UNITED STATES

SCHEDULE 14A

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Vivid Seats Inc.

24 E. Washington St., Ste. 900

Chicago, IL 60602

April 24, 2024

Dear Fellow Stockholders:

On behalf of the Board of Directors, I cordially invite you to attend the 2024 Annual Meeting of Stockholders of Vivid Seats Inc., which will be held on June 4, 2024 at 9:00 a.m. CT. The virtual meeting will be conducted via live webcast.

In accordance with Securities and Exchange Commission rules allowing companies to furnish proxy materials to stockholders over the internet, we have sent a Notice of Internet of Availability of Proxy Materials to stockholders of record at the close of business on April 9, 2024 (the record date for the meeting) containing instructions on how to access our proxy materials and vote online. If you would like to instead receive a paper copy of our proxy materials, follow the instructions included on the Notice of Internet Availability.

Accompanying this letter are a Notice of Annual Meeting of Stockholders and a Proxy Statement, which describe the business to be conducted at the meeting.

Your vote is important. Whether or not you plan to virtually attend the meeting, vote as soon as possible by following the instructions set forth in the accompanying Proxy Statement. You may vote online, by telephone or, if you received a paper copy of the proxy materials, by returning your signed proxy card in the envelope provided.

On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.

 

Stanley Chia

Chief Executive Officer

 

Vivid Seats Inc.

24 E. Washington St., Ste. 900

Chicago, IL 60602

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 4, 2024

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Vivid Seats Inc., a Delaware corporation (the “Company”), will be held on June 4, 2024 at 9:00 a.m. CT. The virtual Annual Meeting will be conducted via live webcast. Stockholders of record at the close of business on April 9, 2024 (the “Record Date”) may virtually attend, vote, submit questions and access a list of the stockholders of record at the close of business on the Record Date during the Annual Meeting by visiting www.virtualshareholdermeeting.com/SEAT2024 and following the instructions set forth in the accompanying Proxy Statement.

The Annual Meeting is being held to:

These items of business are described in the accompanying Proxy Statement. Stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting or any adjournment, postponement or continuation thereof.

By Order of the Board of Directors,

 

Stanley Chia

Chicago, Illinois

April 24, 2024

This Notice of Annual Meeting of Stockholders and the accompanying Proxy Statement are first being distributed or made available on or about April 24, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 4, 2024:

This Notice of Annual Meeting of Stockholders, the accompanying Proxy Statement and our 2023 Annual Report are available without charge at www.proxyvote.com. A list of the stockholders of record at the close of business on the Record Date will also be available during the Annual Meeting at www.virtualshareholdermeeting.com/SEAT2024.

 

Table of Contents

 

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 4, 2024

This proxy statement (this “Proxy Statement”) and our Annual Report on Form 10-K for the year ended December 31, 2023 (our “2023 Annual Report” and, together with this Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders, the “Proxy Materials”) are being furnished by and on behalf of the Board of Directors (our “Board”) of Vivid Seats Inc., a Delaware corporation (“we,” “us” or “our”), in connection with our 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The Proxy Materials are first being distributed or made available on or about April 24, 2024.

QUESTIONS & ANSWERS

It is important that your shares be represented at the Annual Meeting, whether or not you plan to virtually attend. If you were a stockholder of record at the close of business on the Record Date, there are three ways to vote by proxy:

Internet and telephone voting facilities will be available 24 hours a day until 10:59 p.m. CT on June 3, 2024. Mailed proxy cards must be received by June 3, 2024. If you hold shares in street name, you must comply with the applicable voting deadline provided by your bank, broker or other nominee.

To virtually attend, vote, submit questions and access a list of the stockholders of record at the close of business on the Record Date during the Annual Meeting, you will need the 16-digit control number included on your Notice Card, your proxy card or the instructions that accompanied your Proxy Materials. If you hold shares in street name, you must contact your bank, broker or other nominee to obtain your control number or otherwise vote your shares. If you lose your control number, you may virtually join the Annual Meeting as a “guest,” but you will be unable to vote, submit questions or access the list of stockholders.

If you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy by virtually attending the Annual Meeting and voting again if you obtain a signed proxy from your bank, broker or other nominee giving you the right to do so.

Your attendance at the Annual Meeting by itself will not revoke your proxy unless you (i) give written notice of revocation thereof to our Corporate Secretary before your proxy is voted or (ii) vote again at the Annual Meeting.

Only your most recent voting instructions (whether submitted online, by telephone or by mail) will be counted.

PROPOSAL NO. 1:

Three Class III directors will be elected at the Annual Meeting, each to hold office until our 2027 Annual Meeting of Stockholders. Our Board has nominated each of Mark Anderson, Todd Boehly and Julie Masino for election as Class III directors at the Annual Meeting. Each nominee has agreed to serve if elected, and our Board has no reason to believe that any nominee will be unable to serve. If, prior to the Annual Meeting, our Board should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for such nominee will be voted for a substitute nominee selected by our Board. Alternatively, at our Board’s discretion, such proxies may be voted for such fewer number of nominees as results from the inability of such nominee to serve.

Each of Mr. Anderson, Mr. Boehly and Ms. Masino was designated pursuant to the Stockholders’ Agreement (as defined herein). See “Transactions With Related Persons—Related Person Transactions—Stockholders’ Agreement.”

Board Voting Recommendation

Class III Director Nominees

We believe each of our Class III director nominees and continuing directors displays: personal and professional integrity; a satisfactory level of education and/or business experience; broad-based business acumen; an appropriate understanding of our business and the industries relevant thereto; the ability and willingness to devote adequate time to the work of our Board and, as applicable, its committees; skills and personality traits that complement those of our other directors and help promote a Board that is effective, collegial and responsive to our needs; strategic thinking and a willingness to share ideas; a diversity of expertise, experience, background and perspective; and the ability to represent the interests of all of our stockholders.

Information as of the Record Date regarding each Class III director nominee and continuing director, which highlights the specific experiences, qualifications, attributes and skills that led our Board to conclude that such individual should serve as a director in light of our business and structure, is set forth below.

Continuing Directors

Information as of the Record Date about each continuing member of our Board is set forth below.

Board Diversity Matrix

The following table sets forth certain gender and demographic information as of April 24, 2024 with respect to our directors in accordance with applicable Nasdaq Rules:

PROPOSAL NO. 2:

The Audit Committee of our Board (our “Audit Committee”) appoints our independent registered public accounting firm. In this regard, our Audit Committee evaluates the qualifications, performance and independence of – and determines whether to re-engage – our independent registered public accounting firm. As part of this evaluation, our Audit Committee considers, among other factors: the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the lead audit partner and the audit team assigned to our account; the firm’s overall strength and reputation; the firm’s global capabilities relative to our business; and the firm’s knowledge of our operations. Deloitte & Touche LLP (“Deloitte”) has served as our independent registered public accounting firm since 2021. Neither Deloitte nor any of its members has any direct or indirect financial interest in, or any connection with, us in any capacity other than as our auditors and providing audit and permissible non-audit related services. Upon consideration of these and other factors, our Audit Committee has appointed Deloitte to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

Representatives of Deloitte are expected to virtually attend the Annual Meeting and will have an opportunity to make a statement and be available to respond to appropriate questions from stockholders.

