[8-K] Soho House & Co Inc. Reports Material Event

Rhea-AI Filing Summary

On June 18, 2025, Soho House & Co Inc. (NYSE: SHCO) held its virtual Annual Meeting of Stockholders.

Shareholders elected four Class I directors—Ron Burkle, Nick Jones, Andrew Carnie and Richard Caring—to serve until the 2028 annual meeting, and two Class II directors—Alice Delahunt and Dasha Zhukova—to serve until 2026. Each nominee received about 1.42 billion votes in favor, with minimal withhold levels (approximately 0.2%-0.4%) and 6.7 million broker non-votes recorded.

Investors also ratified the appointment of BDO LLP as the Company’s independent registered public accounting firm for fiscal 2025 with 1,437,263,238 votes for, 86,131 against and 309,135 abstentions—reflecting more than 99.9% support.

No additional matters were brought before the meeting.

Insights

Corporate Governance Expert

TL;DR: Routine AGM; all directors elected and BDO ratified with overwhelming support—neutral market impact.

The Form 8-K discloses results of Soho House’s 2025 Annual Meeting. Six directors were confirmed with near-unanimous backing, ensuring leadership continuity. Ratification of BDO LLP signals stability in external audit oversight. Voting margins (≈99.8% in favor for directors; >99.9% for auditor) indicate strong shareholder alignment with management. No compensation or strategic items were presented, and no dissent of material size emerged. Because these are ordinary governance matters with no change in control, capital allocation or guidance, the filing is considered informational rather than value-altering.

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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 18, 2025

Soho House & Co Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-40605		86-3664553
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
180 Strand
London, United Kingdom				WC2R 1EA
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: +44 (0) 207 8512300

(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 $0.01 per share		SHCO		New York Stock Exchange

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.

On June 18, 2025, Soho House & Co Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at 11:00 a.m. Eastern Time (4:00 p.m. British Summer Time) virtually via live webcast. Two items of business were acted upon by the stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.

Proposal One: Election of Four Class I Directors and Two Class II Directors

Each of Ron Burkle, Nick Jones, Andrew Carnie and Richard Caring was elected to serve as a Class I director to hold office until the Company’s 2028 annual meeting of stockholders. Each of Alice Delahunt and Dasha Zhukova was elected to serve as a Class II director to hold office until the Company’s 2026 annual meeting of stockholders. Votes were cast as follows:

		For				Withheld				Broker Non-Votes
Class I Nominees
Ron Burkle			1,422,374,327				8,597,768				6,686,409
Nick Jones			1,427,500,164				3,471,931				6,686,409
Andrew Carnie			1,427,619,985				3,352,110				6,686,409
Richard Caring			1,425,760,081				5,212,014				6,686,409
Class II Nominees
Alice Delahunt			1,426,598,016				4,374,079				6,686,409
Dasha Zhukova			1,427,421,580				3,550,515				6,686,409

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of BDO LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year by the following vote:

For		Against		Abstain
1,437,263,238		86,131		309,135

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 thereunto duly authorized.

				Soho House & Co. Inc.
Date: June 20, 2025				By:		/s/ Ben Nwaeke
						Ben Nwaeke, Chief Legal Officer

FAQ

When was Soho House (SHCO) 2025 Annual Meeting held?

June 18, 2025, at 11:00 a.m. ET via live webcast.

Which directors were elected at SHCO’s 2025 Annual Meeting?

Class I: Ron Burkle, Nick Jones, Andrew Carnie, Richard Caring; Class II: Alice Delahunt, Dasha Zhukova.

How long will the newly elected Class I directors serve?

They will serve until the 2028 annual meeting of stockholders.

Was BDO LLP ratified as Soho House’s auditor for fiscal 2025?

Yes. Shareholders voted 1,437,263,238 for, 86,131 against, and 309,135 abstain.

Were there any other proposals besides director elections and auditor ratification?

No. Only the two routine proposals were presented and approved.