SEC Form DEF 14A filed by Vivid Seats Inc.

UNITED STATES

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Vivid Seats Inc.

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Vivid Seats Inc.

24 E. Washington St., Ste. 900

Chicago, IL 60602

April 21, 2025

On behalf of the Board of Directors, I invite you to attend the 2025 Annual Meeting of Stockholders of Vivid Seats Inc., which will be conducted virtually via live webcast on June 3, 2025 at 9:00 a.m. CT.

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 7, 2025 (the record date for the meeting) containing instructions on how to access our proxy materials and vote online. If you would like to receive a paper copy of our proxy materials, follow the instructions included on such Notice.

Accompanying this letter are a Notice of Annual Meeting of Stockholders and our 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 included in our proxy materials. You can vote online, by telephone, or, if you received a paper copy of our proxy materials, by returning your signed proxy card.

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

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Vivid Seats Inc., a Delaware corporation (the “Company”), will be conducted virtually via live webcast on June 3, 2025 at 9:00 a.m. CT. Stockholders of record at the close of business on April 7, 2025 (the “Record Date”) may virtually attend the Annual Meeting, as well as vote, submit questions, and access a list of the stockholders entitled to vote at the Annual Meeting, by following the instructions included in the accompanying Proxy Statement.

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).

 

Stanley Chia

Chicago, Illinois

April 21, 2025

This Notice of Annual Meeting of Stockholders and the accompanying Proxy Statement are first being distributed or made available on or about April 21, 2025.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 3, 2025:

This Notice of Annual Meeting of Stockholders, the accompanying Proxy Statement, and the Company’s 2024 Annual Report on Form 10-K are available without charge at www.proxyvote.com. A list of the stockholders entitled to vote at the Annual Meeting will be available during the Annual Meeting at www.virtualshareholdermeeting.com/SEAT2025.

 

 

The Board of Directors (our “Board”) of Vivid Seats Inc., a Delaware corporation (“we,” “us,” or “our”) is furnishing this proxy statement (this “Proxy Statement”) and our Annual Report on Form 10-K for the year ended December 31, 2024 (our “2024 Annual Report” and, together with this Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders, our “Proxy Materials”) to stockholders of record at the close of business on April 7, 2025 (the “Record Date”) in connection with our 2025 Annual Meeting of Stockholders (together with any adjournment, postponement, or continuation thereof, the “Annual Meeting”). Our Proxy Materials are first being distributed or made available on or about April 21, 2025.

Three Class I directors will be elected at the Annual Meeting, each to hold office until our 2028 Annual Meeting of Stockholders. Our Board has nominated Stanley Chia, Jane DeFlorio, and David Donnini for election as Class I 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 or unwilling to serve, the proxies that otherwise would have been voted for such nominee will be voted, in our Board’s discretion, for a substitute nominee selected by our Board, if any.

Mr. Chia serves on our Board pursuant to the terms of, and Ms. DeFlorio and Mr. Donnini were designated pursuant to, the Stockholders’ Agreement (as defined herein). See “Transactions With Related Persons—Related Person Transactions—Stockholders’ Agreement.”

We believe each of our Class I director nominees and continuing directors displays: a high level of personal and professional integrity; strong ethics and values; meaningful education and/or business experience; broad-based business acumen; an appropriate understanding of our business and industry; 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.

The current term of each Class I director nominee ends at the Annual Meeting. Information as of the Record Date regarding each Class I director nominee, 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.

Information as of the Record Date regarding each continuing Class II 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. The current term of each Class II director ends at our 2026 Annual Meeting of Stockholders.

Information as of the Record Date regarding each continuing Class III 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. The current term of each Class III director ends at our 2027 Annual Meeting of Stockholders.

Our Board's Audit Committee (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 – such 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 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, 2025.

Representatives of Deloitte are expected to virtually attend the Annual Meeting, have the opportunity to make a statement if they desire to do so, 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.

The following table sets forth the aggregate fees (in thousands) billed for services rendered by Deloitte for each of our last two fiscal years, all of which services were approved by our Audit Committee pursuant to our Pre-Approval Policy (as defined below).