Our Board is submitting the appointment of Deloitte to stockholders for ratification because it values stockholders’ views and believes that stockholder ratification is a good corporate governance practice. However, the vote is advisory and non-binding. If stockholders do not ratify the appointment, our Audit Committee will reconsider the appointment, after which it may select another audit firm or nonetheless retain Deloitte. Further, even if stockholders ratify the appointment, our Audit Committee may select another audit firm if it determines doing so would be in the best interests of us and our stockholders.

Board Voting Recommendation

Auditor Fees

The following table sets forth Deloitte’s fees for each of the last two fiscal years:

Pre-Approval Policy & Procedures

Our Audit Committee has adopted a policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by Deloitte may be pre-approved. The Pre-Approval Policy generally provides that we will not engage Deloitte to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by our Audit Committee or its Chair, who has been delegated such authority (provided that any pre-approval decision made by our Audit Committee Chair will be presented to our Audit Committee at its next scheduled meeting) (“Specific Pre-Approval”), or (ii) entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy (“General Pre-Approval”). Unless a type of service to be provided by Deloitte has received General Pre-Approval, it requires Specific Pre-Approval. For both types of pre-approval, our Audit Committee (or its Chair) will consider whether (i) such services are consistent with SEC rules on auditor independence, (ii) Deloitte is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with our business, people, culture, accounting systems, risk profile and other factors, and (iii) the service might enhance our ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no single factor will necessarily be determinative. On a periodic basis, our Audit Committee reviews and provides General Pre-Approval for the services (and related fee levels or budgeted amounts) that may be provided by Deloitte without first obtaining Specific Pre-Approval. Our Audit Committee may revise the list of services that have General Pre-Approval from time to time, based on subsequent determinations.

Audit Committee Report

In fulfilling its oversight responsibilities, our Audit Committee has reviewed and discussed our audited financial statements for the year ended December 31, 2023 with management and Deloitte. Our Audit Committee has also discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. Our Audit Committee has further received the written disclosures and the letter from Deloitte required by the applicable requirements of the PCAOB regarding Deloitte’s communications with our Audit Committee concerning independence and has discussed with Deloitte its independence.

Based on the reviews and discussions referred to above, our Audit Committee has recommended to our Board that the financial statements referred to above be included in our Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the SEC.

Respectfully submitted by the Audit Committee of Vivid Seats Inc.,

Jane DeFlorio, Chair

Craig Dixon

Julie Masino

CORPORATE GOVERNANCE

Our Board

SIZE & CLASSIFICATION

Our amended and restated certificate of incorporation provides that the number of directors shall be established from time to time by our Board. Our Board has fixed the number of directors at nine, and there are currently nine directors serving on our Board.

Our amended and restated certificate of incorporation provides that our Board shall be divided into three classes. Each class of directors must stand for re-election no later than the third annual meeting of stockholders subsequent to their initial appointment or election, provided that the term of each director will continue until the election and qualification of their successor and is subject to their earlier death, resignation, retirement, disqualification or removal. Our Board believes this classified board structure benefits stockholders because it (i) allows a majority of our directors to remain in place from year to year, which promotes continuity and stability and encourages our Board to plan for long-term goals, and (ii) helps ensure that at any given time, at least two-thirds of our directors have experience with our business and operations.

Leadership Structure

Our Board periodically reviews its leadership structure and does not have a formal policy on whether the roles of the Chair of our Board and our Chief Executive Officer should be held by separate individuals. Currently, David Donnini serves as the Chair of our Board and Stanley Chia serves as our Chief Executive Officer. Our Board believes this structure, under current circumstances, is in the best interests of us and our stockholders and strikes the appropriate balance between (i) our Chief Executive Officer’s responsibility for the execution of our strategy, day-to day-leadership and business performance and (ii) the Chair of our Board’s responsibility for leading our Board in its setting of our overall strategic direction, overseeing our corporate governance, guiding our Chief Executive Officer, and setting the agendas for and presiding over Board meetings.

We recognize that different leadership structures may be appropriate for different companies in different situations and do not believe in a one-size-fits-all approach. Accordingly, our Board will continue to periodically review its leadership structure in the future and make such changes as it deems to be in our and our stockholders’ best interests.

Corporate Governance Guidelines

Our Board has adopted our Corporate Governance Guidelines, a copy of which can be obtained on our Investor Relations website at investors.vividseats.com or by writing to our Corporate Secretary at 24 E. Washington St., Ste. 900, Chicago, IL 60602. The topics addressed in our Corporate Governance Guidelines include:

Stockholders’ Agreement

We, Hoya Topco, LLC (“Hoya Topco”) and Horizon Sponsor, LLC (“Horizon”) are parties to the Stockholders’ Agreement, pursuant to which Hoya Topco and Horizon were granted certain director designation rights tied to their beneficial ownership of our Common Stock. Each of our current non-management directors was designated pursuant to the Stockholders’ Agreement. Hoya Topco and Horizon have agreed to vote all securities held by them that may be voted in the election of our directors for the nominees designated pursuant to the Stockholders’ Agreement. See “Transactions With Related Persons—Related Person Transactions— Stockholders’ Agreement.”

Director Independence

Under our Corporate Governance Guidelines and applicable Nasdaq Stock Market LLC (“Nasdaq”) rules (the “Nasdaq Rules”), a director is not independent unless – in addition to qualifying as independent under the brightline Nasdaq Rules – our Board affirmatively determines that they do not have a relationship which, in its opinion, would interfere with their exercise of independent judgment in carrying out the responsibilities of a director.

Our Board has undertaken a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise their ability to exercise independent judgment in carrying out their responsibilities. Our Board has determined that Martin Taylor, Jane DeFlorio, Craig Dixon and Julie Masino (four of our nine directors) do not have a relationship that would interfere with their exercise of independent judgment in carrying out their responsibilities of a director and that each of them qualifies as “independent” under the Nasdaq Rules.

Cessation of Controlled Company Status

On November 3, 2023, we ceased to be a “controlled company” within the meaning of the Nasdaq Rules. As a result, we became subject to additional Nasdaq corporate governance requirements, including that our Board be composed of a majority of independent directors and that the Compensation Committee of our Board (the “Compensation Committee”) and the Nominating and Corporate Governance Committee of our Board (the “NCG Committee”) be composed entirely of independent directors. The Nasdaq Rules provide a schedule for phased-in compliance with these newly applicable requirements: (i) we were required to (and did) have majority-independent Compensation and NCG Committees within 90 days of ceasing to be a controlled company; and (ii) we are required have a majority-independent Board, and fully independent Compensation and NCG Committees, within one year of ceasing to be a controlled company. While our Board is not currently majority-independent, and our Compensation and NCG Committees are not currently fully independent, we intend to remain in compliance with these requirements in accordance with the permitted phase-in schedule.

