12 nominees · 2 ballot items.
Elect 12 directors; Ratify KPMG LLP as independent auditor for 2026.
Elect Ariel Emanuel, Mark Shapiro, Peter C.B. Bynoe, Egon P. Durban, Dwayne Johnson, Bradley A. Keywell, Nick Khan, Steven R. Koonin, Jonathan A. Kraft, Sonya E. Medina, Nancy R. Tellem and Carrie Wheeler to the Board for a one-year term expiring at the 2027 Annual Meeting.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
This management proposal asks stockholders to ratify the audit committee’s appointment of KPMG LLP as TKO’s independent registered public accounting firm for fiscal 2026. Management is seeking shareholder affirmation as a governance practice, not because Bylaws require ratification. The audit committee’s selection process considered KPMG’s audit quality, technical expertise, industry knowledge, lead partner and team, firm reputation, global capabilities, and familiarity with TKO’s operations—particularly important given TKO’s complex sports, media and live events businesses and recent transactions (e.g., Endeavor Asset Acquisition). KPMG has served since 2024 following the replacement of Deloitte to address auditor independence considerations related to the take-private of Endeavor Group Holdings; the committee reported no disagreements or reportable events with Deloitte prior to replacement. Ratification does not bind the audit committee to keep KPMG; the audit committee retains authority to change auditors. A FOR vote aligns with the board and audit committee’s view that KPMG is qualified, independent, and appropriate given the company’s international operations and audit complexity. Ratification also signals stockholder support for the audit committee’s oversight of financial reporting and auditor selection.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 3.35% | 6,410,388 | $1.3B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 2.18% | 4,174,668 | $842M |
| 3 | Ninety One UK Ltd | 1.89% | 3,619,298 | $730M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.62% | 3,093,546 | $624M |
| 5 | MORGAN STANLEY | 1.60% | 3,053,269 | $616M |
| 6 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 1.48% | 2,830,956 | $571M |
| 7 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.29% | 2,466,409 | $497M |
| 8 | BlackRock, Inc. | 1.29% | 2,456,057 | $495M |
| 9 | Lindsell Train Ltd | 1.28% | 2,449,468 | $494M |
| 10 | XN LP | 0.99% | 1,895,513 | $382M |
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