Vivid Seats Inc. (symbol: SEATW) has filed a Preliminary Schedule 14A proxy statement to convene a virtual Special Meeting of Stockholders in 2025. The agenda contains two management proposals:
- Proposal 1 – Reverse Stock Split: Board authority to amend the Amended & Restated Certificate of Incorporation and effect a reverse split of both Class A and Class B common stock at a ratio ranging from 1-for-5 to 1-for-30. The exact ratio would be selected and publicly announced by the Board prior to effectiveness.
- Proposal 2 – Adjournment: Permission to adjourn, postpone or continue the meeting to solicit additional proxies if votes are insufficient to approve Proposal 1.
Only holders of record as of the yet-to-be-specified Record Date are entitled to vote. Each share of Class A and Class B common stock carries one vote per proposal. A majority of the voting power constitutes a quorum. The company states that no other business may be transacted at this special meeting.
Shareholders can vote in advance online, by telephone, or by mailing the proxy card. Shares held in “street name” must be voted through the relevant broker, bank or nominee. Because both items are classified as routine matters, broker non-votes are not expected, although the proxy materials are not anticipated to be distributed early enough to permit discretionary voting by intermediaries.
The proxy statement also provides standard information on quorum requirements, adjournment logistics, and the availability of proxy materials and the shareholder list through www.proxyvote.com and the designated virtual meeting portal.