Board Committees

Our Board has three standing committees: Audit; Compensation; and NCG. Additional special committees may be established from time to time by our Board when necessary to address specific matters. The composition and responsibilities of our Board’s standing committees, each of which operates under a written charter, are set forth below.

Audit Committee

Our Audit Committee is responsible for, among other things:

Our Audit Committee currently consists of Jane DeFlorio (Chair), Craig Dixon and Julie Masino, each of whom meets the requirements for financial literacy under the applicable Nasdaq Rules. Our Board has affirmatively determined that each member of our Audit Committee qualifies as “independent” under the Nasdaq Rules applicable to audit committee members and Rule 10A-3 of the Exchange Act of 1934, as amended (the “Exchange Act”), and that Ms. DeFlorio qualifies as an “audit committee financial expert” (as defined in Item 407(d)(5) of Regulation S-K).

Compensation Committee

Our Compensation Committee is responsible for, among other things:

Our Compensation Committee currently consists of David Donnini (Chair), Craig Dixon and Julie Masino. Our Board has affirmatively determined that each of Mr. Dixon and Ms. Masino qualifies as “independent” under the Nasdaq Rules applicable to compensation committee members. Mr. Donnini is serving on our Compensation Committee pursuant to the phase-in schedule discussed under “—Cessation of Controlled Company Status” above.

Our Compensation Committee’s charter permits our Compensation Committee to delegate to (i) a subcommittee thereof any or all of its responsibilities and (ii) one or more of our executive officers the authority to grant, and to make determinations and administer the plan with respect to, equity-based awards under our equity-based plans to our employees (other than Section 16 officers) and consultants.

Our Compensation Committee has been responsible for making all executive compensation determinations, or for making recommendations to our Board with respect thereto. Stanley Chia, our Chief Executive Officer, works closely with our Compensation Committee in managing our executive compensation program and attends some of its meetings. However, he is not permitted to be present during voting or deliberations on his own compensation.

Pursuant to its charter, our Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. Before doing so, our Compensation Committee must take into consideration the independence of any such consultant, counsel or advisor in accordance with applicable Nasdaq Rules. We must provide for appropriate funding, as determined by our Compensation Committee, for payment of reasonable compensation to any advisor that it retains.

In 2023, our Compensation Committee engaged an outside compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), to review executive and director compensation and provide market data to inform our executive and director compensation levels and programs for 2023. FW Cook does not provide services to us other than advising on executive and director compensation. In February 2024, our Compensation Committee determined that FW Cook is independent from management and that its work has not raised any conflicts of interest.

Nominating & Corporate Governance Committee

Our NCG Committee is responsible for, among other things:

Our NCG Committee currently consists of Mark Anderson (Chair), Jane DeFlorio and Craig Dixon. Our Board has affirmatively determined that each of Ms. DeFlorio and Mr. Dixon qualifies as “independent” under the Nasdaq Rules applicable to nominating and corporate governance committee members. Mr. Anderson is serving on our NCG Committee pursuant to the phase-in schedule discussed under “—Cessation of Controlled Company Status” above.

Executive Sessions

Executive sessions, during which non-management members of our Board meet, are periodically scheduled throughout the year. In addition, on a regularly scheduled basis (but at least twice a year), our independent directors meet in a private session that excludes management and non-independent directors. The independent directors in attendance determine which independent director will preside at each such session.

Director Attendance at Board & Committee Meetings

During the year ended December 31, 2023, our Board met five times, our Audit Committee met six times, our Compensation Committee met three times and our NCG Committee met once. In 2023, each of our directors attended at least 75% of the meetings of our Board and the committees thereof on which they then served.

Director Attendance at Annual Meetings of Stockholders

We do not have a formal policy regarding the attendance of directors at our annual meetings of stockholders, but we expect all directors to make every effort to attend such meetings. Each of our directors attended our 2023 Annual Meeting of Stockholders.

Director Nominations Process

Our NCG Committee is responsible for recommending director candidates to serve on our Board and its committees. In considering whether to recommend a candidate for inclusion in our Board’s slate of director nominees for election at each annual meeting of stockholders, our NCG Committee considers the criteria set forth in our Corporate Governance Guidelines. To be recommended by our NCG Committee, a candidate must possess, at a minimum, personal and professional integrity, strong ethics and values and the ability to make mature business judgments. In evaluating a candidate, our NCG Committee and Board may also consider, in addition to any other factors they deem to be relevant, such candidate’s: experience in corporate management, such as serving as an officer or former officer of a publicly held company; experience as a director of another publicly held company; professional and academic experience relevant to our industry; leadership skills; experience in finance, accounting and/or executive compensation practices; other time commitments; diversity of expertise and experience in substantive matters pertaining to our business relative to other directors; diversity of background and perspective including, but not limited to, with respect to age, gender, race, place of residence and specialized experience, gender identification or identification as an underrepresented minority or as LGBTQ+; and practical and mature business judgment including, but not limited to, the ability to make independent analytical inquiries. Our Board will also consider whether there are potential conflicts of interest with a candidate’s other personal and professional pursuits. In addition, in determining whether to recommend a continuing director for re-election, our NCG Committee will consider such director’s past attendance and participation at Board and committee meetings and contributions to the activities of our Board.

We consider diversity a meaningful factor in identifying director candidates, but do not have a formal diversity policy. Our Board evaluates each candidate in the context of our Board as a whole, with the objective of assembling a group that can best perpetuate the success of our business and represent the best interests of our stockholders through the exercise of sound judgment using its diversity of experience in these various areas.

In identifying prospective director candidates, our NCG Committee may seek referrals from our directors, management, stockholders and other sources, including third parties. Our NCG Committee may, but need not, retain a search firm in order to assist it in identifying candidates. Our NCG Committee uses the same criteria for evaluating all candidates regardless of the source of a particular referral or recommendation. When considering candidates, our NCG Committee seeks individuals with backgrounds and qualities that, when combined with those of our continuing directors, provide a blend of skills and experience to further enhance our Board’s effectiveness. Our NCG Committee may also assess the contributions of those director nominees recommended for re-election in the context of our Board’s evaluation process and the other perceived needs of our Board.

In addition to the process described above, our NCG Committee nominates a number of individuals designated by the Hoya Topco Holders and the Horizon Holders pursuant to the Stockholders’ Agreement. Mark Anderson and Julie Masino were initially recommended to serve as Class III directors by the Hoya Topco Holders; and Todd Boehly was initially recommended to serve as a Class III director by the Horizon Holders. Although we are required to nominate the individuals designated pursuant to the Stockholders’ Agreement, our Board evaluated each of Mr. Anderson, Mr. Boehly and Ms. Masino in accordance with the criteria described above, including considering whether they have the experience, qualifications, attributes and skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure. Our Board believes that its current directors, including each of the Class III directors nominated for re-election at the Annual Meeting, provide an appropriate mix of experience and skills relevant to the size and nature of our business.

