Alliance Entertainment Holding Corp DEF 14A, filed Sep 24, 2026
Alliance Entertainment Holding Corp (AENT)
About this DEF 14A
Alliance Entertainment Holding Corp filed this DEF 14A on September 24, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Rule 14a-12 |
(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 |
September 24, 2026
Dear Stockholders,
We are very pleased to invite you to the virtual 2026 Annual Meeting of Stockholders of Alliance Entertainment Holding Corporation, which will be held on Thursday, November 5, 2026, at 1:15 p.m., Eastern Time. The Annual Meeting will be held virtually via live internet webcast at https://www.cstproxy.com/aent/am2026.
Your vote is very important. Whether or not you plan to attend the virtual Annual Meeting, it is important that your shares be represented and voted at the virtual Annual Meeting. Therefore, we urge you to read the enclosed proxy materials and then promptly vote via the internet or, by completing, signing and returning by mail the enclosed proxy card, even if you plan to attend the virtual Annual Meeting.
As a representative of your Board of Directors, it is my pleasure to work closely with the other members of the Board who are similarly committed to our stockholders and providing effective oversight and guidance to management. We deeply value your support.
| Very truly yours, | |
| /s/ Bruce Ogilvie | |
| Bruce Ogilvie | |
| Executive Chairman of the Board of Directors |
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Alliance Entertainment Holding Corporation
8201 Peters Road,
Suite 1000
Plantation, Florida 33324
NOTICE OF VIRTUAL 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 5, 2026
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the virtual 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Alliance Entertainment Holding Corporation (the “Company”) will be held on Thursday, November 5, 2026, at 1:15 p.m., Eastern Time, via a live webcast, which can be accessed on the internet by visiting https://www.cstproxy.com/aent/am2026.
To access the virtual Annual Meeting, you will need a 16-digit control number. The control number is provided on your proxy card or Notice of Internet Availability of Proxy Materials or through your broker or other nominee if you hold your shares in “street name.”
Stockholders will be able to attend, vote and submit questions virtually during the Annual Meeting.
We are holding the Annual Meeting to consider and vote on the following proposals, as more fully described in the Proxy Statement accompanying this Notice of Annual Meeting:
| 1 | To elect Bruce Ogilvie and Jeffrey Walker to serve as Class III directors on our Board of Directors until the 2029 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified; | |
| 2 | To approve, on a non-binding, advisory basis, the compensation of our named executive officers; | |
| 3 | To approve, on a non-binding, advisory basis, the frequency of future advisory votes on the compensation of our named executive officers; and | |
| 4 | To transact such other business as may properly come before the Annual Meeting or at any postponement or adjournment thereof. |
Our Board of Directors has established the close of business on September 8, 2026, as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the virtual Annual Meeting and at any postponement or adjournment thereof. Only stockholders of record at the close of business on the Record Date are entitled to receive notice of and to vote at the virtual Annual Meeting and any adjournment or postponement thereof.
The Notice of Internet Availability of Proxy Materials will be mailed to our stockholders on or about September 25, 2026. If you previously requested electronic or paper delivery of the proxy materials, you will be sent the Proxy Statement, the accompanying proxy card, and our Annual Report on Form 10-K for the fiscal year ended June 30, 2026, which is not a part of our proxy solicitation materials, on or about September 25, 2026. The Annual Report on Form 10-K will be provided without exhibits; exhibits to the Annual Report on Form 10-K are available upon written request or may be accessed through the SEC’s website at www.sec.gov. The Notice of Internet Availability of Proxy Materials contains instructions on how to access an electronic copy of our proxy materials.
Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the accompanying Proxy Statement and to submit your proxy or voting instructions as soon as possible. In order to ensure the representation of a quorum at the Annual Meeting, stockholders who do not expect to attend the Annual Meeting are urged to vote as soon as possible. For information on how to vote your shares, please refer to the section of the Proxy Statement entitled “Questions and Answers Regarding the Annual Meeting” and to the instructions provided in your proxy card or Notice of Internet Availability of Proxy Materials or by your broker, bank, or other nominee.
| Sincerely, | |
| /s/ Bruce Ogilvie | |
| Bruce Ogilvie | |
| Executive Chairman of the Board of Directors |
Plantation, Florida
September 24, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 5, 2026: The Proxy Statement, enclosed proxy card and Annual Report on Form 10-K for the fiscal year ended June 30, 2026 are available at https://www.cstproxy.com/aent/am2026.
