Seaport Entertainment Group Inc.
For the period ended Jun 9, 2025. Filed Apr 23, 2025.
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Jun 9, 2025 · Filed Apr 23, 2025
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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 |
|---|---|
| ☐ | Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
SEAPORT ENTERTAINMENT GROUP** **INC.
(Name of the 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):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
A Letter from the CEO
Dear Fellow Stockholders,
We are proud of the progress Seaport Entertainment Group has made since becoming an independent, standalone public company in August 2024. The past year marked a key turning point for the company and I am pleased to share with you the steps we have taken to position the company for sustainable growth moving forward.
Below are a few key highlights from 2024:
| ● | We successfully separated from Howard Hughes Holdings Inc. on July 31, 2024, and subsequently completed a rights offering in October 2024, which generated net proceeds of approximately $166.8 million. This funding strengthened our balance sheet while providing capital to support growth initiatives. |
| ● | We made significant strides in internalizing food and beverage operations in December 2024 by hiring the foundational team from Creative Culinary Management Company (CCMC), an indirect wholly owned subsidiary of Jean-Georges Restaurants. This was an important step which will allow us to optimize our operations while continuing to strive for a best-in-class guest experience in our wholly owned and joint venture-owned restaurants at the Seaport. |
| ● | We entered into a five-year extension of the company’s agreement with Live Nation, continuing the successful concert programming on The Rooftop at Pier 17 and plan to expand that programming into the winter months by utilizing a seasonal glass enclosure. We believe this will help minimize the seasonality of the Seaport neighborhood by driving business in the colder season. |
| ● | We entered into an interim license agreement and long-term lease with Grupo Gitano to open GITANO NYC, the brand’s first permanent, year-round New York City dining and nightlife experience, spanning 13,605 square feet at Pier 17. |
Additionally, we started 2025 with the announcement of a long-term lease with Meow Wolf, an industry-leader in immersive art and interactive experiences, to occupy nearly 75,000 square feet at Pier 17, which will be the first East Coast location for Meow Wolf. This is an important milestone for us and further demonstrates our commitment to bringing innovative, high-quality experiences to our properties that have the potential to attract millions of additional visitors.
As we look ahead, we are excited about the opportunities to enhance the value of our assets across the country. We are confident that the initiatives we have underway—along with the continued dedication of our talented team—will position us for growth.
On behalf of the entire Seaport Entertainment Group team, I would like to thank you for your continued support.
Anton Nikodemus
Chairman, President and Chief Executive Officer
Seaport Entertainment Group Inc.
199 Water Street, 28th Floor
New York, NY 10038
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
Dear Stockholders of Seaport Entertainment Group Inc.:
We cordially invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Seaport Entertainment Group Inc., a Delaware corporation.
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| When | Monday, June 9, 2025 at 10:00 a.m., Eastern time |
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| Where | Virtually at www.virtualshareholdermeeting.com/SEG2025 |
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| Items of Business | 1.Election of the five director nominees named in this proxy statement (the “Proxy Statement”) to serve on our board of directors until our 2026 annual meeting of stockholders and until their successors are duly elected and qualified. Our board of directors recommends a vote “FOR” each nominee. |
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| | 2.Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Our board of directors recommends a vote “FOR” this proposal. |
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| | 3.Transaction of any other business which may properly come before the Annual Meeting or any adjournment or postponement thereof. |
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| Who Can Vote | Only stockholders of record as of the close of business on April 16, 2025 will be entitled to notice of, and to vote at, the Annual Meeting. |
As permitted by the rules of the U.S. Securities and Exchange Commission, we have elected to furnish our proxy materials to stockholders by providing access to the proxy materials on the internet. Accordingly, we are sending our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) rather than a paper set of the proxy materials, unless a stockholder has previously requested printed materials. The Notice includes instructions on how to access our proxy materials over the internet, as well as how to request the proxy materials in paper form.
Your vote is important. We encourage you to vote by proxy in advance of the Annual Meeting, whether or not you plan to attend the virtual meeting. The Notice includes instructions on how to vote, including by internet or telephone. If you hold your shares through a broker, bank or other nominee, please follow the instructions you receive from them.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 9, 2025
This notice of the Annual Meeting, the Proxy Statement and the related proxy card are first being distributed and made available on or about April 23, 2025. The Proxy Statement and our Annual Report on Form 10-K for the fiscal year ending December 31, 2024 are also available on our website, ir.seaportentertainment.com, as well as www.proxyvote.com.
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| | By Order of the Board of Directors, |
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| | Lucy Fato |
| | Executive Vice President, General Counsel and Corporate Secretary |
| | April 23, 2025 |
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