Vivid Seats Clarifies Voting Standard for Feb 5 Special Meeting

TL;DR

**Vivid Seats just clarified voting rules for their Feb 5 shareholder meeting, no need to re-vote if you already did.**

AI Summary

Vivid Seats Inc. filed a DEFA14A on January 19, 2024, to supplement its definitive proxy statement from January 9, 2024. This filing clarifies the voting approval standard for proposals at the Special Meeting of Stockholders scheduled for February 5, 2024, at 9:00 a.m. Central Time. This matters to stockholders because it ensures clarity on how votes will be counted for important decisions, potentially impacting the outcome of proposals and the company's future direction.

Why It Matters

This filing ensures shareholders understand the exact requirements for proposals to pass at the upcoming Special Meeting, which is crucial for corporate governance and decision-making.

Risk Assessment

Risk Level: low — This filing is a clarification, not a change in proposals or a new material event, thus posing low risk.

Analyst Insight

Investors should review the clarified voting standards to ensure they understand the implications for any proposals they care about, but no immediate action is required unless they wish to change their vote.

Key Players & Entities

• Vivid Seats Inc. (company) — the registrant filing the DEFA14A
• January 9, 2024 (date) — date of the original definitive proxy statement filing
• February 5, 2024 (date) — date of the Special Meeting of Stockholders
• 9:00 a.m. Central Time (time) — time of the Special Meeting of Stockholders

FAQ

Filing Documents

• ef20018969_defa14a.htm (DEFA14A) — 22KB
• image01.jpg (GRAPHIC) — 90KB
• 0001140361-24-002914.txt ( ) — 147KB

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 Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Vivid Seats Inc. (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 SUPPLEMENT TO THE PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 5, 2024 On January 9, 2024, Vivid Seats Inc. (the " Company ") filed a definitive proxy statement (the " Proxy Meeting "). The Company is providing this supplement to the Proxy Statement (this " Supplement ") solely to avoid any potential ambiguity in the Proxy Statement regarding the voting approval standard for the proposals to be presented at the Special Meeting. This Supplement should be read together with the Proxy Statement. Except as set forth herein, this Supplement does not modify, amend, supplement or otherwise affect the Proxy If you have already voted, you do not need to vote again. If you would like to change or revoke your prior vote, see the Proxy Statement for instructions on how to do so. Voting Approval Standard Section 2.08 of the Company's Amended and Restated Bylaws provides that, as a general rule and in the absence of a higher minimum or different vote requirement, "the affirmative vote of the majority of voting power of capital stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter" is required to approve each of the proposals to be presented at the Special Meeting. Under this voting standard, abstentions will have the same effect as votes against, and broker non-votes will have no effect on the voting outcome of, the proposals to be presented at the Special Meeting. Revised Text of the Proxy Statement 1. Questions & Answers About the Special Meeting The table under "How many votes are required to approve each proposal?" on page 4 of the Proxy Statement is replaced in its entirety with the following: Proposal Vote Required Voting Options Board Voting Recommendation Effect of Abstentions Effect of Broker Non-Votes No. 1: Plan Amendment Proposal Affirmative vote of a majority in voting power of our capital stock issued and outstanding and entitled to vote on the subject matter, present virtually or represented by proxy, at the Special Meeting FOR AGAINST ABSTAIN FOR Treated as votes against None (1) No. 2: Adjournment Proposal Affirmative vote of a majority in voting power of our capital stock issued and outstanding and entitled to vote on the subject matter, present virtually or represented by proxy, at the Special Meeting FOR AGAINST ABSTAIN FOR Treated as votes against None (1) (1) Because they are considered non-discretionary matters, banks, brokers and other nominees will lack the authority to vote uninstructed shares at their discretion on the Plan Amendment and Adjournment Proposals. 2. Proposal No. 1: The Plan Amendment Proposal The disclosure under "Vote Required" on page 15 of the Proxy Statement is replaced in its entirety with the following: " The Plan Amendment Proposal requires the approval of a majority in voting power of capital stock issued and outstanding and entitled to vote on the subject matter, present virtually or represented by proxy, at the Special Meeting. Abstentions, if any, will have the same effect as votes "against" the Plan Amendment Proposal. Because it is considered a non-discretionary matter, banks, brokers and other nominees will lack the authority to vote uninstructed shares at their discretion on the Plan Amendment Proposal and, as a result, broker non-votes, if any, will have no effect on the voting outcome of the Plan Amendment Proposal." 3. Proposal No. 2: The Adjournment Proposal The disclosure under "Vote Required" on page 16 of the Proxy Statement is replaced in its entirety with the following: "The Adjournment Proposal requires the approval of a majority in voting power of our capital stock issued and outstanding and entitled to vote on the subject matter, present virtually or represented by proxy, at the Special Meeting. Abstentions, if any, will have the same effect as votes "against" the Adjournment Proposal. Because it is considered a non-discretionary matter, banks, brokers and other nominees will lack the authority to vote uninstructed shares at their discretion on the Adjournment Proposal and, as a res

View Full Filing

View this DEFA14A filing on SEC EDGAR