If you have any questions or require any assistance with respect to voting your shares, please contact Dave Gentry at AENT@redchip.com or (407) 644-4256.
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Alliance Entertainment Holding Corporation
8201 Peters Road
Suite 1000
Plantation, Florida 33324
PROXY STATEMENT
FOR THE VIRTUAL ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 5, 2026
General
The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of Alliance Entertainment Holding Corporation (referred to herein as “we,” “us,” “our,” “Alliance” and the “Company”) for use at our virtual 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, November 5, 2026, at 1:15 p.m., Eastern Time, and at any adjournment or postponement thereof. The Annual Meeting will be held via a live webcast, which can be accessed on the internet by visiting https://www.cstproxy.com/aent/am2026, where you will be able to attend the Annual Meeting, submit questions and vote your shares electronically.
Please refer to the section of this Proxy Statement entitled “Questions and Answers Regarding the Annual Meeting” for additional information regarding how to attend the virtual Annual Meeting and vote your shares.
Only stockholders of record at the close of business on September 8, 2026 (the “Record Date”) are entitled to receive notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. These proxy solicitation materials and our Annual Report on Form 10-K for the fiscal year ended June 30, 2026 (the “Annual Report on Form 10-K”), including audited financial statements, are available on the internet at https://www.cstproxy.com/aent/am2026, and the Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed to our stockholders on or about September 25, 2026. If you previously requested electronic or paper delivery of the proxy materials, you will be sent this Proxy Statement, the accompanying proxy card, and the Annual Report on Form 10-K on or about September 25, 2026. The Annual Report on Form 10-K will be provided without exhibits; exhibits to the Annual Report on Form 10-K are available upon written request or may be accessed through the SEC’s website at www.sec.gov.
Meet Our Board
Qualifications of Our Board
Our Board is comprised of actively engaged individuals with diverse skills, experiences and backgrounds that contribute to the effective oversight of our Company. The Board believes these varied qualifications help to inform and better oversee decisions regarding the Company’s long-term strategic growth.
The presentation below is a high-level summary of our Board’s skills. For further information about each director, please see the section of this Proxy Statement entitled “Proposal No. 1—Nominees for Director—Information Regarding the Class III Director Nominees” below.
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Committee Structure
| Audit Committee | Compensation Committee |
Nominating
Committee |
Technology Governance Committee | |||||
Bruce Ogilvie (Executive Chairman) (Class III Nominee) |
||||||||
Jeff
Walker (Class III Nominee) |
||||||||
W. Tom Donaldson III (Independent) |
** | ++ | ||||||
| Chris
Nagelson (Independent) |
++ | ++ | ** | |||||
Terilea Wielenga (Independent) |
** | ++ | ++ | |||||
Dmitry Kozko (Independent) |
++ | ** | ||||||
Sheila Bangalore (Independent) |
++ | ++ |
| ** Committee Chair | ++ Committee Member |
Leadership Structure
Our Board believes it is in our Company’s best interests that the positions of Executive Chairman and Chief Executive Officer are separate, with Mr. Ogilvie serving as our Executive Chairman and Jeff Walker serving as our Chief Executive Officer. Our Board believes separating these roles promotes effective leadership, allowing our Chief Executive Officer to focus on the management of our day-to-day business, while allowing our Executive Chairman to focus on matters involving our Board, our overall corporate strategy and corporate governance.
