Vivid Seats (NASDAQ: SEAT) shareholders reelect directors and ratify Deloitte as 2026 auditor

Rhea-AI Filing Summary

Vivid Seats Inc. reported results of its 2026 Annual Meeting of Stockholders held on June 9, 2026. Stockholders elected Class II directors Craig Dixon and Adam Stewart to serve until the 2029 Annual Meeting. Dixon received 7,626,252 votes for and 218,203 withheld, while Stewart received 7,730,187 votes for and 114,268 withheld, with 1,420,017 broker non-votes for each. Stockholders also approved the advisory proposal to ratify Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 9,219,872 votes for, 34,048 against and 10,552 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Craig Dixon: 7,626,252 votes Votes for Adam Stewart: 7,730,187 votes Broker non-votes for each nominee: 1,420,017 votes +3 more

6 metrics

Votes for Craig Dixon 7,626,252 votes Election as Class II director at 2026 Annual Meeting

Votes for Adam Stewart 7,730,187 votes Election as Class II director at 2026 Annual Meeting

Broker non-votes for each nominee 1,420,017 votes Director election broker non-votes

Votes for Deloitte ratification 9,219,872 votes Auditor ratification for fiscal year ending December 31, 2026

Votes against Deloitte ratification 34,048 votes Auditor ratification at 2026 Annual Meeting

Abstentions on Deloitte ratification 10,552 votes Auditor ratification at 2026 Annual Meeting

Key Terms

broker non-votes, Annual Meeting of Stockholders, independent registered public accounting firm, advisory proposal, +1 more

5 terms

broker non-votes financial

"Craig Dixon | | 7,626,252 | | 218,203 | | 1,420,017 Adam Stewart"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 9, 2026."

independent registered public accounting firm financial

"ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory proposal financial

"An advisory proposal to ratify the appointment of Deloitte & Touche LLP"

emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

0001856031false00018560312026-06-092026-06-090001856031us-gaap:CommonClassAMember2026-06-092026-06-090001856031us-gaap:WarrantMember2026-06-092026-06-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 09, 2026

Vivid Seats Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-40926	86-3355184
(State or other jurisdiction of incorporation)			(Commission File Number)	(IRS Employer Identification No.)
24 E. Washington St., Ste. 900
Chicago, Illinois				60602
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: 312 291-9966

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		SEAT		The Nasdaq Stock Market LLC
Warrants to purchase Class A common stock		SEATW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Vivid Seats Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 9, 2026. The voting results for the matters voted on at the Annual Meeting (each as further described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2026) are set forth below.

Proposal No. 1. The following individuals were elected as Class II directors, each to hold office until the Company’s 2029 Annual Meeting of Stockholders, based on the following votes:

Name		For		Withhold		Broker Non-Votes
Craig Dixon		7,626,252		218,203		1,420,017
Adam Stewart		7,730,187		114,268		1,420,017

Proposal No. 2. An advisory proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved based on the following votes:

For		Against		Abstain
9,219,872		34,048		10,552

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Vivid Seats Inc.
Date:	June 15, 2026	By:	/s/ Austin Arnett
			Austin Arnett General Counsel and Corporate Secretary

FAQ

What did Vivid Seats Inc. (SEAT) stockholders decide at the 2026 Annual Meeting?

Stockholders elected two Class II directors and ratified Deloitte & Touche LLP as independent auditor. Craig Dixon and Adam Stewart were chosen to serve until the 2029 Annual Meeting, and Deloitte was approved for the fiscal year ending December 31, 2026.

Who was elected to Vivid Seats Inc. (SEAT) board at the 2026 Annual Meeting?

Craig Dixon and Adam Stewart were elected as Class II directors. Dixon received 7,626,252 votes for, and Stewart received 7,730,187 votes for, with both elections including withhold votes and 1,420,017 broker non-votes recorded for each nominee.

How did Vivid Seats Inc. (SEAT) stockholders vote on the auditor ratification?

Stockholders approved Deloitte & Touche LLP as independent registered public accounting firm. The ratification proposal received 9,219,872 votes for, 34,048 votes against and 10,552 abstentions for the fiscal year ending December 31, 2026, indicating strong shareholder support.

What is the term of the newly elected Class II directors of Vivid Seats Inc. (SEAT)?

The newly elected Class II directors will serve until the 2029 Annual Meeting of Stockholders. This multi-year term provides continuity on the board following the 2026 Annual Meeting held on June 9, 2026, where their elections were confirmed by shareholder vote.

What are broker non-votes in Vivid Seats Inc. (SEAT) 2026 director election results?

Broker non-votes are shares held by brokers that were not voted on a particular proposal. For Vivid Seats’ 2026 director elections, 1,420,017 broker non-votes were recorded for each nominee, meaning those shares were not counted as for or against the directors.

Filing Exhibits & Attachments

1 document

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