Our Audit Committee has adopted a policy (our “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. Our Pre-Approval Policy generally provides that we will not engage Deloitte to render any audit, audit-related, tax, or permissible non-audit service unless such service is either (i) specifically approved by our Audit Committee or its Chair (who has been delegated such authority, provided that any pre-approval decision made by such 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 our Pre-Approval Policy (“General Pre-Approval”). Both types of pre-approval require our Audit Committee (or its Chair) to consider whether (i) the proposed service is 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 proposed service might enhance our ability to manage or control risk or improve audit quality. All such factors are considered as a whole, and no single factor is necessarily determinative. Our Audit Committee periodically reviews and grants 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 modify the list of services that have received General Pre-Approval from time to time.

In fulfilling our oversight responsibilities, we have (i) reviewed and discussed the audited financial statements of Vivid Seats Inc. for the year ended December 31, 2024 with management and Deloitte, (ii) 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, (iii) received the written disclosures and the letter from Deloitte required by the applicable requirements of the PCAOB regarding Deloitte’s communications with us concerning independence, and (iv) discussed with Deloitte its independence.

Based on the reviews and discussions referred to above, we have recommended to the Board of Directors that the audited financial statements referred to above be included in Vivid Seats Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the SEC.

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

Jane DeFlorio, Chair

Craig Dixon

Julie Masino

Our amended and restated certificate of incorporation (our “Charter”) provides that the size of our Board shall be established from time to time by our Board. Currently, our Board has fixed its size at nine directors, and there are nine directors serving on our Board.

Our Charter 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, among other things, 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.

Our Board periodically reviews its leadership structure and does not have a formal policy on whether the roles of Board Chair and Chief Executive Officer should be held by separate individuals. Currently, Mr. Donnini serves as our Board Chair and Mr. 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 Board Chair’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 and (ii) our Chief Executive Officer’s responsibility for the execution of our strategy, day-to day-leadership, and business performance.

We recognize that different leadership structures may be appropriate for different companies in different circumstances 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.

Our Charter provides that so long as Hoya Topco, LLC (“Hoya Topco”) and its affiliates own at least 30% of the voting power of our capital stock entitled to vote in the election of directors, our Board Chair shall be designated by a majority of the directors designated by the Hoya Topco Holders. Mr. Donnini was designated to serve as our Board Chair pursuant to this provision.

Our Board has adopted our Corporate Governance Guidelines, which are available on our Investors 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, among others:

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 no relationship exists that, in its opinion, would interfere with such individual’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board has reviewed the independence of our directors, considering all relevant facts and circumstances, and affirmatively determined that each of Ms. DeFlorio, Mr. Dixon, Ms. Masino, Mr. Stewart, and Mr. Taylor (collectively representing a majority of our Board) has no such relationship and qualifies as “independent” under the Nasdaq Rules.

We, 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. Mr. Chia serves on our Board pursuant to the terms of, and 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.”

Our Board has three standing committees: Audit; Compensation; and Nominating and Corporate Governance (“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 summarized below.

Our Audit Committee is responsible for, among other things:

Our Audit Committee consists of Ms. DeFlorio (Chair), Mr. Dixon, and Ms. Masino, each of whom meets the requirements for financial literacy under applicable Nasdaq Rules. Our Board has affirmatively determined that each Audit Committee member qualifies as “independent” under the Nasdaq Rules (including those applicable to audit committee membership) and meets the criteria for independence set forth in Rule 10A-3(b)(1) under 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).

Our Board's Compensation Committee (our “Compensation Committee”) is responsible for, among other things:

Our Compensation Committee consists of Ms. Masino (Chair), Ms. DeFlorio, and Mr. Dixon. Our Board has affirmatively determined that each Compensation Committee member qualifies as “independent” under the Nasdaq Rules (including those applicable to compensation committee membership) and as a “Non-Employee Director” (as defined in Rule 16b-3 under the Exchange Act).

Pursuant to its charter, our Compensation Committee may 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 and consultants who are not officers (as defined in Rule 16a-1(f) under the Exchange Act).

Mr. Chia, in his capacity as our Chief Executive Officer, works closely with our Compensation Committee in managing our executive compensation program. While Mr. Chia attends certain Compensation Committee meetings, he is not permitted to be present during deliberations or voting on his own compensation.

