Vivid Seats (SEAT) Proxy Filing summary

Executive summary

• A special meeting will be held virtually to vote on two key proposals: a reverse stock split and potential adjournment if more votes are needed.

• The reverse stock split would combine shares at a ratio between 1-for-5 and 1-for-30, to be determined by the board.

• The board unanimously recommends voting in favor of both proposals.

• The reverse stock split aims to enhance marketability, maintain Nasdaq listing, and provide flexibility for future business needs.

• Forward-looking statements highlight risks and uncertainties, including the potential impact on trading price and liquidity.

Voting matters and shareholder proposals

• Proposal 1: Approve an amendment for a reverse stock split of Class A and B common stock at a board-determined ratio between 1-for-5 and 1-for-30.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit votes for Proposal 1.

• No other business will be conducted at the special meeting.

• Each share of common stock is entitled to one vote per proposal.

• Abstentions are treated as votes against; broker non-votes are not expected.

Board of directors and corporate governance

• The board has sole discretion to implement the reverse stock split and set the split ratio within the approved range.

• The board believes a flexible ratio is in the best interest of shareholders due to unpredictable market conditions.

• The board is not currently aware of any takeover attempts and states the split is not intended as an anti-takeover measure.