Playboy, Inc.
For the period ended Jun 16, 2026. Filed Apr 30, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 16, 2026 · Filed Apr 30, 2026
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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 Pursuant to §240.14a-12 |
(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):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
10960 Wilshire Blvd., Suite 2200
Los Angeles, CA 90024
April 30, 2026
DEAR STOCKHOLDER:
It is my pleasure to invite you to attend the 2026 Annual Meeting of Stockholders of Playboy, Inc. (the “Annual Meeting”). The Annual Meeting will be held virtually on June 16, 2026, at 1:00 p.m., Eastern Time. You may attend the virtual Annual Meeting and vote your shares electronically during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/PLBY2026. If you will not attend the Annual Meeting virtually, you may also vote online, by telephone or by mail prior to the Annual Meeting.
The enclosed Notice of 2026 Annual Meeting of Stockholders and Proxy Statement describes the proposals to be considered and voted upon at the Annual Meeting.
Whether or not you plan to attend the virtual Annual Meeting, it is important that you be represented. To ensure that your vote will be received and counted, please vote online, by telephone or by mail by following the instructions included with the Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) that will be provided to you, or promptly sign, date and return the proxy card in the postage-paid envelope (which will be provided to those stockholders who request to receive paper copies of these materials by mail).
On behalf of the Board of Directors and senior management, I would like to express our appreciation for your support and interest in Playboy, Inc. I look forward to your engagement with the Annual Meeting.
Sincerely,
Ben Kohn
Chief Executive Officer & President
Important Notice of Internet Availability for the Annual Meeting to be held on June 16, 2026.
This year we will take advantage of the rules of the U.S. Securities and Exchange Commission that allow us to furnish our proxy materials over the Internet. As a result, we are sending a Notice of Internet Availability to our stockholders rather than a full paper set of the proxy materials. The Notice of Internet Availability contains instructions on how to access our proxy materials on the Internet, as well as instructions on how stockholders may obtain a paper copy of our proxy materials. This process helps the environment and substantially reduces the costs associated with printing and distributing our proxy materials. To make it easier for you to vote, Internet and telephone voting are available. The instructions on the Notice of Internet Availability or, if you received a paper copy of the proxy materials, the proxy card, describe how to use these convenient services.
NOTICE OF 2026 ANNUAL MEETING OF PLAYBOY, INC. STOCKHOLDERS
TO THE STOCKHOLDERS OF PLAYBOY, INC.:
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Playboy, Inc. (the “Company”) will be held on June 16, 2026, at 1:00 p.m., Eastern Time. The Company has adopted a virtual format for the Annual Meeting to provide a safe, consistent and convenient experience to all stockholders regardless of location. You may attend the virtual meeting by visiting www.virtualshareholdermeeting.com/PLBY2026.
The Annual Meeting is being held for the following purposes:
To elect two Class III directors, Tracey Edmonds and James Yaffe, to the Company’s Board of Directors;
To approve the amendment of the Company’s Amended & Restated 2021 Equity and Incentive Compensation Plan (the “Incentive Plan”), to increase the number of shares of the Company’s common stock, par value $0.0001 per share, available under the Incentive Plan by 10,000,000 shares (the “Incentive Plan Amendment Proposal”);
To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;
To hold an advisory, non-binding vote to approve the compensation of the Company’s named executive officers; and
To consider and vote upon the proposal to adjourn or postpone the Annual Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Incentive Plan Amendment Proposal.
You may vote on these matters directly or by proxy. Whether or not you plan to virtually attend the Annual Meeting, the Company asks that you vote by one of the following methods to ensure that your shares will be represented at the meeting in accordance with your wishes:
Vote online by going to www.proxyvote.com and following the instructions on the website;
Vote by phone by calling the toll-free telephone number 1-800-690-6903 and following the recorded instructions; or
Vote by mail, by completing and returning a proxy card in the addressed stamped envelope (which will be provided to those stockholders who request to receive paper copies of proxy materials by mail).
Only stockholders of record at the close of business on April 24, 2026 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the meeting.
As permitted by the Securities and Exchange Commission (“SEC”), the Company is providing access to its proxy materials online under the SEC’s “notice and access” rules. As a result, unless you previously requested electronic or paper delivery on an ongoing basis, the Company is mailing to its stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) instead of a paper copy of the proxy statement and a form of proxy card or voting instruction card. The Notice of Internet Availability contains instructions on how to access such proxy materials online. The Notice of Internet Availability also instructs you on how you may authorize a proxy to vote your shares over the Internet, how you can receive a paper copy of the proxy materials through the mail and how you can enroll in e-delivery. This distribution process is more resource and cost-efficient. The Notice of Internet Availability is first being mailed, and the proxy materials are expected to be made available, to the Company’s stockholders on or about April 30, 2026.
