Vivid Seats Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$SEAT
Services-Misc. Amusement & Recreation
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 21, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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Vivid Seats Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) on July 21, 2025. The voting results for the matters voted on at the Special Meeting (each as further described in the Company’s definitive proxy statement on Schedule 14A
filed with the Securities and Exchange Commission on July 11, 2025) are set forth below.
Proposal No. 1. A proposal to
approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect, at the option of the Company’s Board of Directors (the “Board”), a reverse stock
split of the Company’s Class A and Class B common stock, par value $0.0001 per share, at a ratio in the range of 1-for-5 to 1-for-30, inclusive, with such ratio to be determined by the Board prior to the effectiveness of such amendment and be
publicly announced by the Company, was approved based on the following votes:
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For
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Against
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Abstain
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154,456,368
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6,537,360
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24,290
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Proposal No. 2. A proposal to
approve the adjournment of the Special Meeting to a later date or dates, if necessary, to solicit additional proxies if there are insufficient votes to approve Proposal No. 1 was approved based on the following votes:
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For
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Against
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Abstain
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153,614,941
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7,377,458
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25,619
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Vivid Seats Inc.
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Date:
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July 25, 2025
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By:
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/s/ Emily Epstein
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Emily Epstein
General Counsel
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