DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ 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

Emerald Holding, 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 all boxes that apply):

☒ 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

April 11, 2024

To the Stockholders of Emerald Holding, Inc.:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Emerald Holding, Inc., on May 21, 2024, at 1:00 p.m. (EDT) via live webcast. You will be able to attend the Annual Meeting online and submit your questions prior to or during the meeting by visiting meetnow.global/MRVW45L. You will also be able to vote your shares electronically during the live webcast of the Annual Meeting. To participate in the meeting, you will need your 15-digit control number included on your Notice of Internet Availability of the Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. For further information on how to participate in the meeting please see General Information, “How do I attend, vote and ask questions during the 2024 Annual Meeting?”

During the live webcast of the Annual Meeting, holders of our common stock and holders of outstanding shares, if any, of our Series A Preferred Stock voting on an as-converted basis as a single class with holders of our common stock will be asked to vote on the following proposals: (i) the re-election of the two currently serving Class I directors to our Board of Directors, (ii) the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024, (iii) the approval of an amendment to the Charter to limit the liability of certain officers of the Company, as permitted by recent amendments to Delaware law; and (iv) the transaction of any other business that may properly come before the Annual Meeting of Stockholders or any adjournment or postponement thereof. Holders of our Series A Preferred Stock will also be asked to re-elect two Preferred Stock directors to our Board of Directors, so long as any shares of Series A Preferred Stock remain outstanding as of the date of the Annual Meeting. In the event that our Series A Preferred Stock shall have been converted prior to the date of the Annual Meeting as described in “Questions and Answers About the Proxy Materials and the Annual Meeting” and “Corporate Governance and Board Practices” in the attached proxy statement, shares of the Series A Preferred Stock will cease to be outstanding and no vote will be taken in respect of matters that would otherwise be voted on by holders of the Series A Preferred Stock outstanding as of the Record Date. In that event, the individuals who would have stood for re-election as Preferred Stock directors will instead stand for election by holders of common stock. In addition, management will report on the progress of our business and respond to comments and questions of general interest to our stockholders.

Your vote is important to us. It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting virtually. You may vote on the Internet, by telephone or by completing and mailing a proxy card. Voting over the Internet, by telephone or by written proxy will ensure your shares are represented at the Annual Meeting. If you attend the meeting virtually, you may revoke your proxy, if you wish, and vote electronically.

Securities and Exchange Commission rules allow companies to furnish proxy materials to their stockholders on the Internet to all stockholders of record as of April 1, 2024. We are pleased to take advantage of these rules and believe that they enable us to provide you with the information you need, while making delivery more efficient and more environmentally friendly. In accordance with these rules, on or about April 11, 2024, we will begin sending a Notice of Internet Availability of Proxy Materials to each of our stockholders providing instructions on how to access our proxy materials and 2023 Annual Report over the Internet. The Notice of Internet Availability of Proxy Materials also provides instructions on how to vote online and includes instructions on how to request a printed set of the proxy materials.

We thank you for your continued support and interest in Emerald Holding, Inc.

    Sincerely,

   

    Hervé Sedky
President and Chief Executive Officer

Emerald Holding, Inc.

100 Broadway, 14th Floor

New York, NY 10005

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 21, 2024

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Emerald Holding, Inc., will be held virtually, via live webcast at www.meetnow.global/MRVW45L on May 21, 2024, at 1:00 p.m. (EDT), for the following purposes:

Holders of our common stock and holders of outstanding shares, if any, of our Series A Preferred Stock voting on an as-converted basis as a single class with holders of our common stock will consider:

•

Proposal 1: The re-election of the two currently serving Class I directors to our Board of Directors to hold office until the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified;

•

Proposal 2: Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024;

•

Proposal 3: Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law;

•

Any other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

In addition to Proposals 1 through 3 above, holders of outstanding shares, if any, of our Series A Preferred Stock will also be asked to re-elect two Preferred Stock directors to our Board of Directors to hold office until the 2025 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. In the event that our Series A Preferred Stock shall have been converted prior to the date of the Annual Meeting as described in “Questions and Answers About the Proxy Materials and the Annual Meeting” and “Corporate Governance and Board Practices” in the attached proxy statement, shares of the Series A Preferred Stock will cease to be outstanding and no vote will be taken in respect of matters that would otherwise be voted on by holders of the Series A Preferred Stock outstanding as of the Record Date. In that event, the individuals who would have stood for re-election as Preferred Stock directors will instead stand for election by holders of common stock.