Our NCG Committee will consider and evaluate director candidates recommended by stockholders under the same criteria described above. A stockholder recommendation may include any supporting material the stockholder considers appropriate in support of the recommendation, but must (i) include such information as would be required under SEC rules to be included in a proxy statement soliciting proxies for the election of such candidate, (ii) include the written consent of such candidate to serve as a director if elected and (iii) otherwise comply with the notice, timeliness, consent, information and other requirements set forth in our Amended and Restated Bylaws (as amended, our “Bylaws”). Stockholders wishing to recommend a candidate for consideration must submit the requisite information in writing to our Corporate Secretary at 24 E. Washington St., Ste. 900, Chicago, IL 60602. All such recommendations received by our Corporate Secretary that satisfy the applicable requirements will be presented to our NCG Committee for consideration. Also see “Other Information—Stockholder Proposals & Director Nominations.”

Board Role in Risk Oversight

Our Board has overall responsibility for risk oversight, including, as part of regular Board and committee meetings, general oversight of executives’ management of risks relevant to us. Our Board’s involvement in reviewing our business strategy is an integral aspect of its assessment of management’s tolerance for risk and its determination of what constitutes an appropriate level of risk for us. While our Board has overall responsibility for risk oversight, it is supported in this function by our Audit, Compensation and NCG Committees.

Our Audit Committee assists our Board in fulfilling its risk oversight responsibilities by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the effectiveness of our internal controls, our compliance with legal and regulatory requirements and our enterprise risk management program. Our Audit Committee also has oversight for data privacy, technology, information security and cybersecurity matters, as well as our insurance programs and our investment policies and practices. Through its regular meetings with management, including our finance and legal functions, our Audit Committee reviews and discusses significant areas of our business and summarizes for our Board areas of risk and appropriate mitigating factors. Our Compensation Committee assists our Board by overseeing and evaluating risks related to our compensation structure and programs. Our NCG Committee assists our Board by evaluating risks associated with corporate governance and our Board’s organization, membership and structure. Our Board also receives periodic operating performance reviews and other updates from management.

Stockholder Communications With Our Board

Our Board will give appropriate attention to written communications from stockholders and will respond if and as appropriate. Our Corporate Secretary is primarily responsible for monitoring communications from stockholders and providing copies or summaries to our Board as deemed appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that our Corporate Secretary and the Chair of our Board consider to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications. Stockholders who wish to send communications to our Board should do so in writing to our Corporate Secretary at 24 E. Washington St., Ste. 900, Chicago, IL 60602.

Other Corporate Governance Information

CODE OF BUSINESS CONDUCT & ETHICS

Our Board has adopted a written Code of Business Conduct and Ethics, which applies to all directors, officers and employees and is available on our Investor Relations website at investors.vividseats.com. We intend to satisfy the disclosure requirements regarding any applicable amendment to or waiver from our Code of Business Conduct and Ethics by posting such information on our Investor Relations website rather than by filing a Current Report on Form 8-K.

PROHIBITION ON HEDGING, SHORT SALES & PLEDGING

Our Board has adopted an Insider Trading Compliance Policy, which applies to all directors, officers and employees, that prohibits hedging transactions, short sales and transactions in puts, calls and other derivatives involving our equity securities, as well as the pledging of our securities as collateral to secure loans.

COMMITTEE CHARTERS & OTHER CORPORATE GOVERNANCE INFORMATION

Copies of our Audit, Compensation and NCG Committee charters, as well as our Corporate Governance Guidelines and other corporate governance information, can be obtained on our Investor Relations website at investors.vividseats.com or by writing to our Corporate Secretary at 24 E. Washington St., Ste. 900, Chicago, IL 60602.

EXECUTIVE & DIRECTOR COMPENSATION

Emerging Growth Company Status

Because we qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, we are permitted to (and do) rely on exemptions from certain disclosure requirements that are applicable to non-emerging growth companies. Accordingly, we have (i) included compensation information for only our principal executive officer and two next most highly compensated executive officers serving at fiscal year-end, (ii) not included a compensation discussion and analysis of our executive compensation programs or tabular compensation information, other than the tables labeled “Summary Compensation Table” and “Outstanding Equity Awards at 2023 Fiscal Year-End,” and (iii) not included information about the ratio of our principal executive officer’s pay to that of our median employee. In addition, for so long as we remain an emerging growth company, we will not be required to submit certain executive compensation matters to stockholders for advisory votes (such as “say-on-pay” and “say-when-on-pay” votes).

We will remain an emerging growth company until the earliest of: (i) December 31, 2026; (ii) the last day of the fiscal year during which our annual gross revenues are $1.235 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the end of any fiscal year in which we become a “large accelerated filer.”

Executive Compensation

This section discusses the material components of the executive compensation program for our named executive officers (our “NEOs”). In 2023, our NEOs were:

Summary Compensation Table

The following table sets forth the compensation awarded to, earned by or paid to our NEOs for each of the last two fiscal years:

Our NEOs receive a base salary to compensate them for services rendered to us. The base salary payable to each NEO is reviewed annually by our Compensation Committee and is intended to provide a fixed component of compensation reflecting the NEO’s skill set, experience, role and responsibilities. In March 2023, Mr. Chia, Mr. Fey and Mr. Wagner were each provided an approximately 6% merit increase, as set forth in the following table:

2023 Annual Incentive Plan Awards

In 2023, each NEO was eligible to receive a cash incentive award under our 2023 Annual Incentive Plan (our “AIP”) expressed as a percentage of annual base salary, as set forth in the following table:

The AIP was designed by our Compensation Committee in early 2023 to stimulate and support a high-performance environment by tying 2023 cash incentive awards to the attainment of short-term goals across two metrics aligned with our financial objectives that our Compensation Committee believed are valued by stockholders: revenue and Adjusted EBITDA (each weighted 50%). Our Compensation Committee determined that for each metric, the award payout would be determined by measuring our actual 2023 financial performance against our 2023 operating plan targets approved by our Board in early 2023, as set forth in the following table:

No payout would be received for achievement of less than 85% of the operating plan target. The maximum award payout that could be earned was 150% of the target value. To the extent the level of achievement fell between any of the levels in the preceding table, straight-line interpolation would be utilized to calculate the payout level for the metric. There was substantial uncertainty at the time our Compensation Committee established the targets as to the likelihood of our attainment of the target performance levels and the actual AIP payout. Each NEO’s AIP award was subject to continued employment through the payment date.

