Sector: Communication
TKO GROUP HOLDINGS INC CLASS A · Meeting: June 10, 2026
Directors FOR
10
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Against Analysis
Mr. Durban currently serves on the boards of Dell Technologies, Unity Software, and multiple other public companies (Endeavor, City Football Group, Group 42, Qualtrics, TikTok USDS JV, Waymo are disclosed), putting his total public-company board count at 4 or more, which triggers the overboarding rule under our policy; a non-executive director holding four or more public company board seats raises serious concerns about whether he can devote adequate time to each company's oversight.
The proxy explicitly discloses that Mr. Johnson was unable to attend several board meetings during 2025 due to prior business commitments, and therefore did not meet the 75% attendance threshold required by our policy; poor attendance is a straightforward signal of inadequate engagement, regardless of the reasons offered.
For Analysis
TKO's 3-year stock return of 85.9% outperforms the company-disclosed peer group median of 68.0% by +17.9 percentage points, well below the 65-point gap required to trigger an AGAINST vote under the strong-positive-TSR threshold; no overboarding, attendance, or independence concerns apply.
TKO's 3-year outperformance versus peer group median (+17.9pp) does not trigger the performance threshold; no overboarding, attendance, or independence concerns identified; Shapiro serves on the Nominating Committee (not audit or compensation) which raises no independence flags as he is a non-independent insider.
Stock performance versus the peer group does not trigger the underperformance threshold; no overboarding is evident from the disclosed board seats; attended at least 75% of meetings in 2025 per proxy disclosure.
Joined in January 2024 — fewer than 24 months before the meeting date of June 2026 — placing him within the new-director exemption window; no overboarding or independence concerns identified.
No TSR underperformance trigger applies given TKO's strong 3-year peer-group outperformance; Khan serves as an inside director (WWE President) on the Nominating Committee only, which raises no independence concern under our policy; no overboarding or attendance issues identified.
Lead Independent Director with relevant media and sports executive experience; TKO's 3-year TSR relative to the disclosed peer group does not trigger the underperformance threshold; no overboarding or attendance issues identified.
No TSR underperformance trigger applies; Kraft's primary public-company affiliation is TKO, with other roles at private and nonprofit entities; no overboarding, attendance, or independence concerns identified.
Independent director serving on both Audit and Compensation Committees with appropriate qualifications; TKO's peer-relative stock performance does not trigger the underperformance threshold; no overboarding or attendance issues identified.
Independent director on the Audit Committee with substantial entertainment-industry and legal credentials; no TSR trigger, overboarding, or attendance concerns apply.
Independent Audit Committee Chair designated as an audit committee financial expert; also sits on the APi Group board (one other public-company seat, well within the overboarding limit); no TSR trigger or attendance concerns.
Ten of twelve nominees receive a FOR vote. Egon Durban is flagged AGAINST for overboarding — he holds board seats at Dell Technologies, Unity Software, and several other entities, exceeding the four-seat limit for non-executive directors. Dwayne Johnson is flagged AGAINST for falling below the 75% meeting-attendance threshold, as explicitly disclosed in the proxy. All other nominees pass the TSR, independence, overboarding, and attendance screens.
CEO
Ariel Emanuel
Total Comp
$67,361,782
Prior Support
N/A
CEO Ariel Emanuel received total pay of approximately $67.4 million in 2025, a figure that is dramatically above the benchmark for a CEO at a $14.5 billion Communications Services company, far exceeding the 20% threshold above which our policy requires a NO vote. While TKO delivered strong operating results in 2025, the equity awards granted to executives are entirely time-vesting stock units with no performance hurdles — meaning executives receive full value simply by staying employed, regardless of future results — which our policy treats as fixed pay disguised as variable pay and grounds for a NO vote. The large discretionary cash bonuses (totaling $11.9 million for the CEO alone, on top of an already above-target formula bonus) and a mid-year one-time equity grant of approximately $16.8 million further inflate total pay without clear, pre-established performance conditions tied to long-term shareholder outcomes.
Auditor
KPMG LLP
Tenure
2 yrs
Audit Fees
$4,714,629
Non-Audit Fees
$2,202,000
KPMG has served as TKO's auditor only since 2024 (approximately 2 years), well below the 25-year tenure threshold. Non-audit fees (audit-related fees of $2,146,000 plus tax fees of $56,000 = $2,202,000) represent approximately 47% of audit fees ($4,714,629), just below the 50% threshold that would trigger an AGAINST vote; the elevated audit-related fees are explained by one-time due diligence work related to the Endeavor Asset Acquisition, which provides reasonable context. KPMG is a Big 4 firm appropriate for a $14.5 billion market-cap company, and no material restatements are disclosed.
The 2026 TKO annual meeting presents two proposals on the standard ballot: director elections and auditor ratification, both straightforward, plus a Say on Pay advisory vote which is not explicitly listed as a separate numbered proposal in the filing but is evaluated based on disclosed compensation data. Two directors — Egon Durban (overboarding) and Dwayne Johnson (attendance below 75%) — receive AGAINST votes; the remaining ten nominees receive FOR votes. KPMG passes the auditor screens with a short tenure and non-audit fee ratio just below the trigger. Executive compensation receives an AGAINST vote driven by CEO pay of $67.4 million — far above any reasonable benchmark — paired with equity awards that carry no performance conditions, meaning executive rewards are not meaningfully tied to future shareholder outcomes.
14 companies disclosed in 2026 proxy filing
