Alliance Entertainment Sets Nov. 6 Virtual Shareholder Meeting

TL;DR

**AENTW's upcoming virtual annual meeting is a routine governance check, but investors should still vote FOR the recommended Class II directors to ensure board stability.**

AI Summary

Alliance Entertainment Holding Corporation (AENTW) is holding its virtual 2025 Annual Meeting of Stockholders on November 6, 2025, at 1:15 p.m. Eastern Time. The primary proposal for stockholders is the election of three Class II directors: Terilea Wielenga, Dmitry Kozko, and Sheila Bangalore, to serve until the 2028 Annual Meeting. The Board of Directors, led by Executive Chairman Bruce Ogilvie and CEO/CFO Jeff Walker, unanimously recommends voting "FOR" all director nominees. As of the September 10, 2025 record date, 50,957,370 shares of Class A common stock and 60,000,000 shares of Class E common stock are outstanding and eligible to vote, with Class E shares contractually agreeing to vote proportionally with Class A. The company emphasizes the importance of stockholder participation, offering internet, telephone, and mail voting options, in addition to virtual attendance. The DEF 14A filing does not contain specific financial figures like revenue or net income, focusing solely on the procedural aspects of the upcoming annual meeting and director elections.

Why It Matters

This DEF 14A filing outlines the procedural aspects of Alliance Entertainment's 2025 Annual Meeting, which is crucial for maintaining corporate governance and investor transparency. The election of Class II directors, including Terilea Wielenga, Dmitry Kozko, and Sheila Bangalore, directly impacts the company's strategic direction and oversight for the next three years, affecting long-term value for investors. For employees and customers, a stable and well-governed board can lead to more consistent business operations and strategic decisions. In the competitive entertainment distribution market, effective leadership is paramount, and this meeting ensures the board composition is aligned with the company's goals.

Risk Assessment

Risk Level: low — The filing is a standard DEF 14A proxy statement primarily focused on the procedural aspects of an annual meeting and director elections. It does not introduce new financial risks or significant operational changes. The main 'risk' is the potential for low shareholder participation, which the company mitigates by offering multiple voting methods.

Analyst Insight

Investors should review the qualifications of the nominated Class II directors and cast their vote 'FOR' the Board's recommendations (Terilea Wielenga, Dmitry Kozko, and Sheila Bangalore) to support continuity and the current governance structure. Ensure your vote is submitted by November 5, 2025, via internet, telephone, or mail.

Key Numbers

• November 6, 2025 — Annual Meeting Date (Date of the virtual 2025 Annual Meeting of Stockholders)
• 1:15 p.m. Eastern Time — Annual Meeting Time (Scheduled start time for the virtual Annual Meeting)
• September 10, 2025 — Record Date (Date for determining stockholders entitled to vote)
• 50,957,370 — Class A Common Stock Shares (Shares issued and outstanding as of the Record Date)
• 60,000,000 — Class E Common Stock Shares (Shares issued and outstanding as of the Record Date, entitled to 60,000,000 votes)
• 3 — Number of Directors to be Elected (Class II directors nominated for election)
• 2028 — Term End Year (Year until which elected Class II directors will serve)
• November 5, 2025 — Proxy Voting Deadline (Deadline for internet, telephone, and mail proxy voting)
• 8201 Peters Road, Suite 1000, Plantation, Florida 33324 — Company Address (Principal executive offices of Alliance Entertainment Holding Corporation)
• (407) 644-4256 — Investor Relations Phone (Contact number for voting assistance via Michael Serrano)

Key Players & Entities

• Alliance Entertainment Holding Corporation (company) — Registrant and Company
• Bruce Ogilvie (person) — Executive Chairman of the Board of Directors
• Jeff Walker (person) — CEO and CFO
• Terilea Wielenga (person) — Class II Director Nominee
• Dmitry Kozko (person) — Class II Director Nominee
• Sheila Bangalore (person) — Class II Director Nominee
• Securities and Exchange Commission (regulator) — Regulatory body for filings
• Continental Stock Transfer & Trust Company (company) — Transfer agent and inspector of election
• Michael Serrano (person) — Contact for voting assistance
• W. Tom Donaldson III (person) — Independent Director

FAQ

Industry Context

Alliance Entertainment Holding Corporation operates within the entertainment distribution sector, which is characterized by evolving consumer preferences and the ongoing shift towards digital content consumption. The company's business model likely involves managing a diverse catalog of physical and digital media, requiring robust logistics and inventory management. Competition can be intense, with players ranging from large online retailers to specialized distributors.

Regulatory Implications

As a publicly traded company, Alliance Entertainment Holding Corporation is subject to SEC regulations, including timely filing of disclosures like this DEF 14A. Compliance with corporate governance rules and shareholder voting procedures is paramount. Any missteps in these areas could lead to regulatory scrutiny or shareholder dissatisfaction.

What Investors Should Do

1. Vote your shares
2. Review proxy materials
3. Attend the virtual meeting

Key Dates

• 2025-11-06: Virtual 2025 Annual Meeting of Stockholders — Primary event for voting on director nominees and other business.
• 2025-09-10: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-09-25: Mailing of Notice of Internet Availability of Proxy Materials — Informs stockholders about the availability of proxy materials and how to access them.
• 2028: Term End Year for Class II Directors — Indicates the duration of the elected directors' terms.