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

In 2024, our Compensation Committee engaged Frederic W. Cook & Co., Inc., a compensation consultant (“FW Cook”), to review our executive and director compensation and provide market data to inform our compensation levels and programs for 2024. FW Cook does not provide services to us other than advising on executive and director compensation. In February 2025, our Compensation Committee determined that FW Cook is independent from management and that its work has not raised any conflicts of interest.

Our Board’s Nominating and Corporate Governance Committee (our “NCG Committee”) is responsible for, among other things:

Our NCG Committee consists of Mr. Dixon (Chair), Ms. DeFlorio, and Mr. Stewart. Our Board has affirmatively determined that each NCG Committee member qualifies as “independent” under the Nasdaq Rules.

Our Board has overall responsibility for risk oversight, including general oversight of executives’ management of risks relevant to us. Our Board’s involvement in reviewing our business strategy, including through regular operating performance reviews and updates from management, is an integral aspect of its assessment of management’s risk tolerance and its determination of what constitutes an appropriate level of risk for us.

Our Board is supported in its risk oversight function by its three standing committees:

Executive sessions, during which only independent directors are present, occur on a regularly scheduled basis (and at least twice a year). The independent directors in attendance determine which independent director will preside at each such executive session. Private sessions, during which non-management members of our Board are present, are also regularly scheduled throughout the year.

During 2024, our Board met seven times, our Audit Committee met four times, our Compensation Committee met four times, and our NCG Committee met twice. Each director who served on our Board during 2024 attended 75% or more of the aggregate of the total number of meetings held during 2024 by (i) our Board (during the period that they were a director) and (ii) all committees of our Board on which they served (during the periods that they served).

While we do not have a formal policy regarding directors’ attendance at our annual meetings of stockholders, we expect directors to make every effort to attend such meetings. Seven of our then-serving nine directors attended our 2024 Annual Meeting of Stockholders.

Our NCG Committee is responsible for identifying and recommending director candidates to serve on our Board. 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 and Board consider the qualification standards and selection criteria set forth in our Corporate Governance Guidelines. To be recommended by our NCG Committee and nominated by our Board, an individual must possess a high level of personal and professional integrity, strong ethics and values, and the ability to make practical and mature business judgments (including, but not limited to, the ability to make analytical inquiries). In identifying, evaluating, recommending, and nominating a candidate for election to our Board, our NCG Committee and Board, as applicable, may also consider, in addition to any other factors they deem to be relevant: such individual’s experience in corporate management, such as serving as an officer or former officer of a publicly held company; such individual’s experience as a director of another publicly held company; such individual’s professional and academic experience relevant to us and our industry; the strength of such individual’s leadership skills; such individual’s experience in finance, accounting, and/or executive compensation practices; whether such individual has the time required for the preparation, participation, and attendance at meetings of our Board and its committees; and such individual’s diversity of background and perspectives. Our Board will also consider whether there are any potential conflicts of interest with such individual’s other personal and professional pursuits. In determining whether to recommend a continuing director for re-election, our NCG Committee and Board will also consider such director’s past attendance and participation at Board and committee meetings and contributions to the activities of our Board.

While our NCG Committee and Board consider diversity a meaningful factor in recommending and nominating director candidates, we 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 us and our stockholders through the exercise of sound judgment.

In identifying prospective director candidates, our NCG Committee may seek referrals from our directors, management, stockholders, and other sources, including third parties, and may retain a search firm. Our NCG Committee uses the same criteria for evaluating all candidates, regardless of the source of a particular referral, seeking individuals with backgrounds and qualities that, when combined with those of our other directors, provide a blend of skills and experience to enhance our Board’s effectiveness. Our NCG Committee may also assess the contributions of a continuing director nominated 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 pursuant to the director designation provisions of the Stockholders’ Agreement. Mr. Chia serves on our Board pursuant to the terms of the Stockholders Agreement; and Ms. DeFlorio and Mr. Donnini were initially recommended to serve as Class I directors by the Horizon Holders and the Hoya Topco Holders, respectively. Although we are required to nominate the individuals designated pursuant to the Stockholders’ Agreement, our Board evaluated each of Mr. Chia, Ms. DeFlorio, and Mr. Donnini 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 I 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 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—Our 2026 Annual Meeting of Stockholders.”

