's governance. Your vote as a shareholder helps shape its direction.

🏢 What The Company Does

TKO Group Holdings is the parent company of two massive sports-entertainment brands: Ultimate Fighting Championship (UFC) and World Wrestling Entertainment (WWE). They create live events, TV content, and digital media for a global audience.

👉 In simple terms: TKO is the giant that owns both the octagon (UFC) and the wrestling ring (WWE). It's a major player in professional sports and entertainment.

🗳️ What Shareholders Are Voting On

There are two main proposals on the ballot for the June 10 meeting:

1. Proposal 1: Elect 12 Directors to the Board for a one-year term. The entire slate is recommended by the board.
2. Proposal 2: Ratify KPMG LLP as the company's independent accounting firm (auditor) for 2026.

👉 The board recommends voting FOR both proposals. A quorum (holders of a majority of voting power) needs to be present for the votes to count.

👥 The Board & Leadership Team

The board has 12 members up for election, a mix of executives and independent directors with deep experience in sports, media, finance, and technology.

• Key Names: Ariel Emanuel (Executive Chair & CEO), Mark Shapiro (President & COO), Dwayne "The Rock" Johnson, Egon Durban (Co-CEO of Silver Lake), Nick Khan (President of WWE).
• Leadership Structure: Emanuel serves as both Executive Chair and CEO. Steven Koonin is the Lead Independent Director, providing oversight.
• Controlled Company: Because Endeavor Group Holdings (controlled by Silver Lake) owns over 50% of the voting power, TKO is a "controlled company" under NYSE rules. This means it can opt out of some standard governance requirements (like having a fully independent nominating committee).

👉 Why it matters: The board's composition reflects TKO's blend of operational leadership (Emanuel, Shapiro, Khan) and heavyweight investors (Durban). The controlled company status gives Endeavor significant influence.

💰 Executive Compensation Highlights

The filing details how top executives were paid in 2025. Here are some key figures:

• Ariel Emanuel (CEO): Total compensation of $12.5 million. This includes a $1 million salary, a $9 million bonus, and $2.5 million in stock awards.
• Mark Shapiro (President/COO): Total compensation of $8.1 million.
• Andrew Schleimer (CFO): Total compensation of $3.9 million.
• Seth Krauss (CAO): Total compensation of $3.6 million.

The Compensation Committee states that pay is designed to align with company performance and shareholder interests. A "Pay Versus Performance" analysis is included, showing the relationship between executive pay and financial metrics.

📜 Key Governance & Transactions

The document outlines important rules and relationships:

• Auditor Change: In 2024, TKO switched its auditor from Deloitte to KPMG. This was a proactive move due to independence rules after Silver Lake's take-private of Endeavor. KPMG's total fees jumped to $6.9 million in 2025 from $3 million in 2024.
• Related Party Transactions: TKO has significant ongoing dealings with its parent company, Endeavor Group Holdings. These include:
  • A Governance Agreement that gave Endeavor board designee rights (which expired on December 31, 2025).
  • Services Agreements where TKO pays Endeavor for various corporate services.
  • An Endeavor Margin Loan Facility (a loan where TKO's assets may be used as collateral).
• Policies: The company has policies against directors/executives hedging TKO stock or trading on insider information, and requires them to hold significant amounts of company stock.

🔮 What's Next

The immediate focus is the June 10, 2026 Annual Meeting. After the shareholder votes, the newly elected board and ratified auditor will steer the company. Strategically, TKO will continue operating and growing the UFC and WWE brands, navigating its relationship with Endeavor, and executing its business plan in the competitive sports entertainment landscape.

⚖️ Big Picture: Strengths & Risks

• Strengths (👍):
  • Powerhouse Brands: Owns two globally recognized, content-rich sports properties (UFC & WWE).
  • Experienced Leadership & Board: Led by operators like Emanuel and Shapiro, with a board full of industry veterans and financiers.
  • Clear Governance: While a controlled company, it has defined structures like a Lead Independent Director and pre-approval policies for auditors.
• Risks (⚠️):
  • Controlled Company Structure: Minority shareholders have less influence due to Endeavor's controlling vote.
  • Related Party Complexity: Heavy reliance on and transactions with parent company Endeavor create potential conflicts of interest.
  • Executive Pay Scrutiny: High compensation packages, especially for the CEO, will always face shareholder examination.

🧠 The Analogy

Owning TKO stock is like owning a piece of a premier entertainment league that combines the drama of WWE with the combat of UFC. This proxy statement is the rulebook for the league's annual owners' meeting, showing who's coaching the teams (the board), who's managing the stadium (the executives and their pay), and how the league office (Endeavor) is involved. You get to vote on the coaches and the league's accountant.

🧩 Final Takeaway

This proxy shows TKO Group Holdings is solidifying its governance post-Endeavor merger, with a strong board and clear plans. The key things to watch are the continued influence of Endeavor, the performance linking to executive pay, and how the unified leadership team delivers growth from its powerful UFC and WWE assets. Shareholders are being asked to endorse the current leadership and financial oversight.