Based on our 2023 achievement of revenue and Adjusted EBITDA at 113.4% and 117.6% of target, respectively, our Compensation Committee in early 2024 determined that, in accordance with the AIP, the cash incentive awards earned for 2023 under the AIP would be paid according to the AIP’s formulaic funding of 147.6% of the targeted award levels for each NEO, with no discretionary adjustments.

2023 Equity Compensation

We adopted the Plan, which became effective on October 18, 2021, to facilitate the grant of cash and equity incentives to our and certain of our affiliates' employees (including our NEOs) and consultants, as well as our non-employee directors, so that we and such affiliates can obtain and retain the service of such individuals, which is essential to our long-term success. On February 5, 2024, stockholders approved the First Amendment to the Plan, which (i) increased the non-evergreen portion of the Overall Share Limit (as defined in the Plan), (ii) increased the annual evergreen portion of the Overall Share Limit, (iii) increased the number of shares of Class A Common Stock that may be granted as incentive stock options under the Plan and (iv) extended the term of the Plan through February 5, 2034 (or such earlier date as of which all awards granted under the Plan have been satisfied in full and no shares of Class A Common Stock remain available for issuance under the Plan).

In 2023, equity-based awards for our NEOs were granted in the form of RSUs and stock options under the Plan. On March 10, 2023, we granted Mr. Chia, Mr. Fey and Mr. Wagner 1,136,363, 621,212 and 454,545 stock options, respectively, each with an exercise price of $7.17, as well as 523,012, 285,913 and 209,205 RSUs, respectively. One-third of the stock options and RSUs vested on March 11, 2024, and the remaining stock options and RSUs will vest in eight equal quarterly installments thereafter, subject to the NEO’s continued employment through each vesting date. See “—Outstanding Equity Awards at 2023 Fiscal Year-End” for additional information on the equity awards granted during 2023.

Option Modifications

On December 7, 2023, our Compensation Committee approved an exchange related to certain outstanding stock options granted under the Plan pursuant to which: (i) certain options were cancelled; (ii) the exercise price of certain options was reduced to $6.76 per share (the closing price of our Class A Common Stock on Nasdaq on such date), provided that if any such option is exercised prior to December 7, 2024, the holder must pay the original exercise price; and (iii) all outstanding options were amended to lengthen the post-termination period during which the holder can exercise vested awards (collectively, the “Option Modifications”). Other than with respect to the Option Modifications, the original terms of the options, including the vesting schedules and expiration dates, were unchanged. The incremental compensation expense associated with the Option Modifications was immaterial.

Our Compensation Committee approved the Option Modifications after careful consideration of various alternatives and a review of relevant factors with the advice of our independent compensation consultant. Our Compensation Committee determined that the Option Modifications, which are permitted under the Plan, were in the best interests of our business and stockholders and provided the most effective means of retaining and motivating our key employees while preserving cash resources and without incurring stock dilution from significant additional equity grants.

The Option Modifications affected the following stock options held by our NEOs:

Pre-Merger Profit Interests & Phantom Equity

Prior to October 18, 2021, equity-based awards for our NEOs were granted in the form of (i) non-voting profit interest units, which entitle the holder to a portion of the profits and equity value appreciation of Hoya Topco arising after the grant date, and (ii) phantom equity units, which represent a potential one-time lump sum payment of a portion of a transaction bonus pool of up to approximately $5.0 million, in each case with such payments to be made within 30 days following a sale of Hoya Topco.

As of the Record Date: Mr. Chia held 450,000 Class B-1 Unit profit interests, 500,765 Class E Unit profit interests and 450,000 phantom equity units of Hoya Topco; Mr. Fey held 110,000 Class B-1 Unit profit interests, 440,000 Class D Unit profit interests and 110,000 phantom equity units of Hoya Topco; and Mr. Wagner held 77,000 Class B-1 Unit profit interests, 330,000 Class D Unit profit interests and 77,000 phantom equity units of Hoya Topco. See “—Outstanding Equity Awards at 2023 Fiscal Year-End” for additional details regarding the profit interests and phantom equity grants.

Other Elements of Compensation

Retirement Plan

We maintain the 401(k) Plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Our NEOs are eligible to participate in the 401(k) Plan on the same terms as other full-time employees. The Internal Revenue Code of 1986, as amended, allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) Plan. Currently, we match contributions made by participants in the 401(k) Plan up to a specified percentage of the employee contributions, and these matching contributions are fully vested as of the date on which the contribution is made. We believe that providing a vehicle for tax-deferred retirement savings though the 401(k) Plan, and making fully vested matching contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies.

Employee Benefits

All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans, including: medical, dental and vision benefits; medical and dependent care flexible spending accounts; short- and long-term disability insurance; and life insurance. We believe these benefits are necessary and appropriate to provide a competitive compensation package to our employees, including our NEOs.

No Tax Gross-Ups

We do not make gross-up payments to cover our NEOs’ personal income taxes that may pertain to any of the compensation or benefits paid or provided by us.

Executive Compensation Arrangements

Chia Employment Agreement

On August 9, 2021, we and Vivid Seats LLC entered into an employment agreement with Mr. Chia providing for his position as our Chief Executive Officer that became effective on October 18, 2021 (the “Chia Employment Agreement”). Mr. Chia’s employment with us is at will and either party may terminate the Chia Employment Agreement without notice.

Under the Chia Employment Agreement, Mr. Chia is subject to perpetual confidentiality and mutual non-disparagement provisions and non-compete and non-solicitation provisions with respect to customers and employees during his employment and the one-year period post termination.

The Chia Employment Agreement also provides for potential payments upon termination as described under “—Potential Payments Upon Termination” below.

Fey Employment Agreement

On April 1, 2020, Vivid Seats LLC entered into an Employment and Restrictive Covenants Agreement with Mr. Fey providing for his position as our Chief Financial Officer (the “Fey RCA”). On August 9, 2021, we and Vivid Seats LLC entered into an employment agreement with Mr. Fey further relating to his position as our Chief Financial Officer that became effective on October 18, 2021 (together with the Fey RCA, the “Fey Employment Agreement”). Mr. Fey’s employment with us is at will and either party may terminate the Fey Employment Agreement without notice.

Under the Fey Employment Agreement. Mr. Fey is subject to perpetual confidentiality and mutual non-disparagement provisions and non-compete and non-solicitation provisions with respect to customers and employees during his employment and the two-year period post termination.

The Fey Employment Agreement also provides for potential payments upon termination as described under “—Potential Payments Upon Termination” below.

Wagner Employment Agreement

On December 12, 2018, Vivid Seats LLC entered into an Employment and Restrictive Covenants Agreement with Mr. Wagner providing for his position as our Chief Technology Officer (the “Wagner RCA”). On August 9, 2021, we and Vivid Seats LLC entered into an employment agreement with Mr. Wagner further relating to his position as our Chief Technology Officer that became effective on October 18, 2021 (together with the Wagner RCA, the “Wagner Employment Agreement”). Mr. Wagner’s employment with us is at will and either party may terminate the Wagner Employment Agreement without notice.