Persons 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. Our Corporate Secretary monitors communications addressed to our Board and forwards copies or summaries thereof to our Board as deemed appropriate. Communications are forwarded to our Board if they relate to important substantive matters and include suggestions or comments that our Corporate Secretary and/or Board Chair consider to be important for directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than those relating to ordinary business affairs, personal grievances, and matters as to which we tend to receive repetitive or duplicative communications.

Our Board has adopted a written Code of Business Conduct & Ethics, which applies to all of our directors, officers, and employees and is available on our Investors 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 & Ethics by posting such information on our Investors website rather than by filing a Current Report on Form 8-K.

Our Board has adopted an Insider Trading Policy, a copy of which is filed as an exhibit to our 2024 Annual Report. Our Insider Trading Policy governs the purchase, sale, and/or other dispositions of our securities by our directors, officers, and other employees, and sets forth policies and procedures that are reasonably designed to promote compliance with applicable insider trading laws, rules, and regulations. As set forth in our Insider Trading Policy, it is our policy to comply with applicable laws and regulations relating to insider trading when engaging in transactions in our securities.

Our Insider Trading Policy, which applies to all of our directors, officers, and employees, prohibits: (i) purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities; (ii) engaging in short sales; (iii) transactions in puts, calls, and other derivatives involving our equity securities; and (iv) margin purchases and the pledging of our securities as collateral to secure loans.

Copies of the charters of our Audit, Compensation, and NCG Committees, as well as our Corporate Governance Guidelines, Code of Business Conduct & Ethics, and other corporate governance information, are available on our Investors website at investors.vividseats.com or by writing to our Corporate Secretary at 24 E. Washington St., Ste. 900, Chicago, IL 60602.

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 2024 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; and (iv) the end of any fiscal year in which we become a “large accelerated filer.”

This section discusses the material components of the executive compensation program for our named executive officers (our “NEOs”). In 2024, our NEOs were: Stanley Chia, Chief Executive Officer; Lawrence Fey, Chief Financial Officer; and Riva Bakal, Chief Product & Strategy Officer.

The following table sets forth the compensation of our NEOs for each of our last two completed 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 2024, following a detailed evaluation by our Compensation Committee of the competitive market landscape, each NEO was provided a base salary merit increase, as set forth in the following table.

In 2024, each NEO was eligible to receive a cash incentive award under the 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 2024 to stimulate and support a high-performance environment by tying 2024 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 2024 financial performance against our 2024 operating plan targets approved by our Board in early 2024, as set forth in the following table.

No payout would be received for actual performance of less than 85% of the operating plan targets. The maximum award payout that could be earned was 150% of the target award value. To the extent actual performance fell between 85% and 115% of the

operating plan targets, straight-line interpolation would be utilized to calculate the award payout for the metric. There was substantial uncertainty at the time our Compensation Committee established the operating plan targets as to the likelihood of our actual attainment of such target performance and the actual AIP payout. Each NEO’s AIP award was subject to continued employment through the payment date.

Based on our 2024 achievement of revenue and Adjusted EBITDA at 94.1% and 90.6% of operating plan targets, respectively, our Compensation Committee in early 2025 determined that, in accordance with the AIP, the awards earned for 2024 under the AIP would payout according to the AIP’s formulaic funding at 69.4% of the target award value for each NEO, with no discretionary adjustments.

We adopted the Plan, which became effective on October 18, 2021 and was amended on February 5, 2024, 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. The term of the Plan runs through February 5, 2034 (or such earlier date on which all awards granted thereunder have been satisfied in full and no shares of our Class A Common Stock remain available for issuance thereunder).

In 2024, equity-based awards for our NEOs were granted in the form of RSUs under the Plan as follows:

The RSUs vest over three years, with one-third vesting on the first anniversary of the grant date and the remainder vesting in eight equal quarterly installments thereafter, subject to continued employment through each vesting date. See “—Outstanding Equity Awards at 2024 Fiscal Year-End” for additional information on the equity awards granted during 2024.

Prior to October 18, 2021, equity-based awards for our NEOs were granted by Hoya Topco in the form of (i) non-voting profits interests, which entitled the holder thereof to a portion of the profits and equity value appreciation of Hoya Topco arising after the grant date, and (ii) phantom units, which represented a potential one-time cash payment of a portion of a transaction bonus pool of up to approximately $5.0 million to be made within 30 days following a sale of Hoya Topco.

