WEBTOON Entertainment Inc.
For the period ended Jun 4, 2025. Filed Apr 23, 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 4, 2025 · Filed Apr 23, 2025
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UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
SCHEDULE 14AProxy Statement Pursuant to Section 14(a) of theSecurities Exchange Act of 1934
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
WEBTOON Entertainment Inc.
(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 the appropriate box):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Notice of 2025 Annual
Meeting of Stockholders
MEETING DETAILS
| Date & TimeWednesday, June 4, 2025, at 3:00 p.m. Pacific Daylight Time | LocationVirtually via live webcast by visiting http://www.virtualshareholdermeeting.com/WBTN2025 | Record DateApril 11, 2025 |
The 2025 Annual Meeting of stockholders of WEBTOON Entertainment Inc. (“WEBTOON” or the “Company”) will be held virtually on Wednesday, June 4, 2025, at 3:00 p.m. Pacific Daylight Time via live webcast (the “Annual Meeting”).
The webcast is designed to provide stockholders the opportunity to participate virtually to facilitate stockholder attendance and to provide a consistent experience to all stockholders, regardless of location. You will be able to attend the Annual Meeting, vote, and submit questions virtually via live webcast by visiting http://www.virtualshareholdermeeting.com/WBTN2025. To be admitted to the Annual Meeting webcast, you must enter the 16-digit control number found on the proxy card, voter instruction form or notice of internet availability you received. For further information on Annual Meeting logistics, see the section titled “Commonly Asked Questions and Answers About the Annual Meeting.”
The accompanying proxy statement (the “Proxy Statement”) provides information about the matters we will ask you to consider at the Annual Meeting, which are:
| 1 | to elect one nominee identified in the accompanying Proxy Statement to serve as a Class I director until the 2028 annual meeting of stockholders and until her successor is duly elected and qualified; |
| 2 | to approve, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers; |
| 3 | to approve, on an advisory, non-binding basis, the frequency of future advisory votes on named executive officer compensation; |
| 4 | to ratify the appointment of Samil PricewaterhouseCoopers as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and |
| 5 | to transact other business as may properly come before the meeting or any adjournment of the meeting. |
Stockholders of record as of the close of business on April 11, 2025, are entitled to vote. A list of stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to the date of the Annual Meeting, at 5700 Wilshire Blvd., Suite 220, Los Angeles, California 90036.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2025The notice of Annual Meeting, the Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024 are available on our website at https://ir.webtoon.com. Additionally, you may access our proxy materials at www.ProxyVote.com.
The Notice of Internet Availability of proxy materials is first being delivered to the Company’s stockholders of record on or about April 23, 2025.
Every stockholder vote is important. Even if you plan to attend the Annual Meeting, we encourage you to vote promptly online, by telephone, or, if you received or requested paper copies of your proxy materials, by signing, dating, and returning your proxy card by mail, so that a quorum may be represented at the meeting.
By Order of the Board of Directors,
Maximilian Jo
General Counsel and Corporate Secretary
April 23, 2025
| COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 1 |
|---|---|
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 6 |
| PROPOSAL 1 - ELECTION OF DIRECTORS | 10 |
| EXECUTIVE OFFICERS | 20 |
| EXECUTIVE COMPENSATION | 22 |
| DIRECTOR COMPENSATION | 40 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 44 |
| EQUITY COMPENSATION PLAN INFORMATION | 47 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 48 |
| PROPOSAL 2 - APPROVAL OF, ON AN ADVISORY, NON-BINDING BASIS, THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS | 50 |
| PROPOSAL 3 - APPROVAL OF, ON AN ADVISORY, NON-BINDING BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION | 51 |
| PROPOSAL 4 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 52 |
| REPORT OF THE AUDIT COMMITTEE | 54 |
| OTHER MATTERS | 55 |
| WHERE TO FIND ADDITIONAL INFORMATION | 56 |
| APPENDIX A: NON-GAAP FINANCIAL MEASURES | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.