Vivid Seats (SEAT) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2025, with shareholders of record as of April 7, 2025, eligible to participate and vote.

• Shareholders can vote online, by phone, or by mail, and may submit questions during the meeting.

• The board recommends voting for all director nominees and for the ratification of Deloitte as auditor.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class I directors (Stanley Chia, Jane DeFlorio, David Donnini) for terms expiring at the 2028 annual meeting.

• A non-binding vote will be held to ratify Deloitte & Touche LLP as the independent registered public accounting firm for 2025.

• No other specific shareholder proposals are included; other business may be transacted as appropriate.

Board of directors and corporate governance

• The board consists of nine directors divided into three classes, with staggered three-year terms.

• A majority of directors are independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent members.

• The Stockholders' Agreement grants Hoya Topco and Horizon certain director nomination rights based on their ownership levels.

• The board has adopted Corporate Governance Guidelines, a Code of Business Conduct & Ethics, and an Insider Trading Policy.