On June 10, 2024, Hoya Topco’s Board of Managers approved the (i) redemption, repurchase, and cancellation by Hoya Topco (using its funds) of all of its outstanding profits interests held by our employees and (ii) repurchase and cancellation by Hoya Topco (using its funds) of all of its outstanding phantom units held by our employees, pursuant to which the following securities of Hoya Topco held by our NEOs were redeemed, repurchased, and/or cancelled:

We were not a party to, and our Compensation Committee took no action with respect to, this transaction. In addition, this transaction did not reflect the issuance of any new securities, did not reflect any newly granted compensation, did not utilize any of our cash, and did not dilute any of our stockholders. However, because these securities were initially granted by Hoya Topco to our NEOs in consideration for their service to us, we were required to recognize any incremental compensation expense (computed in accordance with ASC 718) resulting from this transaction. As a result, this amount is reflected in the “Summary Compensation Table” (see footnote 1 thereto).

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 employees in the 401(k) Plan up to a specified percentage of the contributions, and the matching contributions are fully vested on the date the contribution is made. We believe 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 in accordance with our compensation policies.

All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans, which include: 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.

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.

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, which agreement became effective on October 18, 2021 and was amended on June 26, 2024 to provide for the enhanced termination-related benefits described under “—Potential Payments Upon Termination” (as amended, the “Chia Employment Agreement”). Mr. Chia’s employment with us is at will; 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.”

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, which agreement became effective on October 18, 2021 and was amended on June 26, 2024 to provide for the enhanced termination-related benefits described under “—Potential Payments Upon Termination” (as amended, and together with the Fey RCA, the “Fey Employment Agreement”). Mr. Fey’s employment with us is at will; 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.”

On August 13, 2021, we and Vivid Seats LLC entered into an employment agreement with Ms. Bakal providing for her position as our Senior Vice President, Strategy & Product, which agreement became effective on October 18, 2021 and was amended on June 26, 2024 to provide for the enhanced termination-related benefits described under “—Potential Payments Upon Termination” (as amended, the “Bakal Employment Agreement”). Ms. Bakal’s employment with us is at will; either party may terminate the Bakal Employment Agreement without notice. Ms. Bakal was promoted to Chief Product & Strategy Officer in March 2022.

Under the Bakal Employment Agreement, Ms. Bakal is subject to perpetual confidentiality and mutual non-disparagement provisions and non-compete and non-solicitation provisions with respect to customers and employees during her employment and the two-year period post termination. The Bakal Employment Agreement also provides for potential payments upon termination as described under “—Potential Payments Upon Termination.”

The Chia, Fey, and Bakal Employment Agreements provide that upon a Qualifying Termination (as defined below), the NEO will be entitled to receive, subject to their execution and non-revocation of a release of claims: (i) a lump-sum cash payment equal to 12 months (nine months for Ms. Bakal) of annual base salary; (ii) a lump-sum cash payment equal to the annual cash incentive payout for the year in which the Qualifying Termination occurs (prorated and determined at 50% of target achievement); (iii) payment of any unpaid bonus or annual cash incentive payment for the prior fiscal year; and (iv) a lump-sum cash payment equal to 12 months (nine months for Ms. Bakal) of COBRA health insurance premiums.

On June 26, 2024, the Chia, Fey, and Bakal Employment Agreements were amended to provide that upon a Qualifying Termination within the 12-month period immediately prior or subsequent to a Change in Control (as defined in the Plan), the NEO will be entitled to receive, subject to their execution and non-revocation of a release of claims, the payments described in the prior paragraph, provided that: (i) for Mr. Chia, the “base salary” payment will be equal to 18 months of annual base salary; (ii) the “annual cash incentive payout” payment will not be prorated and will be determined at 100% (150% for Mr. Chia) of target achievement; and (iii) all then-outstanding unvested equity awards held by the NEO will immediately vest.

As used above:

The following table sets forth information regarding unexercised and unvested equity awards held by our NEOs at December 31, 2024.

