Venu Seeks Shareholder Nod for 200% Stock Plan Increase

TL;DR

**VENU is asking shareholders to greenlight massive dilution to fuel executive compensation, vote AGAINST Proposal 2 unless you're cool with your shares being worth less.**

AI Summary

Venu Holding Corp (VENU) is holding its first Annual Meeting of Shareholders as a public company on October 28, 2025, in Colorado Springs. The company, led by Chairman and CEO JW Roth, focuses on redefining live music experiences through luxury entertainment and hospitality destinations like Luxe FireSuites and Aikman Clubs. Key proposals for shareholders include the election of seven director nominees, and a significant amendment to the 2023 Omnibus Incentive Compensation Plan to increase shares reserved for issuance from 2,500,000 to 7,500,000 shares. Shareholders will also ratify the appointment of Grassi & Co., CPAs, P.C. as the independent auditor for the fiscal year ending December 31, 2025. As of the September 3, 2025 record date, there were 43,186,232 shares of Common Stock outstanding, held by approximately 524 shareholders.

Why It Matters

This DEF 14A filing is crucial for VENU investors as it outlines the company's governance and compensation strategy post-IPO. The proposed increase in the Omnibus Incentive Compensation Plan from 2.5 million to 7.5 million shares could significantly dilute existing shareholder value, impacting per-share earnings and ownership percentages. For employees, this expanded plan offers greater potential for equity-based compensation, aligning their incentives with company performance. In the competitive live entertainment and hospitality market, this move could signal VENU's aggressive growth strategy and its commitment to attracting and retaining top talent, potentially giving it an edge over rivals by offering more attractive compensation packages.

Risk Assessment

Risk Level: medium — The proposed amendment to increase shares reserved for the Omnibus Incentive Compensation Plan from 2,500,000 to 7,500,000 shares represents a 200% increase, which could lead to significant shareholder dilution. With 43,186,232 shares outstanding as of September 3, 2025, adding 5,000,000 more shares for incentives could dilute existing holdings by over 11%.

Analyst Insight

Investors should carefully evaluate Proposal No. 2 regarding the increase in shares for the incentive plan, as it carries significant dilution risk. Consider voting 'AGAINST' this proposal if you are concerned about the potential impact on your ownership percentage and per-share value. Engage with VENU's investor relations for further clarification on the necessity and projected usage of the additional 5,000,000 shares.

Key Numbers

• 7,500,000 shares — Proposed maximum shares for Omnibus Incentive Compensation Plan (Increased from 2,500,000 shares, representing a 200% increase)
• 2,500,000 shares — Current maximum shares for Omnibus Incentive Compensation Plan (Original number of shares reserved for issuance under the Plan)
• 43,186,232 shares — Common Stock outstanding (As of the Record Date, September 3, 2025)
• 524 — Shareholders of record (Approximate number of shareholders as of September 3, 2025)
• October 28, 2025 — Annual Meeting Date (Date of Venu Holding Corporation's Annual Meeting of Shareholders)
• September 3, 2025 — Record Date (Date for determining shareholders entitled to vote at the Annual Meeting)
• $0.001 — Par value per share (Par value of Venu Holding Corporation's Common Stock)

Key Players & Entities

• Venu Holding Corporation (company) — Registrant and issuer of common stock
• JW Roth (person) — Chairman and Chief Executive Officer of Venu Holding Corporation
• Grassi & Co., CPAs, P.C. (company) — Independent auditor for Venu Holding Corporation
• U.S. Securities and Exchange Commission (regulator) — Promulgates rules for proxy materials
• Colonial Stock Transfer (company) — Transfer agent and independent inspector of election for Venu Holding Corporation
• Phil Long Music Hall (company) — Venue for the Annual Meeting of Shareholders
• Luxe FireSuites (company) — Premium concept by Venu Holding Corporation
• Aikman Clubs (company) — Premium concept by Venu Holding Corporation

FAQ

Industry Context

Venu Holding Corp operates in the live music and entertainment hospitality sector, aiming to enhance fan experiences through luxury destinations. The industry is characterized by significant capital investment in venues, reliance on artist bookings, and evolving consumer preferences for premium experiences. Companies in this space compete on location, amenities, exclusivity, and the overall quality of the live event atmosphere.

Regulatory Implications

As a public company, Venu Holding Corp is subject to SEC regulations and disclosure requirements, including the timely filing of proxy statements and annual reports. The proposed amendment to the incentive plan requires shareholder approval, a standard regulatory process for such changes. Compliance with financial reporting standards and corporate governance rules is critical.

What Investors Should Do

1. Vote on Director Nominees
2. Approve Incentive Plan Amendment
3. Ratify Independent Auditor
4. Vote All Matters

Key Dates

• 2025-10-28: Annual Meeting of Shareholders — First annual meeting as a public company, shareholders will vote on director elections, incentive plan amendment, and auditor ratification.
• 2025-09-03: Record Date — Determines which shareholders are entitled to vote at the Annual Meeting.
• 2024-12-31: Fiscal Year End — The independent auditor is being ratified for this fiscal year.
• 2025-09-17: Proxy Statement Distribution — The date the proxy materials were made available to shareholders.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document contains the information being analyzed, including proposals for shareholder vote and company governance.)

Omnibus Incentive Compensation Plan

A plan that allows a company to grant various types of equity-based compensation to employees and directors. (Shareholders are being asked to approve an increase in the number of shares reserved under this plan, which impacts potential dilution.)