Under the Wagner Employment Agreement, Mr. Wagner is subject to perpetual confidentiality and mutual non-disparagement provisions and non-compete and non-solicitation provisions with respect to customers and employees during his employment and the two-year period post termination.

The Wagner Employment Agreement also provides for potential payments upon termination as described under “—Potential Payments Upon Termination” below.

Mr. Wagner retired from his role as Chief Technology Officer, effective March 15, 2024.

Potential Payments Upon Termination

The Chia Employment Agreement, the Fey Employment Agreement and the Wagner Employment Agreement each provide that upon termination of the NEO’s employment by us without Cause (as defined below) or if the NEO resigns for Good Reason (as defined below), the NEO will be entitled to receive, subject to his execution and non-revocation of a release of claims: (i) continued payment of his annual base salary for the periods set forth in the following table; (ii) a prorated annual cash incentive payment for the year in which termination occurs (determined at 50% of target achievement); (iii) payment of any unpaid bonus or annual cash incentive payment for the prior fiscal year; and (iv) reimbursement for COBRA health insurance premiums for the periods set forth in the following table.

“Cause” is defined as the NEO’s: (a) material failure to perform his responsibilities or duties under the applicable employment agreement or as reasonably requested from time to time by our Board; (b) engagement in illegal conduct or gross misconduct that has materially harmed or is reasonably likely to materially harm our standing and reputation; (c) commission or conviction of, or plea of guilty or nolo contendere to, a felony, a crime involving moral turpitude or any other act or omission that has materially harmed or is reasonably likely to materially harm our standing and reputation; (d) material breach of the duty of loyalty or our Code of Business Conduct and Ethics, in either case, that has materially harmed or is reasonably likely to materially harm our standing and reputation or material breach of any material written agreement with us; (e) dishonesty that has materially harmed or is

reasonably likely to materially harm us; (f) fraud, gross negligence or repetitive negligence committed without regarding to corrective direction in the course of his duties as an employee; or (g) excessive and unreasonable absences from his duties for any reason (other than authorized leave as a result of his death or disability); provided, however, as to clauses (a), (b), (d), (f) or (g), an event will only constitute Cause after written notice thereof has been given by our Board to the NEO and such event has not been cured for a period of 30 days following delivery of such notice.

“Good Reason” is defined as: (a) a material adverse change in the NEO’s title, position, duties or responsibilities, including, but not limited, to (x) our failure to maintain his principal position as set forth in the following table, (y) any requirement for him to report directly to anyone other than as set forth in the following table or (z) with respect to Mr. Chia, while he is our Chief Executive Officer, his failure to be nominated to our Board; (b) a reduction in the NEO’s then-current base salary or targeted annual cash incentive award by more than 10%; (c) our material breach of any agreement with the NEO; or (d) a relocation of the NEO’s primary work location by more than 30 miles from that set forth in the following table; provided, however, that the NEO must (i) give written notice to us of the existence of the event constituting Good Reason within 30 days of the initial existence of such event specifying the basis for his belief that he is entitled to terminate his employment for Good Reason, (ii) give us a period of 30 days following delivery of such notice to cure such event and (iii) actually resign from employment with us within 30 days following the expiration of our 30-day cure period.

Outstanding Equity Awards at 2023 Fiscal Year-End

The following table sets forth the information regarding each outstanding unexercised or unvested equity award held by our NEOs as of December 31, 2023.

The following table sets forth the compensation awarded or paid to our non-employee directors for the year ended December 31, 2023. Mr. Chia receives no compensation for his service as director, and all of his compensation is reported under “—Summary Compensation Table” above; and Martin Taylor receives no compensation for his service as director due to restrictions imposed by his employer.

We pay each non-employee director (other than Mr. Taylor) an annual cash fee of $40,000 for service on our Board. In recognition of the additional responsibilities associated with service on our Board’s committees: (i) each member of our Audit Committee receives an additional annual cash fee of $10,000 ($20,000 for the Chair); (ii) each member of our Compensation Committee receives an additional annual cash fee of $7,500 ($15,000 for the Chair); and (iii) each member of our NCG Committee receives an additional annual cash fee of $7,500 ($15,000 for the Chair). All fees are earned on a quarterly basis. Non-employee directors may elect to have all or a portion of their annual fees paid in fully vested shares of Class A Common Stock. While we reimburse expenses incurred by directors in attending meetings of our Board and its committees, no additional fees are paid to non-employee directors for such attendance.

Through the end of 2023, our non-employee director compensation policy provided for the grant of RSUs to each non-employee director as follows: (a) upon their initial election or appointment to our Board, a one-time grant with an aggregate grant date fair value of $320,000, which vests in five equal installments on the first five anniversaries of the grant date; and (b) annually, on the date of each annual meeting of stockholders, a grant with an aggregate grant date fair value of $160,000, which vests in full on the

earlier of (i) the day immediately preceding the date of the first annual meeting of stockholders following the grant date and (ii) the first anniversary of the grant date. In February 2024, our Compensation Committee modified certain aspects of this policy as follows: (x) each one-time grant upon a non-employee director’s initial election or appointment to our Board will now have an aggregate grant date fair value of $200,000 and vest in three equal installments on the first three anniversaries of the grant date; and (y) each annual grant (beginning with the grants that occur on the date of the Annual Meeting) will now have an aggregate grant date fair value of $200,000.

The vesting of these RSUs is subject to a non-employee director’s continued service on our Board through each vesting date. No portion of these RSUs that is unvested at the time of a non-employee director’s termination of service from our Board will vest thereafter, subject, in the case of death or disability, to the award remaining outstanding for 30 days following such termination and our Board’s discretion to accelerate unvested RSUs during such period. All of these RSUs will vest in full immediately prior to a change in control, to the extent outstanding at such time.

EQUITY COMPENSATION PLAN INFORMATION

Securities Authorized for Issuance Under Equity Compensation Plans

Information as of December 31, 2023 with respect to the shares of Class A Common Stock that may be issued under our existing equity compensation plans approved by stockholders, which are the Plan and our 2021 Employee Stock Purchase Plan (the “ESPP”):

The number of shares of Class A Common Stock reserved for issuance under the Plan will increase on the first day of each calendar year, beginning on January 1, 2025 and ending on and including January 1, 2034, by a number equal to 5% of the aggregate number of shares of Common Stock (Class A and Class B Common Stock) outstanding on the final day of the immediately preceding calendar year (or such smaller number of shares as is determined by our Board). The number of shares of Class A Common Stock reserved for issuance under the ESPP increases on the first day of each calendar year, beginning on January 1, 2022 and ending on and including January 1, 2031, by a number equal to 0.5% of the aggregate number of shares of Class A Common Stock outstanding on the final day of the immediately preceding calendar year (or such smaller number of shares as is determined by our Board).