Holders of record of shares of our common stock and shares of our Series A Preferred Stock at the close of business on April 1, 2024 are entitled to receive notice of and to vote during the live webcast of the Annual Meeting and any adjournment or postponement thereof, so long as any shares of Series A Preferred Stock remain outstanding as of the date of the Annual Meeting.

A Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and our 2023 Annual Report is being mailed on or about April 11, 2024 to all stockholders entitled to vote during the live webcast of the Annual Meeting.


	By Order of the Board of Directors,

	Tabisa Lane
	Assistant Corporate Secretary

New York, NY
April 11, 2024

IMPORTANT INFORMATION REGARDING THE AVAILABILITY OF PROXY MATERIALS

This Notice of Meeting, Proxy Statement, Proxy Card and our 2023 Annual Report, which includes our annual report on Form 10-K for the fiscal year ended December 31, 2023, are available at www.envisionreports.com/EEX.

YOUR VOTE IS VERY IMPORTANT. PLEASE CAREFULLY READ THE ATTACHED PROXY STATEMENT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING VIRTUALLY, WE URGE YOU TO VOTE AND SUBMIT YOUR PROXY OVER THE INTERNET, BY TELEPHONE OR MAIL.

Emerald Holding, Inc.

TABLE OF CONTENTS


GENERAL INFORMATION	1

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS	1

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING	1

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING	3

BACKGROUND OF THE COMPANY	12

CORPORATE GOVERNANCE AND BOARD PRACTICES	13
Corporate Governance	13
Code of Business Conduct and Ethics	13
Board Composition	13
Board of Directors and Director Independence	14
Board Leadership Structure	15
Board Oversight of Risk Management	15
Director Selection Process	16
Board Self-Evaluation	16
Communications with the Board	16
Meetings of the Board and Committees	16
Executive Sessions of Non-Management Directors	17
Committees of the Board	17
Compensation Committee Interlocks and Insider Participation	19
Stock Ownership Guidelines	19
No Hedging or Pledging Policy	19

BOARD OF DIRECTORS AND MANAGEMENT	20

PROPOSAL 1 ELECTION OF CLASS I AND PREFERRED STOCK DIRECTORS	23

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT RELATED SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	25

REPORT OF THE AUDIT COMMITTEE OF THE BOARD	26

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES AND SERVICES	27

PROPOSAL 2 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	28

EXECUTIVE COMPENSATION	29

EXECUTIVE COMPENSATION TABLES	38
Securities Authorized For Issuance Under Equity Compensation Plans	54

PROPOSAL 3 APPROVAL OF AN Amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law	55

Security Ownership of Certain Beneficial Owners and Management	57
Delinquent Section 16(a) Reports	59

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	60
Policies and Procedures for Related Persons Transactions	60
Stockholders’ Agreement	60
Registration Rights Agreement	60
Other Relationships and Transactions	63

OTHER MATTERS	64
Incorporation by Reference	64
Access to Reports and Other Information	64
List of Company Stockholders	64
Other Matters That May Come Before the Annual Meeting	64

Appendix A Reconciliation of Non-GAAP Financial Information	A-1

Appendix B Amendment to the Company’s Amended and Restated Certificate of Incorporation	B-1

Emerald Holding, Inc.

100 Broadway, 14th Floor

New York, NY 10005

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 21, 2024

GENERAL INFORMATION

We are furnishing this Proxy Statement to you as part of a solicitation by the Board of Directors (the “Board”) of Emerald Holding, Inc., a Delaware corporation, of proxies to be voted at our 2024 Annual Meeting of Stockholders and at any reconvened meeting after an adjournment or postponement of the meeting (the “Annual Meeting”). We will hold the Annual Meeting virtually, via live webcast at www.meetnow.global/MRVW45L on May 21, 2024 at 1:00 p.m. (EDT). Unless the context otherwise requires, all references in this Proxy Statement to “Emerald”, “the Company”, “we”, “us”, and “our” refer to Emerald Holding, Inc., together with its consolidated subsidiaries.