Our Board does not currently have a lead independent director. The Board has determined that this structure is the most effective leadership structure for our Company at this time. The Board has determined that maintaining the independence of a majority of our directors helps maintain the Board’s independent oversight of management. All of our Board committees are comprised of independent directors. We believe the independent nature of our Board committees ensures that our Board maintains a level of independent oversight of management that is appropriate for the Company. For more details regarding our leadership structure, please see the section of this Proxy Statement entitled “Proposal No. 1—Board Leadership Structure” below.
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Questions and Answers Regarding the Annual Meeting
The following are some commonly asked questions raised by our stockholders and answers to each of those questions.
Q. Who is soliciting my vote?
A: The Board of Directors of Alliance Entertainment Holding Corporation is soliciting your proxy to be used at the Annual Meeting.
Q. Why did I receive a one-page Notice in the mail regarding the internet availability of proxy materials this year instead of a full set of proxy materials?
A: Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to mail to our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of the proxy materials. All stockholders receiving the Notice will have the ability to access the proxy materials over the internet and receive a paper copy of the proxy materials by mail on request. Instructions on how to access the proxy materials over the internet or to request a paper copy may be found in the Notice. In addition, the Notice contains instructions on how you may access proxy materials in printed form by mail or electronically on an ongoing basis. This process has allowed us to expedite our stockholders’ receipt of proxy materials, lower the costs of distribution, and reduce the environmental impact of our Annual Meeting.
Q. When and where will the Annual Meeting be held?
A: You are invited to attend the Annual Meeting on Thursday, November 5, 2026, at 1:15 p.m., Eastern Time. The Annual Meeting will be conducted entirely online via a live webcast. Our stockholders may participate in the Annual Meeting by visiting the following website: https://www.cstproxy.com/aent/am2026. You will need a 16-digit control number to attend and participate in the live webcast of the Annual Meeting. Please refer to the questions titled “How can I vote my shares at the Annual Meeting?” and “How can I vote my shares without attending the Annual Meeting?” for information on obtaining your 16-digit control number.
An online pre-meeting forum will be available to our stockholders at www.proxyvote.com prior to the date of the Annual Meeting. By accessing this online forum, our stockholders will be able to vote, view the Annual Meeting procedures, and obtain copies of proxy materials and our Annual Report on Form 10-K.
Q. What are the proposals at the Annual Meeting?
| A: | Stockholders will consider and vote by internet, mail, or virtually at the Annual Meeting, upon the following matters: |
| ● | Proposal No. 1: To elect two Class III directors to serve on our Board until the 2029 Annual Meeting of Stockholders (the “2029 Annual Meeting”) or until their respective successors are duly elected and qualified (which we also refer to as the “Director Election Proposal”); | |
| ● | Proposal No. 2: To approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement (which we also refer to as the “Say-on-Pay Proposal”); and | |
| ● | Proposal No. 3: To approve, on a non-binding, advisory basis, the frequency of future advisory votes on the compensation of our named executive officers (which we also refer to as the “Say-on-Frequency Proposal”). |
Stockholders may also be asked to consider and vote upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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Q. How does the Board of Directors recommend that I vote on the proposals?
A: The Board recommends that our stockholders vote “FOR” each of the candidates in Proposal No. 1, “FOR” the Say-on-Pay Proposal in Proposal No. 2, and “EVERY THREE YEARS” for the Say-on-Frequency Proposal in Proposal No. 3.
Q: What is the difference between holding shares as a Stockholder of Record and as a Beneficial Owner, and how does this affect my options for voting my shares at the Annual Meeting?
A: Most of our stockholders hold their shares beneficially in “street name” through a broker, bank, or other nominee (“Beneficial Owner”) rather than directly in their own name (“Stockholder of Record”). There are some distinctions between shares held of record and shares owned beneficially, specifically:
Stockholder of Record: If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered the Stockholder of Record with respect to those shares, and these proxy materials are being sent directly to you.
As a Stockholder of Record, you have the right to vote by proxy or to vote electronically via live webcast at the Annual Meeting. You may vote in advance via the internet or, by completing, signing and returning by mail the enclosed proxy card, as described in further detail below. Even if you plan to attend the virtual Annual Meeting, we recommend that you vote via the internet in advance as described below so that your vote will be counted if you later decide not to attend the virtual Annual Meeting.