The following table sets forth the compensation of our non-employee directors for our last completed fiscal year. Mr. Chia receives no compensation for his service as director, and all of his compensation is reflected in the “Summary Compensation Table.” Mr. 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 retainer of $40,000 for service on our Board. In recognition of the additional responsibilities associated with service on our Board’s committees, each member thereof receives an additional cash retainer as follows: (i) Audit Committee members receive $10,000 ($20,000 for the Chair); (ii) Compensation Committee members receive $7,500 ($15,000 for the Chair); and (iii) NCG Committee members receive $7,500 ($15,000 for the

Chair). All cash retainers are earned on a quarterly basis. Non-employee directors may elect to have all or a portion of their annual cash retainers paid in fully vested shares of our 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.

Our non-employee director compensation policy provides 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 $200,000, which vests in three equal installments on the first three 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 $200,000, 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. The vesting of these RSUs is subject to 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.

The following table sets forth certain information at December 31, 2024 with respect to the shares of our Class A Common Stock that may be issued under our equity compensation plans, which are the Plan and our 2021 Employee Stock Purchase Plan (the “ESPP”):

The following table sets forth certain information at the close of business on the Record Date with respect to holdings of our Common Stock by (i) each stockholder who beneficially owned more than 5% of the outstanding shares of any class of our Common Stock, (ii) each of our NEOs, directors, and director nominees, and (iii) all of our directors and executive officers as a group.

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 131,129,417 shares of our Class A Common Stock and 76,225,000 shares of our 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 c/o Vivid Seats Inc., 24 E. Washington St., Ste. 900, Chicago, IL 60602.

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 they are fair and reasonable and should be approved or ratified. These procedures are designed to minimize real or potential conflicts of interest (or the perception thereof) arising from any dealings we may have with our affiliates and to provide for the appropriate disclosure of any such conflicts.

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% equity 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 or charges 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 facts and circumstances it deems to be relevant, including, but not limited to: 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; and the extent of the related person’s interest in the transaction. No director may participate in the approval or ratification of a related person transaction in which such director is a related person.

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 2024, we paid the Dodgers approximately $2.2 million in connection with this partnership. Mr. Boehly, a member of our Board, owns greater than 10% of the Dodgers.

In December 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 the 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 2024, we paid Viral Nation approximately $330,000 in connection with the agreement. Mr. 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.

In October 2021, we entered into a Tax Receivable Agreement (the “TRA”) with the existing unitholders of Hoya Intermediate, LLC (“Hoya Intermediate”). The TRA provides for our payment to such unitholders of 85% of the amount of any tax savings 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 Hoya Intermediate’s common units, (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. At December 31, 2024, the TRA liability was approximately $155.7 million, approximately $4.0 million of which was classified as current because we expected it to be due within the next 12 months.

In October 2021, we entered into a Stockholders Agreement (as amended on October 1, 2024, the “Stockholders’ Agreement”) with Hoya Topco and Horizon. Pursuant to the Stockholders’ Agreement, Hoya Topco and Horizon have the right to designate a number of nominees to our Board as follows:

As used herein: (a) the “Closing Amount” means the total number of shares of our Common Stock that were issued and outstanding on October 18, 2021; (b) the “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 our Common Stock that it held on October 18, 2021, GTCR Fund XI/B LP, GTCR Fund XI/C LP, 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) the “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 nominees 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 nominees to our Board that give them the same percentage of total director nominees as set forth above (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.

As between the Hoya Topco Holders and the Horizon Holders: (a) the Hoya Topco Holders have the exclusive right to request the removal of one of their designees from the Board, and to designate a director for election to the Board to fill a vacancy created by the death, removal, or resignation of one of their designees (and, in each case, we and the Horizon Holders will take all necessary action to cause such removal or to cause such vacancy to be filled by the replacement designee); and (b) the Horizon Holders have

the exclusive right to request the removal of one of their designees from the Board, and to designate a director for election to the Board to fill a vacancy created by the death, removal, or resignation of one of their designees (and, in each case, we and the Hoya Topco Holders will take all necessary action to cause such removal or to cause such vacancy to be filled by the replacement designee).