SECURITY OWNERSHIP

The following table sets forth certain information with respect to holdings of our Common Stock by:

The number of shares beneficially owned, the percentages of beneficial ownership and the percentages of combined voting power set forth in the following table are based on 133,141,425 shares of Class A Common Stock and 76,225,000 shares of Class B Common Stock issued and outstanding at the close of business on the Record Date. In accordance with SEC rules, beneficial ownership includes voting or investment power with respect to securities and includes shares issuable pursuant to RSUs, stock options and warrants that vest or are exercisable within 60 days of the Record Date. Unless otherwise indicated, we believe, based on information provided to us, that each person listed in the following table has sole voting and investment power with respect to all listed shares.

Unless otherwise indicated, the business address of each person listed in the following table is 24 E. Washington St., Ste. 900, Chicago, IL 60602.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers, as well as beneficial owners of more than 10% of any class of our Common Stock, to file reports with the SEC regarding their ownership of our securities and changes thereto. Based solely on our review of those reports and related written representations, we believe all such filings were made on a timely basis during 2023, except that Hoya Topco had one transaction on June 15, 2023 that was reported on a Form 4 filed on July 12, 2023.

TRANSACTIONS WITH RELATED PERSONS

Policies & Procedures for Related Person Transactions

Our Board has adopted a written policy that sets forth the procedures for the reporting, review, and approval or ratification of “related person transactions” in which we (or any of our subsidiaries) were or will be a participant, the amount involved exceeds $120,000 and any “related person” had or will have a direct or indirect material interest. A “related person” is: (i) a person who is, or during the applicable period was, our executive officer or director; (ii) a person who we know to be the beneficial owner of more than 5% of any class of our voting securities; (iii) an immediate family member of, or person (other than a tenant or employee) sharing the household of, any of the foregoing persons; and (iv) an entity in which any of the foregoing persons is employed, is a general partner or principal (or holds a similar position) or has a 10% or greater beneficial ownership interest.

Under the policy, our Audit Committee evaluates related person transactions for the purpose of deciding whether or not they are fair and reasonable and should be approved or ratified. These procedures are designed to minimize real or potential conflicts of interest arising from any dealings we may have with our affiliates and to provide for the appropriate disclosure of any real or potential conflicts of interest that may exist from time to time.

Our Audit Committee has pre-approved the following types of potential related person transactions as not presenting material conflicts of interest: (i) compensation paid to our directors and executive officers that has been approved by our Board or Compensation Committee; (ii) transactions in the ordinary course of business in which the related person’s interest arises solely from their position as a director of, and/or their ownership of less than a 10% beneficial ownership interest in, an entity that is party to the transaction; (iii) transactions in the ordinary course of business in which the related person’s interest arises solely from their ownership of our Common Stock and in which all holders of our Common Stock will receive the same benefit on a pro rata basis; (iv) transactions in which the rates involved are determined by competitive bids; and (v) transactions in which the related person purchases or sells our securities in a public offering approved by our Board or a committee thereof.

Our Audit Committee reviews each related person transaction that does not fall within a pre-approved category in light of all relevant factors, including: whether the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party; whether the transaction arose in the ordinary course of business; the nature and extent of the related person’s interest in the transaction; and all other facts and circumstances that our Audit Committee deems to be relevant. No director may participate in the approval of a related person transaction in which such director is a related person.

Related Person Transactions

Share Repurchase

In December 2023, we repurchased 2.0 million shares of Class A Common Stock from the underwriters of a secondary public securities offering. The shares were initially purchased by the underwriters from Hoya Topco, the selling stockholder in the offering, at a price of $6.24 per share. We paid the same price per share, resulting in an aggregate payment to the underwriters, net of certain reimbursed expenses, of approximately $12.3 million.

Hoya Topco holds 100% of the outstanding shares of Class B Common Stock, controls approximately 36% of the voting power of the outstanding shares of Common Stock and has certain director designation rights pursuant to the Stockholders’ Agreement. See “Corporate Governance—Stockholders’ Agreement.”

Los Angeles Dodgers

In June 2023, we entered into a strategic partnership with the Los Angeles Dodgers (the “Dodgers”), a Major League Baseball team based in Los Angeles, California, pursuant to which we were designated as an Official Ticket Marketplace of the Dodgers and receive certain other advertising, marketing, promotional and sponsorship benefits. In 2023, we paid the Dodgers approximately $1.5 million in connection with this partnership.

Todd Boehly, a member of our Board, owns greater than 10% of the Dodgers.

ROLLING STONE, LLC

In 2022, we entered into two agreements with Rolling Stone, LLC (“Rolling Stone”), a high-profile magazine and media platform that focuses on music, film, television and news coverage, pursuant to which we receive certain event sponsorship and other marketing benefits. In 2023, we paid Rolling Stone approximately $800,000 in connection with these agreements.

Todd Boehly, a member of our Board, is the Co-Founder, Chairman and Chief Executive Officer of Eldridge, which owns greater than 10% of Rolling Stone.

Viral Nation Inc.

In 2021, we entered into an agreement with Viral Nation Inc. (“Viral Nation”), a marketing agency that creates viral and social media influencer campaigns and provides advertising, marketing and technology services. Under this agreement, Viral Nation has produced social media content for our social media channels, engaged influencers to create custom content to enhance our brand awareness and reputation, and produced a business-to-consumer campaign to implement an integrated social media strategy for our brand. In 2023, we paid Viral Nation approximately $1.6 million in connection with this agreement.

Todd Boehly, a member of our Board, serves on the board of directors of Viral Nation and is the Co-Founder, Chairman and Chief Executive Officer of Eldridge, which owns greater than 10% of Viral Nation.

KHOROS, LLC

In 2022, we entered into an agreement with Khoros, LLC (“Khoros”), a social media engagement and management platform. Under this agreement, Khoros provides us with workflow management solutions that allow us to track a wide range of social conversations and route them directly to our appropriate internal teams. In 2023, we paid Khoros approximately $131,000 in connection with this agreement.

Martin Taylor, a member of our Board, is a Senior Managing Director at Vista Equity Partners, which is one of our investors and owns greater than 10% of Khoros.

STOCKHOLDERS’ AGREEMENT

We, Hoya Topco and Horizon are parties to a Stockholders’ Agreement, dated October 18, 2021 (the “Stockholders’ Agreement”), pursuant to which Hoya Topco and Horizon were granted the following director designation rights tied to their beneficial ownership of our Common Stock:

directors, so long as they own ≥ 6% but < 12% of the Closing Amount, each of whom must qualify as “independent” under applicable stock exchange regulations; and (iii) one director, until the date on which they own < 5% of the number of shares of Common Stock that they held on October 18, 2021, who must qualify as “independent” under applicable stock exchange regulations.

