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Playboy, Inc.

For the period ended Jun 16, 2025. Filed Apr 30, 2025.

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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, 2025 · Filed Apr 30, 2025

PLBY$1.29+4.0%Stored close · as of Nov 6, 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, 2025

DEAR STOCKHOLDER:

It is my pleasure to invite you to attend the 2025 Annual Meeting of Stockholders of PLBY Group, Inc. (the “Annual Meeting”). The Annual Meeting will be held virtually on June 16, 2025, 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/PLBY2025. 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 2025 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 PLBY Group, 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, 2025.

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 2025 ANNUAL MEETING OF PLBY GROUP, INC. STOCKHOLDERS

TO THE STOCKHOLDERS OF PLBY GROUP, INC.:

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of PLBY Group, Inc. (the “Company”) will be held on June 16, 2025, 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/PLBY2025.

The Annual Meeting is being held for the following purposes:

  1. To elect two Class II directors (Juliana F. Hill and György Gattyán) to the Company’s Board of Directors;

  2. 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, by and between the Company and the Purchaser (the “Nasdaq Proposal”);

  3. To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of Common Stock from 150,000,000 to 400,000,000 (the “Share Increase Proposal”);

  4. To approve an amendment to the Charter to change the Company’s name to “Playboy, Inc.” (the “Name Change Proposal”);

  5. To ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

  6. To hold an advisory, non-binding vote to approve the compensation of the Company’s named executive officers; and

  7. 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 Nasdaq Proposal, the Share Increase Proposal and/or the Name Change 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 21, 2025 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, 2025.

Important Notice of Internet Availability for the Annual Meeting to be held on June 16, 2025. 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, PLBY Group, Inc. urges you to submit your vote via the Internet, telephone or mail.

By Order of the Board of Directors of PLBY Group, Inc.:

Chris Riley

General Counsel and Secretary

April 30, 2025

PLBY Group, Inc.

Proxy Statement

Page
General Information3
Attendance at the Annual Meeting4
Access to the Audio Webcast of the Annual Meeting4
Log in Instructions4
Annual Meeting Technical Assistance4
Availability of Live Audio Webcast to Team Members and Other Constituents5
Securities Entitled to Vote5
Matters Scheduled for a Vote5
Board Voting Recommendation6
How to Vote6
Vote Required7
How to Obtain Proxy Materials8
How Your Proxy Will be Voted8
How to Change Your Vote After Submitting Your Proxy8
Costs of Proxy Solicitation Borne by the Company9
How to Submit Stockholder Proposals for Next Year’s Annual Meeting10
Householding10
How to Obtain the Results of Voting at Annual Meeting10
Our Mailing Address10
Proposal No. 1 - Election of Directors11
Executive Officers and Additional Director Information13
Board Diversity Matrix15
Corporate Governance16
Board Leadership Structure16
Board Composition16
Board Qualifications17
Qualifications for Director Nominees17
Family Relationships18
Director Independence18
Committees of the Board of Directors18
Director Nominations20
Communications with Directors20
Risk Oversight20
Code of Conduct and Ethics20
Board Attendance21
Director Compensation21
Ownership of Common Stock23
Equity Compensation Plan Information26
Insider Trading Policy; Hedging and Pledging Prohibition26
Clawback Policy27
Executive Compensation28
Summary Compensation Table31
2024 Grants of Plan-Based Awards Table32
Outstanding Equity Awards at 2024 Fiscal Year-End33
Options Exercised and Stock Vested34
Estimate of Potential Payments Upon Termination or Change in Control35
Employment Agreements36
Equity Incentive Plans39
401(k) Plan and Similar Plans39
Pension Benefits39
Non-qualified Deferred Compensation39
Pay Versus Performance40
Certain Relationships and Related-Party and Other Transactions43
Related Person Transaction Policy44
Principal Accountant Fees and Services45
Pre-Approval of Audit and Non-Audit Services46
Audit Committee Report46
Proposal No. 2 - Nasdaq Proposal47
Proposal No. 3 - Share Increase Proposal52
Proposal No. 4 - Name Change Proposal56
Proposal No. 5 - Ratification of Appointment of Independent Registered Public Accounting Firm57
Proposal No. 6 - Advisory Vote on Named Executive Officer Compensation58
Proposal No. 7 - Adjournment Proposal59
Where to Get Additional Information60
Cost of Proxy Statement and Solicitation60
Stockholder Communications60
Other Business61
Form of Proxy Card62
Appendix A - Certificate of Amendment64
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.