Our mailing address and principal executive office is 100 Broadway, 14th Floor, New York, NY 10005. Our investor website is located at investor.emeraldx.com. The information contained on, or that can be accessed through, our website is not a part of this Proxy Statement.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS

Securities and Exchange Commission (“SEC”) rules allow companies to furnish proxy materials to their stockholders on the Internet. We are pleased to take advantage of these rules and believe that they enable us to provide you with the information you need, while making delivery more efficient and more environmentally friendly. We have saved significant mailing and printing costs by providing proxy materials to you over the Internet in accordance with SEC rules. In accordance with these rules, on or about April 11, 2024, we will begin mailing to each of our stockholders a notice providing instructions on how to access our proxy materials and 2023 Annual Report on the Internet (the “Notice of Internet Availability of Proxy Materials”). The Notice of Internet Availability of Proxy Materials, which cannot itself be used to vote your shares, also provides instructions on how to vote online and includes instructions on how to request a paper copy of the proxy materials, if you so desire. The Notice of Internet Availability of Proxy Materials includes a control number that must be entered at the website provided on the notice in order to view the proxy materials. Whether you received the Notice of Internet Availability of Proxy Materials or paper copies of our proxy materials, the Proxy Statement and 2023 Annual Report are available to you at www.envisionreports.com/EEX.

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

At the Annual Meeting, holders of our common stock and holders of outstanding shares, if any, of our Series A Preferred Stock voting on an as-converted basis as a single class with holders of our common stock will consider and vote upon:

•

Proposal 1: Re-election of the two currently serving Class I directors to our Board to hold office until the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified;

•

Proposal 2: Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024;

•

Any other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

In addition to Proposals 1 through 3 above, holders of our Series A Preferred Stock will also be asked to re-elect two Preferred Stock directors to our Board to hold office until the 2025 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. However, in the event that our Series A Preferred Stock shall have been converted prior to the date of the Annual Meeting and the individuals nominated for election as Preferred Stock directors are consequently no longer subject to re-election as Preferred Stock directors, there will be a contingent vote by holders of our common stock for the election of those individuals, one as a Class I director, and the other as a Class III director.

In order for Proposal 3 to be approved, Delaware law requires the affirmative vote of (A)(i) a majority of the outstanding shares of our common stock and (ii) the outstanding shares of our Series A Preferred Stock, each voting as a separate class, and (B) a majority of the outstanding shares of our common stock and the outstanding shares of our Series A Preferred Stock voting on an as-converted basis as a single class with holders of our common stock. In the event that our Series A Preferred Stock shall have been converted prior to the date of the Annual Meeting as described in “Questions and Answers About the Proxy Materials and the Annual Meeting” and “Corporate Governance and Board Practices”, shares of the Series A Preferred Stock will cease to be outstanding and no vote will be taken in respect of matters that would otherwise be voted on by holders of the Series A Preferred Stock outstanding as of the Record Date.

BOARD VOTING RECOMMENDATIONS


Proposals		Board Recommendation
Proposal 1	Election of Class I Directors and Preferred Stock Directors; Contingent Election of Additional Class I and Class III Directors	FOR
Proposal 2	Ratification of the Selection of Our Independent Registered Public Accounting Firm	FOR
Proposal 3	Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law	FOR

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our website is not a part of this Proxy Statement.

What is a proxy?

The Board is asking for your proxy. This means you authorize persons selected by the Company to vote your shares during the live webcast of the Annual Meeting in the way that you instruct. All shares represented by valid proxies received and not revoked before the Annual Meeting will be voted during the live webcast of the Annual Meeting in accordance with the stockholder’s specific voting instructions.

Why am I receiving these materials?

You are receiving these materials because at the close of business on April 1, 2024 (the “Record Date”), you owned shares of the Company’s common stock, $0.01 par value per share, or Series A Preferred Stock, $0.01 par value per share. All stockholders of record on the Record Date are entitled to attend and vote during the live webcast of the Annual Meeting.

How many votes do I have?