Common Stock

The basic form of stock that represents ownership in a corporation and entitles the holder to voting rights. (The number of outstanding shares and their par value are key figures for understanding ownership and potential dilution.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends or vote at a shareholder meeting. (Establishes the pool of shareholders who can vote on the proposals at the October 28, 2025, Annual Meeting.)

Broker non-vote

Occurs when a broker holding shares in 'street name' does not receive voting instructions from the beneficial owner for non-routine matters. (Highlights a potential issue where shareholder votes might not be cast on certain proposals if instructions are not provided.)

Quorum

The minimum number of shareholders or shares required to be present at a meeting for business to be legally transacted. (A quorum of one-third of outstanding shares is needed for the Annual Meeting to proceed, and abstentions/broker non-votes count towards it.)

Par value

A nominal value assigned to a share of stock by the company's charter, often very low. (The par value of Venu's Common Stock is $0.001 per share, which is a standard accounting figure.)

Year-Over-Year Comparison

This is Venu Holding Corp's first Annual Meeting of Shareholders as a public company, meaning there is no prior DEF 14A filing to compare against for metrics like revenue growth, margin changes, or evolving risk factors. The current filing focuses on establishing foundational governance and compensation structures for its public status, including the election of directors and a significant increase in equity available for incentive compensation.

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 per share (the " Common Stock "), reser

Filing Documents

• formdef14a.htm (DEF 14A) — 662KB
• formdef14a_001.jpg (GRAPHIC) — 10KB
• formdef14a_002.jpg (GRAPHIC) — 2KB
• proxy_001.jpg (GRAPHIC) — 1198KB
• 0001641172-25-027080.txt ( ) — 3872KB
• venu-20241231.xsd (EX-101.SCH) — 3KB
• venu-20241231_def.xml (EX-101.DEF) — 5KB
• venu-20241231_lab.xml (EX-101.LAB) — 52KB
• venu-20241231_pre.xml (EX-101.PRE) — 39KB
• formdef14a_htm.xml (XML) — 8KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy (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 Pursuant to 240.14a-12 Venu Holding Corporation (Exact 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 the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. Venu Holding Corporation 1755 Telstar Drive Suite 501 Colorado Springs, Colorado 80920 September 17, 2025 Dear Fellow Shareholders: I am pleased to invite you to attend the Annual Meeting of Shareholders of Venu Holding Corporation (" VENU ") on Tuesday, October 28, 2025, at 4:00 p.m. Mountain Daylight Time. The Annual Meeting will be held in person at the Phil Long Music Hall located at 13071 Bass Pro Drive, Colorado Springs, Colorado 80921. VENU is redefining how fans experience live music by designing revolutionary entertainment and hospitality destinations that unite people through the unparalleled power of music, shared connection, and luxury. Our premium concepts — like Luxe FireSuites and Aikman Clubs — deliver comfort, exclusivity, and unmatched access to the music you love. Backed by thoughtful design and a hospitality-first approach, VENU isn't just building venues — we're building a movement. As Chairman and Chief Executive Officer of VENU, I am proud of our Company's success as a new public company during a year of market turbulence, of our momentous partnerships with brands that deliver value to both our shareholders and our concertgoers, and of VENU's expansion into new states where we are developing We are excited to host our first Annual Meeting of Shareholders as a public company. Whether or not you plan to attend the Annual Meeting in person, your vote matters. We encourage you to promptly vote your shares online, by telephone, or by completing, signing, dating, and mailing your proxy card or voting instruction form. Your trust in our team and belief in our vision for reinventing the live-music experience are invaluable. On behalf of our Board of Directors and our executive leadership team, thanks a million for your continued support of and investment in VENU and for making VENU the stock that rocks. Sincerely, JW Roth Chairman and Chief Executive Officer NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 28, 2025 Notice is hereby given that Venu Holding Corporation (the " Company ") will host its Annual Meeting of Shareholders on Tuesday, October 28, 2025, at 4:00 p.m. Mountain Daylight Time (the " Annual Meeting "). The Annual Meeting will be held in person at the Phil Long Music Hall located at 13071 Bass Pro Drive, Colorado Springs, Colorado 80921. The Annual Meeting is being held for the following purposes: (1) To elect the seven director nominees listed in the accompanying Proxy Statement to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified; (2) To consider and approve an amendment to the Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive Compensation Plan (the " Plan ") to increase the number of shares of the Company's common stock, par value $0.001 per share (the " Common Stock "), reserved for issuance under the Plan from 2,500,000 shares to 7,500,000 shares; (3) To ratify the appointment of Grassi & Co., CPAs, P.C. as the Company's independent auditor for the fiscal year ending December 31, 2025; and (4) To transact such other business as may lawfully come before the meeting or any adjournment thereof. Shareholders of record at the close of business on September 3, 2025, are entitled to notice of and to vote at the Annual Meeting and any postponements or adjournments thereof. A list of shareholders of record at the close of business on September 3, 2025, will be available for inspection by any shareholder for a period of ten days prior to the Annual Meeting at our principal office at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920. We are providing access to our proxy materials by notifying our shareholders of the availability of our proxy Materials on the Internet. The enclosed Proxy Statement and a copy of the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (the " Annual Report ") are available free of charge on the Investor Relations section of our website at https://investors.venu.live . and www.colonialstock.com/VenuHoldingCorporation . Your vote is very imp

View Full Filing

View this DEF 14A filing on SEC EDGAR