Important Notice of Internet Availability for the Annual Meeting to be held on June 16, 2026. The Notice of Internet Availability and the proxy materials for the Annual Meeting are available through the Internet at www.proxyvote.com. If you received proxy materials for the Annual Meeting via email, the email contains voting instructions and links to the proxy statement for the Annual Meeting on the Internet.
YOUR VOTE IS IMPORTANT. Whether or not you plan to virtually attend the Annual Meeting, Playboy, Inc. urges you to submit your vote via the Internet, telephone or mail.
By Order of the Board of Directors of Playboy, Inc.:
Chris Riley
General Counsel and Secretary
April 30, 2026
Playboy, Inc.
Proxy Statement
| Page | |
|---|---|
| General Information | 3 |
| Attendance at the Annual Meeting | 4 |
| Access to the Audio Webcast of the Annual Meeting | 4 |
| Log in Instructions | 4 |
| Annual Meeting Technical Assistance | 4 |
| Availability of Live Audio Webcast to Team Members and Other Constituents | 4 |
| Securities Entitled to Vote | 5 |
| Matters Scheduled for a Vote | 5 |
| Board Voting Recommendation | 5 |
| How to Vote | 6 |
| Vote Required | 7 |
| How to Obtain Proxy Materials | 7 |
| How Your Proxy Will be Voted | 8 |
| How to Change Your Vote After Submitting Your Proxy | 8 |
| Costs of Proxy Solicitation Borne by the Company | 8 |
| How to Submit Stockholder Proposals for Next Year’s Annual Meeting | 9 |
| Householding | 9 |
| How to Obtain the Results of Voting at Annual Meeting | 9 |
| Our Mailing Address | 9 |
| Proposal No. 1 - Election of Directors | 10 |
| Executive Officers and Additional Director Information | 12 |
| Board Diversity Matrix | 14 |
| Corporate Governance | 15 |
| Board Leadership Structure | 15 |
| Board Composition | 15 |
| Board Qualifications | 16 |
| Qualifications for Director Nominees | 16 |
| Family Relationships | 17 |
| Director Independence | 17 |
| Committees of the Board of Directors | 17 |
| Director Nominations | 19 |
| Communications with Directors | 19 |
| Risk Oversight | 19 |
| Code of Conduct and Ethics | 20 |
| Board Attendance | 20 |
| Delinquent Section 16(a) Reports | 20 |
| Director Compensation | 20 |
| Ownership of Common Stock | 22 |
|---|---|
| Equity Compensation Plan Information | 25 |
| Insider Trading Policy; Hedging and Pledging Prohibition | 25 |
| Clawback Policy | 26 |
| Executive Compensation | 27 |
| Summary Compensation Table | 31 |
| 2025 Grants of Plan-Based Awards Table | 32 |
| Outstanding Equity Awards at 2025 Fiscal Year-End | 33 |
| Options Exercised and Stock Vested | 34 |
| Estimate of Potential Payments Upon Termination or Change in Control | 35 |
| Employment Agreements | 36 |
| Equity Incentive Plans | 39 |
| 401(k) Plan and Similar Plans | 40 |
| Pension Benefits | 40 |
| Non-qualified Deferred Compensation | 40 |
| Pay Versus Performance | 40 |
| Certain Relationships and Related-Party Transactions | 44 |
| Related Person Transaction Policy | 46 |
| Principal Accountant Fees and Services | 46 |
| Pre-Approval of Audit and Non-Audit Services | 47 |
| Audit Committee Report | 47 |
| Proposal No. 2 - Incentive Plan Amendment Proposal | 48 |
| Proposal No. 3 - Ratification of Appointment of Independent Registered Public Accounting Firm | 58 |
| Proposal No. 4 - Advisory Vote on Named Executive Officer Compensation | 60 |
| Proposal No. 5 - Adjournment Proposal | 61 |
| Where to Get Additional Information | 62 |
| Cost of Proxy Statement and Solicitation | 62 |
| Stockholder Communications | 62 |
| Other Business | 63 |
| Form of Proxy Card | 64 |
| Appendix A - Amended & Restated 2021 Equity and Incentive Compensation Plan | 66 |
| Appendix B - Incentive Plan Amendment | 82 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.