Common Stock

Each share of our common stock is entitled to vote during the live webcast of the Annual Meeting. As of the Record Date, we had 63,053,356 shares of common stock outstanding. With respect to all of the matters submitted for vote to holders of common stock during the live webcast of the Annual Meeting, each share of common stock is entitled to one vote. Holders of common stock will not be entitled to vote for the re-election of our Preferred Stock directors. However, in the event that our Series A Preferred Stock shall have been converted prior to the date of the Annual Meeting and the individuals nominated for election as Preferred Stock directors are consequently no longer subject to re-election as Preferred Stock directors, there will be a contingent vote by holders of our common stock for the election of those individuals, one as a Class I director, and the other as a Class III director.

Series A Preferred Stock

Each share of our Series A Preferred Stock is entitled to vote during the live webcast of the Annual Meeting. As of the Record Date, we had 71,402,607 shares of Series A Preferred Stock outstanding. With respect to the re-election of our Preferred Stock directors, each share of Series A Preferred Stock is entitled to one vote. With respect to the remaining matters submitted for vote during the live webcast of the Annual Meeting, each holder of Series A Preferred Stock is entitled to a number of votes on such matter equal to the number of votes such holder would have been entitled to cast if such holder were the holder of record, as of the Record Date, of a number of shares of common stock equal to the whole number of shares of common stock that would be issuable upon conversion of such Series A Preferred Stock assuming such Series A Preferred Stock were converted to common stock on the Record Date. As of the Record Date, each share of Series A Preferred Stock outstanding is convertible into 1.96 shares of our common stock.

In the event that our Series A Preferred Stock shall have been converted prior to the date of the Annual Meeting as described in this Proxy Statement, shares of the Series A Preferred Stock will cease to be outstanding and no vote will be taken in respect of matters that would otherwise be voted on by holders of the Series A Preferred Stock outstanding as of the Record Date. In that event, the individuals who would have stood for re-election as Preferred Stock directors will instead stand for election by holders of common stock.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

In accordance with rules adopted by the SEC, we may furnish proxy materials, including this Proxy Statement and our Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (the “Notice”), which was mailed to our stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. Utilizing this method of proxy delivery expedites receipt of proxy materials by the Company’s stockholders, lowers the Company’s costs and is more environmentally friendly. All stockholders will have the ability to access the proxy materials over the Internet, or request a printed set of the proxy materials, if desired, at www.envisionreports.com/EEX. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

What information is contained in this Proxy Statement?

This Proxy Statement includes information about the nominees for Class I and Preferred Stock directors and the other matters to be voted on during the live webcast of the Annual Meeting. It also explains the voting process and requirements; describes the compensation of our principal executive officer, our principal financial officer and our three other most highly compensated executive officers (each, an “NEO”, and collectively referred to as our “NEOs”); describes the compensation of our directors; and provides certain other information required by SEC rules.

What shares are included on my proxy card?

You will receive one proxy card for all the shares of the Company’s common stock that you hold as a stockholder of record and one proxy card for all the shares of the Series A Preferred Stock that you hold as a stockholder of record.

If you hold your shares in street name, you will receive voting instructions for each account you have with a broker, bank or other nominee.

What matters am I voting on, how may I vote on each matter and how does the Board recommend that I vote on each matter?

The following table sets forth each of the proposals you are being asked to vote on, how you may vote on each proposal and how the Board recommends that you vote on each proposal:

    Proposal
 
    How may I vote?
 
    How does the Board recommend
that I vote?

    1.

    Re-election of Class I directors:
All stockholders: The re-election of the two currently serving Class I director nominees identified in this Proxy Statement, each for a three-year term or until their respective successors are duly elected and qualified.

All stockholders: You may (i) vote FOR the re-election of both Class I director nominees named herein; (ii) WITHHOLD authority to vote for both Class I director nominees; or (iii) vote FOR the re-election of one Class I director nominee other than any nominee and specifically WITHHOLD your vote for the other director nominee by indicating in the space provided on 
the proxy.
 
All stockholders: The Board recommends that you vote FOR both of the Class I director nominees.


