UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2024
Vivid Seats Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-40926
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86-3355184
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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24 E. Washington St., Ste. 900
Chicago, IL
(Address of principal executive offices)
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60602
(Zip Code)
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Registrant’s telephone number, including area code: (312) 291-9966
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered
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Class A common stock, par value $0.0001 per share
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SEAT
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The Nasdaq Stock Market LLC
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Warrants to purchase one share of Class A common stock
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SEATW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. |
Submission of Matters to a Vote of Security Holders
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Vivid Seats Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on June 4, 2024. The voting results for the matters voted on at the Annual Meeting (each as further described in the Company’s definitive proxy statement on Schedule 14A filed
with the Securities and Exchange Commission on April 24, 2024) are set forth below.
Proposal No. 1. The individuals listed below were elected as Class III directors, each to hold office until the Company’s 2027 Annual Meeting of
Stockholders, based on the following votes:
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Mark Anderson
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146,648,733
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31,188,789
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11,503,373
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Todd Boehly
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157,055,235
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20,782,287
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11,503,373
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Julie Masino
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140,364,489
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37,473,033
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11,503,373
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Proposal No. 2. An advisory proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2024 was approved based on the following votes:
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189,174,046
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125,150
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41,699
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Vivid Seats Inc.
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Date: June 10, 2024
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By:
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/s/ Emily Epstein
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Emily Epstein
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General Counsel
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