Glossary

DEF 14A

A Schedule 14A filing, also known as a Definitive Proxy Statement, is a document filed with the SEC by a company when soliciting proxies from its shareholders for an annual or special meeting. (This is the document type being analyzed, containing information about the annual meeting and proposals.)

Proxy Statement

A document that the SEC requires companies to provide to shareholders before a shareholder meeting. It contains information about the matters to be voted on, including director nominations, executive compensation, and other corporate actions. (This document outlines the proposals to be voted on at the Annual Meeting, including the election of directors.)

Class II Directors

Directors who are part of a specific class of directors, typically elected for staggered terms. In this case, they will serve until the 2028 Annual Meeting. (These are the individuals nominated for election to the Board of Directors.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Establishes the eligibility of stockholders to participate in the voting process for the Annual Meeting.)

Street Name

Refers to shares of a company's stock that are held by a broker or other financial institution on behalf of the beneficial owner, rather than being registered directly in the owner's name. (Explains how shares held by intermediaries are handled for voting purposes.)

Virtual Annual Meeting

A shareholder meeting conducted online, allowing participants to attend, vote, and ask questions remotely via the internet. (The format of the upcoming Annual Meeting, requiring specific access instructions.)

Year-Over-Year Comparison

This DEF 14A filing focuses on procedural matters for the 2025 Annual Meeting, specifically the election of directors. Unlike filings that include financial performance, this document does not provide comparative financial data such as revenue growth or margin changes from the previous year. The primary focus is on the upcoming meeting's agenda and the nominees for the Board of Directors.

Filing Documents

• formdef14a.htm (DEF 14A) — 301KB
• formdef14a_001.jpg (GRAPHIC) — 6KB
• formdef14a_002.jpg (GRAPHIC) — 316KB
• formdef14a_003.jpg (GRAPHIC) — 310KB
• 0001493152-25-014857.txt ( ) — 2260KB
• aent-20250630.xsd (EX-101.SCH) — 3KB
• aent-20250630_def.xml (EX-101.DEF) — 5KB
• aent-20250630_lab.xml (EX-101.LAB) — 52KB
• aent-20250630_pre.xml (EX-101.PRE) — 40KB
• formdef14a_htm.xml (XML) — 4KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Rule 14a-12 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Name of Registrant as Specified In Its Charter) ___________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials: Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 September 25, 2025 Dear Stockholders, We are very pleased to invite you to the virtual 2025 Annual Meeting of Stockholders of Alliance Entertainment Holding Corporation, which will be held on Thursday, November 6, 2025, at 1:15 p.m., Eastern Time. The Annual Meeting will be held virtually via live internet webcast at www.cstproxy.com/aent/2025. Your vote is very important. Whether or not you plan to attend the virtual Annual Meeting, it is important that your shares be represented and voted at the virtual Annual Meeting. Therefore, we urge you to read the enclosed proxy materials and then promptly vote via the internet or telephone or, by completing, signing and returning by mail the enclosed proxy card, even if you plan to attend the virtual Annual Meeting. As a representative of your Board of Directors, it is my pleasure to work closely with the other members of the Board who are similarly committed to our stockholders and providing effective oversight and guidance to management. We deeply value your support. Very truly yours, /s/ Bruce Ogilvie Bruce Ogilvie Executive Chairman of the Board of Directors 2 Alliance Entertainment Holding Corporation 8201 Peters Road, Suite 1000 Plantation, Florida 33324 NOTICE OF VIRTUAL 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 6, 2025 TO OUR STOCKHOLDERS: NOTICE IS HEREBY GIVEN that the virtual 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Alliance Entertainment Holding Corporation (the "Company") will be held on Thursday, November 6, 2025, at 1:15 p.m., Eastern Time, via a live webcast, which can be accessed on the internet by visiting www.cstproxy.com/aent/2025. To access the virtual Annual Meeting, you will need a 16-digit control number. The control number is provided on your proxy card or Notice of Internet Availability of Proxy Materials or through your broker or other nominee if you hold your shares in "street name." Stockholders will be able to attend, vote and submit questions virtually during the Annual Meeting. We are holding the Annual Meeting to consider and vote on the following proposals, as more fully described in the Proxy Statement accompanying this Notice of Annual Meeting: 1 To elect Terilea Wielenga, Dmitry Kozko and Sheila Bangalore to serve as Class II directors on our Board of Directors until the 2028 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified; and 2 To transact such other business as may properly come before the Annual Meeting or at any postponement or adjournment thereof. Our Board of Directors has established the close of business on September 10, 2025, as the record date (the "Record Date") for the determination of stockholders entitled to notice of, and to vote at, the virtual Annual Meeting and at any postponement or adjournment thereof. Only stockholders of record at the close of business on the Record Date are entitled to receive notice of and to vote at the virtual Annual Meeting and any adjournment or postponement thereof. The Notice of Internet Availability of Proxy Materials will be mailed to our stockholders on or about September 25, 2025. If you previously requested electronic or paper delivery of the proxy materials, you will be sent the Proxy Statement, the accompanying proxy card, and our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, which is not a part of our proxy solicitation materials, on or about September 25, 2025. The Notice of Internet Availability of Proxy Materials contains instructions on how to access an electronic copy of our proxy materials. Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the accompanying Proxy Statement and to submit your proxy or voting instructions as soon as possible. In order to ensure the representation of a quorum at the Annual Meeting, stockholders who do not expect to attend the Annual Meeting are urged to vote as soon as possible. For information on how to vote your shares, pl

View Full Filing

View this DEF 14A filing on SEC EDGAR