Beneficial Owner: If your shares are held in a stock brokerage account or by a broker, bank, or other nominee, you are considered the Beneficial Owner of shares held in street name, and these proxy materials are being forwarded to you by your broker, bank, or other nominee, which is considered the Stockholder of Record with respect to those shares.
As a Beneficial Owner, you have the right to direct your broker, bank, or other nominee on how to vote the shares in your account, and you are also invited to attend the virtual Annual Meeting. However, because you are not the Stockholder of Record, you may not vote these shares at the virtual Annual Meeting unless you request and obtain a valid “legal proxy” or obtain a 16-digit control number from your broker, bank, or other nominee. Please refer to the voting instructions provided to you by your broker, bank, or other nominee for instructions on the voting methods they offer.
Q. How can I vote my shares at the Annual Meeting?
A: Shares held directly in your name as the Stockholder of Record may be voted by internet, mail, or at the Annual Meeting virtually by live webcast. To vote at the Annual Meeting virtually by live webcast you must visit the following website: https://www.cstproxy.com/aent/am2026. You will need the 16-digit control number included on your proxy card or Notice. However, even if you plan to attend the Annual Meeting virtually, we recommend that you vote via the internet in advance as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.
If you are the Beneficial Owner of your shares, you may vote your shares at the virtual Annual Meeting only if you request and obtain a valid “legal proxy” or obtain a 16-digit control number from your broker, bank, or other nominee.
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Q. How can I vote my shares without attending the Annual Meeting?
A: Whether or not you plan to attend the virtual Annual Meeting, it is important that your shares be represented and voted at the virtual Annual Meeting. Whether you are a Stockholder of Record or a Beneficial Owner, you may vote by proxy or submit a voting instruction form without attending the Annual Meeting.
Stockholder of Record: If you are a Stockholder of Record, you may vote by proxy using the options below.
To vote by internet, you will need the 16-digit control number included on your proxy card and Notice. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on November 5, 2026 by visiting www.proxyvote.com and following the instructions.
To vote by mail, complete, sign, date and promptly return the enclosed proxy card in the enclosed postage-paid envelope. In order to be effective, completed proxy cards must be received by 11:59 p.m. Eastern Time on November 5, 2026.
Beneficial Owner. If you are a Beneficial Owner, please refer to the voting instructions provided to you by your broker, bank or other nominee for details on how to submit a voting instruction form.
Q. How can I submit a question at the Annual Meeting?
A: This year’s question and answer session for stockholders will include questions submitted live during the virtual Annual Meeting.
As part of the Annual Meeting, we will hold a live question and answer session during which we intend to answer questions submitted during the meeting in accordance with the Annual Meeting procedures which are pertinent to the Company and the meeting matters, as time permits. Questions may be submitted during the Annual Meeting through https://www.cstproxy.com/aent/am2026. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.
Q. What if I need technical assistance?
A. We encourage you to access the Annual Meeting before it begins. Online check-in will start shortly before the meeting on November 5, 2026. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.
Q. Can I change my vote or revoke my proxy?
| A: | Stockholder of Record: If you are the Stockholder of Record, you may revoke your proxy in any one of four ways: |
| ● | You may vote again by internet at a later time (prior to the deadline for internet voting); | |
| ● | You may submit a properly completed proxy card with a later date (prior to the deadline to vote by mail); | |
| ● | You may send a written notice that you are revoking your proxy to Alliance Entertainment Holding Corporation, 8201 Peters Road, Suite 1000, Plantation, FL 33324, Attention: Secretary; or | |
| ● | You may attend the virtual Annual Meeting and vote electronically via live webcast. However, attending the virtual Annual Meeting will not, by itself, revoke your proxy or change your vote. |
Beneficial Owner: If you are a Beneficial Owner, you may revoke your proxy by following the voting instructions provided to you by your broker, bank or other nominee.
If you have any questions or need assistance voting your shares, please contact Dave Gentry at AENT@redchip.com or (407) 644-4256.