	Holders of Series A Preferred Stock only: The re-election of the two Preferred Stock director nominees identified in this Proxy Statement, each for a one-year term or until their respective successors are duly elected and qualified.	Holders of Series A Preferred Stock only: You may (i) vote FOR the re-election of both Preferred Stock director nominees named herein; (ii) WITHHOLD authority to vote for both Preferred Stock director nominees; or (iii) vote FOR the re-election of a Preferred Stock director nominee and specifically WITHHOLD your vote for the other director nominee by indicating in the space provided on the proxy.	Holders of Series A Preferred Stock only: The Board recommends that you vote FOR both of the Preferred Stock director nominees.
	Holders of Common Stock only (Contingent Director Election): The election of one Class I and one Class III director nominees, as identified in this Proxy Statement, until their respective successors are duly elected and qualified.	You may (i) vote FOR the election of both director nominees named herein; (ii) WITHHOLD authority to vote for both director nominees; or (iii) vote FOR the election of a director nominee and specifically WITHHOLD your vote for the other director nominee by indicating in the space provided on the proxy.	The Board recommends that you vote FOR the contingent election of both of the director nominees. Note that this vote will be of no effect if the shares of our Series A Preferred Stock remain outstanding as of the date of the Annual Meeting.
2.	The ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024.	You may vote FOR or AGAINST the vote to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm, or you may indicate that you wish to ABSTAIN from voting on the matter.	The Board recommends that you vote FOR the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
3.	The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law.	You may vote FOR or AGAINST the vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law, or you may indicate that you wish to ABSTAIN from voting on the matter.	The Board recommends that you vote FOR the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law.

Pursuant to the Certificate of Designations for the Series A Preferred Stock, the Company has the right to cause the conversion of all of the outstanding Series A Preferred Stock (the “Mandatory Conversion Right”), provided that the last reported sale price per share on the New York Stock Exchange exceeds $6.16 on twenty consecutive trading days ending on, and including, the trading day immediately before the date on which the Company gives notice of such Mandatory Conversion Right. On February 12, 2024, members of the Company’s Board representing a majority of the directors who are not employed by the Company and who are unaffiliated with, and otherwise independent of, Onex Partners V and its affiliates, voted to authorize the mandatory conversion of all outstanding shares of Series A Preferred Stock on the earliest date of such occurrence (the “Conversion Date”). There can be no assurance as to when this condition will be met, if at all. However, it is possible the Conversion Date may occur between the Record Date and the date of the Annual Meeting. In the event that the Conversion Date with respect to the Series A Preferred Stock occurs prior to the date of the Annual Meeting, shares of the Series A Preferred Stock will cease to be outstanding and no vote will be taken in respect of matters that would otherwise be voted on by holders of the Series A Preferred Stock outstanding as of the Record Date. In that event, the individuals who would have stood for re-election as Preferred Stock directors will instead stand for election by holders of common stock.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with the Company’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are considered the “stockholder of record” with respect to those shares. The Notice of Internet Availability of Proxy Materials will be sent directly to stockholders of record beginning on or about April 11, 2024.

If your shares are held with a broker or in an account at a bank, you are considered the “beneficial owner” with respect to those shares. These shares are sometimes referred to as being held “in street name.” The Notice of Internet Availability of Proxy Materials would have been forwarded to you by your broker, bank or other holder of record who is considered the stockholder of record with respect to those shares.

As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by using the voting instruction card you received. You will not be able to vote these shares directly unless you obtain a signed legal proxy from your broker, bank or other nominee giving you the right to vote the shares.

How do I vote if I am a stockholder of record?

As a stockholder of record, you may vote your shares in any one of the following ways:

•

Call the toll-free number shown on the proxy card;

•

Vote on the Internet on the website shown on the proxy card;

•

Mark, sign, date and return the enclosed proxy card in the postage-paid envelope; or

•

Vote electronically during the live webcast of the Annual Meeting.

Please note that you cannot vote by marking up the Notice of Internet Availability of the Proxy Materials and mailing that Notice back. Any votes returned in that manner will not be counted.

Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote. You may vote as far in advance of the Annual Meeting as you choose. Returning the proxy card or voting by telephone or online will not affect your right to attend the live webcast of the Annual Meeting and vote electronically.

How do I vote if I am a beneficial owner?

