Skip to main content

Playboy, Inc.

For the period ended Jun 13, 2024. Filed Apr 29, 2024.

View on SEC.gov

About 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

PLBY$1.29+4.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
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:

  1. To elect two Class I directors (Ben Kohn and Suhail Rizvi) to our Board of Directors;

  2. To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

  3. To hold an advisory, non-binding vote to approve the compensation of our named executive officers; and

  4. 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 Information3
Attendance at the Meeting3
Access to the Audio Webcast of the Annual Meeting3
Log in Instructions3
Annual Meeting Technical Assistance4
Availability of Live Audio Webcast to Team Members and Other Constituents4
Securities Entitled to Vote4
Matters Scheduled for a Vote4
Board Voting Recommendation4
How to Vote5
Vote Required5
How Your Proxy Will be Voted6
How to Change Your Vote After Submitting Your Proxy6
Costs of Proxy Solicitation Borne by the Company6
How to Submit Shareholder Proposals for Next Year's Annual Meeting7
Householding7
How to Obtain the Results of Voting at Annual Meeting7
Our Mailing Address7
Proposal No. 1 - Election of Directors8
Executive Officers and Additional Director Information10
Board Diversity Matrix11
Corporate Governance13
Board Leadership Structure13
Board Composition13
Board Qualifications14
Qualifications for Director Nominees14
Family Relationships15
Director Independence15
Committees of the Board of Directors15
Director Nominations17
Communications with Directors17
Risk Oversight17
Code of Conduct and Ethics17
Board Attendance17
Director Compensation18
Ownership of Common Stock20
Equity Compensation Plan Information22
Insider Trading Policy; Hedging and Pledging Prohibition22
Clawback Policy23
Executive Compensation24
Summary Compensation Table28
2023 Grants of Plan-Based Awards Table30
Outstanding Equity Awards at 2023 Fiscal Year-End31
Options Exercised and Stock Vested32
Estimate of Potential Payments Upon Termination or Change in Control33
Employment Agreements34
Equity Incentive Plans38
401(k) Plan and Similar Plans39
Pension Benefits39
Non-qualified Deferred Compensation39
Pay Versus Performance39
Certain Relationships and Related-Party and Other Transactions42
Related Person Transaction Policy43
Principal Accountant Fees and Services44
Pre-Approval of Audit and Non-Audit Services44
Audit Committee Report45
Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm46
Proposal No. 3 - Advisory Vote on Named Executive Officer Compensation47
Where to Get Additional Information48
Cost of Proxy Statement and Solicitation48
Stockholder Communications48
Other Business49
Proxy Card49
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.