PLBY Group Inc

DEF 14A 1 plbydefinitiveproxystateme.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:

(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):

10960 Wilshire Blvd., Suite 2200

Los Angeles, CA 90024

February 4, 2025

DEAR STOCKHOLDER:

It is my pleasure to invite you to attend a Special Meeting of Stockholders (the “Special Meeting”) of PLBY Group, Inc. (the “Company”). The Special Meeting will be held virtually on March 20, 2025, at 10:00 a.m., Pacific Time at www.virtualshareholdermeeting.com/PLBY2025SM. You may attend the virtual Special Meeting and vote your shares electronically during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/PLBY2025SM. If you will not attend the Special Meeting virtually, you may also vote online, by telephone or by mail prior to the Special Meeting.

At the Special Meeting you will be asked to consider and vote on a proposal to approve, for purposes of Nasdaq Listing Rule 5635(b), the issuance by the Company of 16,956,842 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), at a sale price of $1.50 per share to The Million S.a.r.l. (the “Purchaser”) pursuant to the terms of the Securities Purchase Agreement, dated December 14, 2024 (the“December Purchase Agreement”), by and between the Company and the Purchaser (the “Nasdaq Proposal”). The last reported sale price of the Company’s Common Stock on Nasdaq on December 13, 2024 was $1.41 per share, resulting in a sale price under the December Purchase Agreement that was approximately 6.4% greater than the closing price of the Company’s Common Stock on Nasdaq on the trading day immediately preceding execution of the agreement. At the Special Meeting, you may also be asked to consider and vote on a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Nasdaq Proposal at the time of the Special Meeting.

The enclosed Notice of Special Meeting of Stockholders and Proxy Statement describes the proposals to be considered and voted upon at the Special Meeting.

Whether or not you plan to attend the virtual Special 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).

I look forward to your engagement with the Special Meeting.

Sincerely,

Ben Kohn

Chief Executive Officer & President

Important Notice of Internet Availability for the Special Meeting of Stockholders to be held on March 20, 2025.

This year we will take advantage of the rules of the U.S. Securities and Exchange Commission (“SEC”) that allow us to furnish our proxy materials over the Internet. As a result, we are sending a Notice of Internet Availability of Proxy Materials to our shareholders rather than a full paper set of the proxy materials. The Notice of Internet Availability of Proxy Materials 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 of Proxy Materials or, if you received a paper copy of the proxy materials, the proxy card, describe how to use these convenient services.

NOTICE OF SPECIAL MEETING OF PLBY GROUP, INC. STOCKHOLDERS

TO THE STOCKHOLDERS OF PLBY GROUP, INC.:

A Special Meeting of Stockholders (the “Special Meeting”) of PLBY Group, Inc. (the “Company”) will be held on March 20, 2025, at 10:00 a.m., Pacific Time. We have adopted a virtual format for the Special 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/PLBY2025SM.

The Special Meeting is being held for the following purposes:

1. To consider and vote to approve, for purposes of Nasdaq Listing Rule 5635(b), the issuance by the Company of 16,956,842 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), at a sale price of $1.50 per share to The Million S.a.r.l. (the “Purchaser”), pursuant to the terms of the Securities Purchase Agreement, dated December 14, 2024 (the “December Purchase Agreement”), by and between the Company and the Purchaser (the “Nasdaq Proposal”); and

2. To consider and vote upon the proposal to adjourn or postpone the Special 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 adopt the Nasdaq Proposal (the “Adjournment Proposal”).

You may vote on these matters directly or by proxy. Whether or not you plan to virtually attend the Special 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 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 January 23, 2025 are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the meeting.

As permitted by the Securities and Exchange Commission (“SEC”), we are providing access to our 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, we are mailing to our 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 our stockholders on or about February 4, 2025.

Important Notice of Internet Availability for the Special Meeting of Stockholders to be held on March 20, 2025. The Notice of Internet Availability and the proxy materials for the Special Meeting are available through the Internet at www.proxyvote.com. If you received proxy materials for the Special Meeting via email, the email contains voting instructions and links to the proxy statement for the Special Meeting on the Internet.

YOUR VOTE IS IMPORTANT. Whether or not you plan to virtually attend the Special Meeting, we urge you to submit your vote via the Internet, telephone or mail.

By Order of the Board of Directors:

Chris Riley

General Counsel and Secretary

February 4, 2025

PLBY Group, Inc.

Proxy Statement

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