Mr. Chia serves on our Board pursuant to the terms of, and each of our current non-management directors was designated pursuant to, the Stockholders’ Agreement: Mr. Anderson, Mr. Donnini, Ms. Masino, Mr. Stewart, and Mr. Taylor were designated by the Hoya Topco Holders; and Mr. Boehly, Ms. DeFlorio, and Mr. 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.

In October 2021, we entered into an Amended and Restated Registration Rights Agreement (the “IPO Registration Rights Agreement”) with Hoya Topco and Horizon. Pursuant to the IPO Registration Rights Agreement, we agreed to file and maintain a registration statement (which initial Form S-1 was declared effective in December 2021), and granted the other parties thereto certain customary demand and piggyback registration rights, with respect to the registrable securities described therein.

In November 2023, in connection with our acquisition of Vegas.com, LLC, we entered into a Registration Rights and Lockup Agreement (the “Vegas.com Registration Rights Agreement” and, together with the IPO Registration Rights Agreement, the “Registration Rights Agreements”) with Michael Reichartz and the other parties thereto. Pursuant to the Vegas.com Registration Rights Agreement, we agreed to file and maintain a registration statement (which initial Form S-1 was declared effective in December 2023) with respect to the registrable securities described therein.

We are generally responsible for all expenses in connection with our obligations under the Registration Rights Agreements, subject to certain exceptions described therein. The Registration Rights Agreements also provide that we will indemnify the other parties thereto against, or make contributions in respect of, certain liabilities that may arise under the Securities Act of 1933, as amended.

A stockholder who intends to submit a proposal for inclusion in our proxy statement for our 2026 annual meeting of stockholders (the “2026 Annual Meeting”) pursuant to Rule 14a-8 under the Exchange Act must submit such proposal in writing to our Corporate Secretary at 24 E. Washington St., Ste. 900, Chicago, IL 60602 no later than December 22, 2025.

A stockholder who intends to present a proposal at the 2026 Annual Meeting, but not to include such 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. These requirements include, among others, that our Corporate Secretary receive written notice from such stockholder of their intent to present such proposal or nomination (which notice must contain all of the information specified in our Bylaws) 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 prior year’s annual meeting of stockholders. Therefore, for the 2026 Annual Meeting, we must receive such notice no earlier than the close of business on February 3, 2026 and no later than the close of business on March 5, 2026. If the date of the 2026 Annual Meeting is more than 30 days before or after June 3, 2026, then our Corporate Secretary must receive such notice no later than the close of business of the 90^th day prior to the 2026 Annual Meeting or, if later, the 10^th day following the date on which we first publicly disclose the date of the 2026 Annual Meeting. SEC rules permit management to vote proxies in its discretion in certain cases if a stockholder does not comply (and, in certain cases, notwithstanding a stockholder’s compliance) with these deadlines. 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 or nomination that does not comply with these or other applicable requirements.

In connection with our solicitation of proxies for the 2026 Annual Meeting, we intend to file a proxy statement and WHITE proxy card with the SEC. Free copies of our proxy statement and other documents, as and when filed with the SEC, may be obtained from the SEC’s website at www.sec.gov.

SEC rules permit companies and intermediaries such as banks and brokers to satisfy delivery requirements for annual reports, proxy statements, and notices with respect to two or more stockholders who share an address by delivering only one copy of such documents to such stockholders. This process (commonly referred to as “householding”) helps to lower companies’ costs and conserve natural resources. Once stockholders have received notice that their bank or broker will be householding such documents, householding will continue until such stockholders are notified otherwise or one or more of such stockholders provides contrary instructions. If a stockholder at a shared address to which a single copy of such documents was delivered wishes to receive a separate copy in the future, or if stockholders sharing an address are receiving multiple copies of such documents and would like to request delivery of a single copy, they should notify their bank or broker. Stockholders can also request prompt delivery of a separate copy of our Proxy Materials by contacting Broadridge at (866) 540-7095 or at Broadridge Financial Solutions, Inc., Householding Dept., 51 Mercedes Way, Edgewood, NY 11717.

Our 2024 Annual Report is being mailed together with this Proxy Statement to stockholders who receive our proxy materials by mail. All stockholders can access our 2024 Annual Report at www.proxyvote.com. Our 2024 Annual Report, including our financial statements included therein, has also been filed with the SEC. Free copies of our 2024 Annual Report may be obtained 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.

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.