Vivid Seats (SEAT) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 9, 2026, with shareholders of record as of April 17, 2026, eligible to vote and participate.

• Key items for shareholder vote include the election of two Class II directors and ratification of the independent auditor for 2026.

• Proxy materials are distributed electronically, with options for online, phone, or mail voting.

Voting matters and shareholder proposals

• Shareholders will vote on electing Craig Dixon and Adam Stewart as Class II directors, each to serve until 2029.

• Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2026 is up for a non-binding vote.

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

Board of directors and corporate governance

• The board consists of eight directors divided into three classes, with staggered terms to promote continuity.

• Board leadership is currently split between a Chair (David Donnini) and CEO (Lawrence Fey), with periodic reviews of this structure.

• A majority of directors are independent under Nasdaq rules.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined responsibilities and independent members.

• Director nomination rights are governed by a Stockholders' Agreement, granting designation rights to major shareholders GTCR and Horizon.