Q. Who will count the votes?
A: A representative of Continental Stock Transfer & Trust Company will count the votes and act as the inspector of election.
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Q. What does it mean if I get more than one proxy card, notice or voting instruction form?
A: Stockholder of Record: If you are a Stockholder of Record with shares registered under different names, you will receive more than one set of proxy materials and more than one proxy card. Please complete, sign, date and promptly return each proxy card in the enclosed postage-paid envelope provided or vote by internet using the 16-digit control number on each enclosed proxy card or Notice of Internet Availability of Proxy Materials to ensure that all of your shares are voted. If you would like all of your shares to be registered in the same name and under the same address, please contact our transfer agent, Continental Stock Transfer & Trust Company at (800) 509-5586.
Beneficial Owner: If you are a Beneficial Owner with shares held in more than one account, you will receive more than one voting instruction form from your broker, bank or other nominee. Please refer to the voting instructions provided to you by your broker, bank or other nominee for details on how to submit a voting instruction form for each account in which your shares are held. If you would like all of your shares to be held in the same account and under the same address, please contact your broker, bank or other nominee.
Q. Who is entitled to vote at the Annual Meeting?
A: Only Stockholders of Record on the Record Date are entitled to receive notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. If you are the Beneficial Owner of your shares, you may vote your shares at the virtual Annual Meeting only if you request and obtain a valid “legal proxy” or obtain a 16-digit control number from your broker, bank, or other nominee.
Q. How many shares am I entitled to vote?
A: As a Stockholder of Record, you may vote all of the shares owned by you as of the Record Date. If you are a Beneficial Owner of your shares, you have the right to direct your broker, bank, or other nominee on how to vote the shares in your account as of the Record Date.
Q. How many votes may be cast?
A: Each outstanding share of our Class A common stock and contingent Class E common stock as of the Record Date will be entitled to one vote on all matters brought before the Annual Meeting. As of the Record Date, 50,979,630 shares of our Class A common stock were issued and outstanding and eligible to vote at the Annual Meeting, and 60,000,000 shares of our contingent Class E Common Stock were issued and outstanding and entitled to 60,000,000 votes at the Annual Meeting. Holders of contingent Class E Common Stock will have the right to vote such shares of contingent Class E common stock, provided that during the escrow period they have contractually agreed to vote their shares of contingent Class E common stock in the same manner and proportion as the Class A common stock votes.
Q. What constitutes a “quorum” at the Annual Meeting?
A. The presence at the Annual Meeting, in person (even if not voting) or by proxy, of the holders of a majority in voting power of the shares of our capital stock outstanding as of the Record Date will constitute a “quorum.” Virtual attendance at the Annual Meeting constitutes presence in person for purposes of a quorum. Abstentions and broker non-votes are each included for the purpose of determining whether a quorum is present.
Q. What vote is required to elect the directors?
A. The plurality of the votes properly cast at the Annual Meeting will be sufficient to pass the Director Election Proposal. Accordingly, each nominee receiving the highest number of affirmative votes will be elected. Alliance Class A common stockholders do not have cumulative voting rights in the election of directors. “WITHHOLD” votes for directors will have no effect on the election of the nominee.
The approval of the Say-on-Pay Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of our capital stock present in person or by proxy at the Annual Meeting and entitled to vote on this proposal at the Annual Meeting. Virtual attendance at the Annual Meeting constitutes presence in person.
The Say-on-Frequency Proposal provides for stockholders to vote for one of three potential frequencies (every one year, two years or three years) for future say-on-pay votes. Stockholders also have the option to abstain from such vote if they do not wish to express a preference. The frequency that receives the highest number of votes cast will be considered the frequency recommended by our stockholders.
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Q: What is the effect of an abstention on a particular proposal?
