Playboy, Inc.
For the period ended Jun 13, 2024. Filed Apr 29, 2024.
View on SEC.govAbout this filing
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 13, 2024 · Filed Apr 29, 2024
Contents
Cover page
Show cover page
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 29, 2024
DEAR STOCKHOLDER:
It is my pleasure to invite you to attend the 2024 Annual Meeting of Stockholders of PLBY Group, Inc. (the “Annual Meeting”). The Annual Meeting will be held virtually on June 13, 2024, at 1:00 p.m., Eastern Time. You may attend the virtual meeting and vote your shares electronically during the meeting via live audio webcast by visiting https://www.cstproxy.com/plbygroup/2024.
The enclosed Notice of 2024 Annual Meeting of Stockholders and Proxy Statement describes the proposals to be considered and voted upon at the Annual Meeting.
We hope that all stockholders will virtually attend 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 or by mail by following the instructions included with the proxy card.
On behalf of the Board of Directors and senior management, I would like to express our appreciation for your support and interest in PLBY Group, Inc. I look forward to your engagement with the Annual Meeting.
Sincerely,
Ben Kohn
Chief Executive Officer
NOTICE OF 2024 ANNUAL MEETING OF PLBY GROUP, INC. STOCKHOLDERS
TO THE STOCKHOLDERS OF PLBY GROUP, INC.:
The 2024 Annual Meeting of Stockholders of PLBY Group, Inc. (the “Annual Meeting”) will be held on June 13, 2024, at 1:00 p.m., Eastern Time. We have 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 https://www.cstproxy.com/plbygroup/2024.
The Annual Meeting is being held for the following purposes:
To elect two Class I directors (Ben Kohn and Suhail Rizvi) to our Board of Directors;
To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2024;
To hold an advisory, non-binding vote to approve the compensation of our named executive officers; and
To consider and act upon any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
You may vote on these matters directly or by proxy. Whether or not you plan to virtually attend the Annual Meeting, we ask 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 following the instructions included with the proxy card; or
Vote by mail, by completing and returning the enclosed proxy card in the enclosed addressed stamped envelope.
Only stockholders of record at the close of business on April 30, 2024 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the meeting. This proxy statement and the proxy card were either made available to you online or mailed to you beginning on or about April 29, 2024.
By Order of the Board of Directors:
Chris Riley
General Counsel and Secretary
April 29, 2024
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 13, 2024: This notice of Annual Meeting, proxy statement and accompanying form of proxy card are being made available on or about April 29, 2024. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available free of charge at https://www.cstproxy.com/plbygroup/2024.
PLBY Group, Inc.
Proxy Statement
Table of Contents
| Page | |
|---|---|
| General Information | 3 |
| Attendance at the Meeting | 3 |
| Access to the Audio Webcast of the Annual Meeting | 3 |
| Log in Instructions | 3 |
| Annual Meeting Technical Assistance | 4 |
| Availability of Live Audio Webcast to Team Members and Other Constituents | 4 |
| Securities Entitled to Vote | 4 |
| Matters Scheduled for a Vote | 4 |
| Board Voting Recommendation | 4 |
| How to Vote | 5 |
| Vote Required | 5 |
| How Your Proxy Will be Voted | 6 |
| How to Change Your Vote After Submitting Your Proxy | 6 |
| Costs of Proxy Solicitation Borne by the Company | 6 |
| How to Submit Shareholder Proposals for Next Year's Annual Meeting | 7 |
| Householding | 7 |
| How to Obtain the Results of Voting at Annual Meeting | 7 |
| Our Mailing Address | 7 |
| Proposal No. 1 - Election of Directors | 8 |
| Executive Officers and Additional Director Information | 10 |
| Board Diversity Matrix | 11 |
| Corporate Governance | 13 |
| Board Leadership Structure | 13 |
| Board Composition | 13 |
| Board Qualifications | 14 |
| Qualifications for Director Nominees | 14 |
| Family Relationships | 15 |
| Director Independence | 15 |
| Committees of the Board of Directors | 15 |
| Director Nominations | 17 |
| Communications with Directors | 17 |
| Risk Oversight | 17 |
| Code of Conduct and Ethics | 17 |
| Board Attendance | 17 |
| Director Compensation | 18 |
| Ownership of Common Stock | 20 |
| Equity Compensation Plan Information | 22 |
|---|---|
| Insider Trading Policy; Hedging and Pledging Prohibition | 22 |
| Clawback Policy | 23 |
| Executive Compensation | 24 |
| Summary Compensation Table | 28 |
| 2023 Grants of Plan-Based Awards Table | 30 |
| Outstanding Equity Awards at 2023 Fiscal Year-End | 31 |
| Options Exercised and Stock Vested | 32 |
| Estimate of Potential Payments Upon Termination or Change in Control | 33 |
| Employment Agreements | 34 |
| Equity Incentive Plans | 38 |
| 401(k) Plan and Similar Plans | 39 |
| Pension Benefits | 39 |
| Non-qualified Deferred Compensation | 39 |
| Pay Versus Performance | 39 |
| Certain Relationships and Related-Party and Other Transactions | 42 |
| Related Person Transaction Policy | 43 |
| Principal Accountant Fees and Services | 44 |
| Pre-Approval of Audit and Non-Audit Services | 44 |
| Audit Committee Report | 45 |
| Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm | 46 |
| Proposal No. 3 - Advisory Vote on Named Executive Officer Compensation | 47 |
| Where to Get Additional Information | 48 |
| Cost of Proxy Statement and Solicitation | 48 |
| Stockholder Communications | 48 |
| Other Business | 49 |
| Proxy Card | 49 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.