As a beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares by following the instructions that your broker, bank or other nominee sent to you. You will receive, or be provided access to, proxy materials and voting instructions for each account that you have with a broker, bank or other nominee. As a beneficial owner, if you wish to change the directions that you have provided your broker, bank or other nominee, you should follow the instructions that your broker, bank or other nominee sent to you.

As a beneficial owner, you are also invited to attend the Annual Meeting provided that you register in advance as described in the answer to the question “How do I register to attend the Annual Meeting virtually on the Internet?” below. However, since you are not a stockholder of record, you may not vote your shares electronically during the live webcast of the meeting unless you obtain a signed legal proxy from your broker, bank or other nominee giving you the right to vote the shares.

How can I attend the Annual Meeting, vote my shares and submit questions?

You are entitled to attend the Annual Meeting only if you were a stockholder of record as of the Record Date or you hold a valid proxy for the Annual Meeting. To attend the Annual Meeting and submit your questions prior to or during the Annual Meeting, please visit www.meetnow.global/MRVW45L. The virtual meeting will afford stockholders the same rights as if the meeting were held in person, including the ability to vote shares electronically during the meeting and ask questions in accordance with the rules of conduct for the meeting, which will be posted to our investor relations website, https://investor.emeraldx.com and will be available on www.meetnow.global/MRVW45L during the Annual Meeting. To participate in the Annual Meeting or to submit questions in advance of the meeting, you will need the 15-digit control number included on your Notice of Internet Availability of the Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

Shares held in your name as the stockholder of record may be voted electronically during the live webcast of the Annual Meeting.

Shares for which you are the beneficial owner but not the stockholder of record also may be voted electronically during the live webcast of the Annual Meeting provided that you obtain a signed legal proxy from your broker, bank or other nominee, which will give you the right to vote the shares as described in the answer to the question “How do I vote if I am a beneficial owner?” above.

Even if you plan to participate in the Annual Meeting online, we recommend that you also vote by proxy as described below so that your vote will be counted if you later decide not to participate in the Annual Meeting.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

The online meeting will begin promptly at 1:00 p.m. (EDT). We encourage you to access the meeting prior to the start time leaving ample time for check in. Please follow the registration instructions as outlined in this Proxy Statement.

How do I register to attend the Annual Meeting virtually on the Internet?

If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received.

If you are a beneficial owner, you must register in advance to attend the Annual Meeting virtually on the Internet.

To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Emerald Holding, Inc. holdings along with your name and email address to Computershare. Requests for registration should be directed to:

Proxy Services

C/O Computershare Investor Services

P.O. Box 43101

Providence, RI 02940-5067

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. (EDT), on May 19, 2024.

You will receive confirmation of your registration by email after we receive your registration materials.

Why is the Annual Meeting only virtual?

We are excited to embrace the latest technology to provide ease of access, real-time communication and cost savings for our stockholders and the Company. Hosting a virtual meeting will provide easy access for stockholders and facilitate participation since stockholders can participate from any location around the world.

What can I do if I change my mind after I vote?

If you are a stockholder of record, you can revoke your proxy before it is exercised by:

•

written notice of revocation to our Deputy General Counsel and Assistant Corporate Secretary at 100 Broadway, 14th Floor, New York, NY 10005;

•

timely delivery of a valid, later-dated proxy or a later-dated online vote or vote by telephone; or

•

virtually attending the Annual Meeting and voting electronically.

If you are a beneficial owner of shares but not the stockholder of record, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also vote electronically during the live webcast of the Annual Meeting if you obtain a signed legal proxy from your broker, bank or other nominee giving you the right to vote the shares as described in the answer to the question “How do I vote if I am a beneficial owner?” above.

All shares represented by valid proxies received and not revoked will be voted during the live webcast of the Annual Meeting in accordance with the stockholder’s specific voting instructions.

What if I return my proxy card or vote by Internet or phone but do not specify how I want to vote?

The proxy materials, including the proxy card, are being solicited on behalf of the Board. The Company representatives appointed by the Board (the persons named on the proxy card, or, if applicable, their substitutes) will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your shares will be voted as the Board recommends, which is:

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FOR the re-election of all of the Class I and/or Preferred Stock director nominees, as applicable; and, in the event that the Conversion Date occurs prior to the da

SEC Form DEF 14A filed by Emerald Holding Inc.