As used in this Proxy Statement: (a) “Closing Amount” means the total number of shares of Common Stock that were issued and outstanding on October 18, 2021; (b) “Hoya Topco Holders” means (i) Hoya Topco or (ii) after the distribution by Hoya Topco of more than 50% in the aggregate of the shares of Common Stock that it held on October 18, 2021, GTCR Fund XI/B, GTCR Fund XI/C, GTCR Co-Invest XI LP, GTCR Golder Rauner, L.L.C., GTCR Golder Rauner II, L.L.C., GTCR Management XI LLC, GTCR and/or any investment vehicles or funds managed or controlled by or otherwise affiliated with the foregoing; and (c) “Horizon Holders” means Horizon and any investment vehicles or funds managed or controlled, directly or indirectly, by any of its affiliates.

No reduction in the number of directors that may be designated pursuant to the Stockholders’ Agreement will shorten the term of any such designated director then serving on our Board. If the size of our Board is increased, the Hoya Topco Holders will have the right to designate such number of directors as gives them the same percentage of total director nominees as provided for by the Stockholders’ Agreement, rounded up to the next whole number.

Any director designated pursuant to the Stockholders’ Agreement may resign at any time upon written notice to our Board. The Hoya Topco Holders and the Horizon Holders shall have the exclusive right to remove, and to fill any vacancy created by the death, resignation, retirement, disqualification or removal of, a director that they respectively designated.

Each of our current non-management directors was designated pursuant to the Stockholders’ Agreement: Mark Anderson, David Donnini, Tom Ehrhart, Julie Masino and Martin Taylor were designated by the Hoya Topco Holders; and Todd Boehly, Jane DeFlorio and Craig Dixon were designated by the Horizon Holders. Hoya Topco and Horizon have agreed to vote all securities held by them that may be voted in the election of our directors for the nominees designated pursuant to the Stockholders’ Agreement.

REGISTRATION RIGHTS AGREEMENT

We, Hoya Topco and Horizon are parties to an Amended and Restated Registration Rights Agreement, dated October 18, 2021 (the “Registration Rights Agreement”), pursuant to which we agreed to file an initial Registration Statement on Form S-1 (which was declared effective in December 2021), and Hoya Topco and Horizon were granted certain additional customary demand and piggyback registration rights, with respect to the registrable securities described therein. We are generally responsible for all expenses in connection with our obligations under the Registration Rights Agreement, subject to certain exceptions described therein. The Registration Rights Agreement also provides that we will indemnify the registration rights holders against, or make contributions in respect of, certain liabilities which may arise under the Securities Act of 1933, as amended.

TAX RECEIVABLE AGREEMENT

We and the existing shareholders of Hoya Intermediate, LLC (“Hoya Intermediate”) entered into a Tax Receivable Agreement, dated October 18, 2021 (the “TRA”), that provides for our payment to such shareholders of 85% of the amount of the tax savings, if any, that we realize (or, under certain circumstances, are deemed to realize) as a result of, or attributable to: (i) increases in the tax basis of assets owned directly or indirectly by Hoya Intermediate or its subsidiaries from, among other things, any redemptions or exchanges of common units of Hoya Intermediate; (ii) existing tax basis (including depreciation and amortization deductions arising from such tax basis) in long-lived assets owned directly or indirectly by Hoya Intermediate and its subsidiaries; and (iii) certain other tax benefits (including deductions in respect of imputed interest) related to us making payments under the TRA. As of December 31, 2023, the TRA liability was approximately $165.8 million, approximately $0.1 million of which was classified as current because we expected it to be due within the next 12 months.

Other Information

STOCKHOLDER PROPOSALS & DIRECTOR NOMINATIONS FOR THE 2025 ANNUAL MEETING

Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our 2025 annual meeting of stockholders (the “2025 Annual Meeting”) pursuant to Rule 14a-8 under the Exchange Act must submit the proposal in writing to our Corporate Secretary at 24 E. Washington St., Ste. 900, Chicago, IL 60602 no later than December 25, 2024.

Stockholders intending to present a proposal at the 2025 Annual Meeting, but not to include the proposal in our proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in our Bylaws. Our Bylaws require, among other things, that our Corporate Secretary receive written notice from the stockholder of record of their intent to present such proposal or nomination no earlier than the close of business on the 120^th day, and no later than the close of business on the 90^th day, prior to the first anniversary of the preceding year’s annual meeting of stockholders. Therefore, we must receive written notice of such a proposal or nomination for the 2025 Annual Meeting no earlier than the close of business on February 4, 2025 and no later than the close of business on March 6, 2025. The notice must contain the information required by our Bylaws. In the event that the date of the 2025 Annual Meeting is more than 30 days before or after June 4, 2025, then our Corporate Secretary must receive such written notice no later than the close of business of the 90^th day prior to the 2025 Annual Meeting or, if later, the 10^th day following the day on which public disclosure of the date of the 2025 Annual Meeting is first made by us. SEC rules permit management to vote proxies in its discretion in certain cases if the stockholder does not comply with this deadline and, in certain other cases, notwithstanding the stockholder’s compliance with this deadline.

In addition to satisfying the foregoing requirements, stockholders who intend to solicit proxies in support of director nominees other than our Board’s nominees must comply with the additional requirements of Rule 14a-19(b) under the Exchange Act.

We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.

HOUSEHOLDING

SEC rules permit companies and intermediaries such as banks and brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or notice addressed to those stockholders. This process, commonly referred to as “householding,” provides cost savings for companies and helps to conserve natural resources. Some banks and brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your bank or broker that it will be householding materials to your address, householding will continue until you are notified otherwise or you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to participate in householding, notify your bank or broker. You can also request prompt delivery of a copy of the Proxy Materials by contacting Broadridge at (866) 540-7095 or at Broadridge Financial Solutions, Inc., Householding Dept., 51 Mercedes Way, Edgewood, NY 11717.

In connection with our solicitation of proxies for the 2025 Annual Meeting, we intend to file a proxy statement and WHITE proxy card with the SEC. Stockholders may obtain our proxy statement and other documents as and when filed with the SEC without charge from the SEC’s website at www.sec.gov or from our Investors Relations website at investors.vividseats.com.

2023 ANNUAL REPORT

Our 2023 Annual Report is being mailed with this Proxy Statement to those stockholders that receive this Proxy Statement in the mail. Stockholders that receive the Notice Card can access our 2023 Annual Report at www.proxyvote.com. Our 2023 Annual Report, including the financial statements and schedules, has also been filed with the SEC and is available without charge from the SEC’s website at www.sec.gov or upon written request to our Corporate Secretary at 24 E. Washington St., Ste. 900, Chicago, IL 60602 (exhibits thereto are available upon payment of our reasonable expenses incurred in furnishing them).

WEBSITES

Website addresses included in this Proxy Statement are for convenience only. Information contained on or accessible through such website addresses is not incorporated by reference in, and does not constitute part of, this Proxy Statement.