Vivid Seats Inc.
For the period ended Jul 21, 2025. Filed Jul 11, 2025.
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Jul 21, 2025 · Filed Jul 11, 2025
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DEF 14A 1 ny20050616x2_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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24 E. Washington St., Ste. 900
Chicago, IL 60602
July 11, 2025
Fellow Stockholders:
On behalf of the Board of Directors, I invite you to attend a Special Meeting of Stockholders of Vivid Seats Inc., which will be conducted virtually via live webcast on July 21, 2025 at 9:00 a.m. CT.
Accompanying this letter are a Notice of Special Meeting of Stockholders and our Proxy Statement, which describe the business to be conducted at the meeting.
Your vote is important. Whether or not you plan to virtually attend the meeting, vote as soon as possible by following the instructions included in our Proxy Statement. You can vote online, by telephone, or by returning your signed proxy card in the envelope provided.
On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.
Stanley Chia
Chief Executive Officer
24 E. Washington St., Ste. 900
Chicago, IL 60602
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 21, 2025
A Special Meeting of Stockholders (together with any adjournment, postponement, or continuation thereof, the “Special Meeting”) of Vivid Seats Inc., a Delaware corporation (the “Company”), will be conducted virtually via live webcast on July 21, 2025 at 9:00 a.m. CT. Stockholders of record at the close of business on July 8, 2025 (the “Record Date”) may virtually attend the Special Meeting, as well as vote, submit questions, and access a list of the stockholders entitled to vote at the Special Meeting, by visitingwww.virtualshareholdermeeting.com/SEAT2025SM and following the instructions included in the accompanying Proxy Statement.
The Special Meeting is being held to vote on the following matters, each as described in more detail in the accompanying Proxy Statement:
| 1. | Proposal No. 1. To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect, at the option of the Company's Board of Directors, a reverse stock split of the Company’s Class A and Class B common stock, par value $0.0001 per share, at a ratio in the range of 1-for-5 to 1-for-30, inclusive, with such ratio to be determined by the Company’s Board of Directors prior to the effectiveness of such amendment and be publicly announced by the Company. |
| 2. | Proposal No. 2. To approve the adjournment of the Special Meeting to a later date or dates, if necessary, to solicit additional proxies if there are insufficient votes to approve Proposal No. 1. |
Stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting.
Your vote is important. Voting will help ensure the presence of a quorum at the Special Meeting and save the expense of further solicitation. Whether or not you plan to virtually attend the Special Meeting, vote as soon as possible by following the instructions included in the accompanying Proxy Statement. You can vote online, by telephone, or by returning your signed proxy card in the envelope provided.
By Order of the Board of Directors,
Stanley Chia
Chief Executive Officer
Chicago, Illinois
July 11, 2025
This Notice of Special Meeting of Stockholders and the accompanying Proxy Statement are first being distributed on or about July 11, 2025.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on July 21, 2025:
This Notice of Special Meeting of Stockholders and the accompanying Proxy Statement are available free of charge at www.proxyvote.com. A list of the stockholders entitled to vote at the
Special Meeting will be available during the Special Meeting at
www.virtualshareholdermeeting.com/SEAT2025SM.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.