A: Shares held by persons attending the virtual Annual Meeting but not voting, and shares represented by proxies that reflect abstentions as to a particular proposal, will be counted as present at the virtual Annual Meeting for purposes of determining the presence of a quorum but will “abstain” from voting on such proposal.
| ● | For the Director Election Proposal, abstentions are not counted as votes “FOR” or “AGAINST” a director nominee and will have no effect in determining the outcome of the election of directors. | |
| ● | Similarly, for the Say-on-Frequency Proposal, abstentions will have no effect on the proposal. | |
| ● | For the Say-on-Pay Proposal, abstentions will have the same effect as a vote “AGAINST” such proposal. |
Q: What is the effect of a broker non-vote on a particular proposal?
A: A broker non-vote occurs when a bank, broker or other nominee holding shares for a Beneficial Owner has not received instructions from the Beneficial Owner regarding the voting of the shares and does not have discretionary authority to vote the shares for certain non-routine matters. Shares represented by proxies that reflect a broker non-vote will be counted for purposes of determining the presence of a quorum.
Each of the Director Election Proposal, the Say-on-Pay Proposal and the Say-on-Frequency Proposal is considered a non-routine matter. As a result, a bank, broker or other nominee may not vote on these proposals without instructions from the Beneficial Owner, and there may be broker non-votes in connection with these proposals. Broker non-votes, if any, will have no effect in determining the outcome of these proposals.
Q. How will voting on any other matters be conducted?
A: Although we do not know of any matters to be considered at the Annual Meeting other than the proposals described in this Proxy Statement, if any other matters are properly presented at the Annual Meeting, your properly submitted proxy gives authority to the proxy holders, Bruce Ogilvie and Jeffrey Walker, to vote on such matters at their discretion.
Q. Who are the largest principal stockholders?
A : For information regarding holders of more than 5% of the outstanding shares of our Class A common stock and our contingent Class E common stock, see the section of this Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management”.
Q. Who will bear the cost of this solicitation?
A: We will bear the entire cost of this solicitation. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses incurred in sending proxies and proxy solicitation materials to our stockholders. Proxies may also be solicited in person, by telephone, by email or by facsimile by our directors or officers without additional compensation.
Q. Where can I find the voting results of the Annual Meeting?
A: We will announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K that we expect to file with the SEC within four business days of the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K with the SEC within four business days after the Annual Meeting, we intend to file a Form 8-K to disclose preliminary voting results and, within four business days after the final results are known, we will file an additional Form 8-K with the SEC to disclose the final voting results.
Q. Who can answer my questions?
A: Your vote at this year’s Annual Meeting is important, no matter how many or how few shares you own. Please complete, sign, date and promptly return the enclosed proxy card in the enclosed postage-paid envelope promptly or vote by internet as set forth above. If you have any questions, require assistance in submitting a proxy for your shares, or would like to request a copy of the proxy materials, please contact Dave Gentry at AENT@redchip.com or (407) 644-4256.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may relate to our future financial performance, business operations, and executive compensation decisions, or other future events. You can identify forward-looking statements by the use of words such as “may,” “will,” “could,” “anticipate,” “expect,” “intend,” “believe,” “continue,” or the negative of such terms, or other comparable terminology. Forward-looking statements include the assumptions underlying or relating to such statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, results of operations and financial condition.
The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties and other factors described in the section entitled “Risk Factors” in our Annual Report on Form 10-K, as well as in other filings we make with the SEC from time to time. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could materially differ from those expressed or implied in the forward-looking statements. The forward-looking statements made in this Proxy Statement relate only to events as of the date of this Proxy Statement. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made.
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MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
PROPOSAL NO. 1:
TO ELECT TWO CLASS III DIRECTORS TO SERVE ON OUR BOARD OF DIRECTORS UNTIL THE 2029 ANNUAL MEETING OF STOCKHOLDERS OR UNTIL THEIR RESPECTIVE SUCCESSORS ARE DULY ELECTED AND QUALIFIED
General
Our Bylaws provide that the number of directors shall be set by the Board. The Board has set the number of directors at seven, consisting of two Class I directors, three Class II directors and two Class III directors. The current Class III directors are Bruce Ogilvie and Jeffrey Walker, and they are standing for re-election at this Annual Meeting. If re-elected, the Class III directors’ terms will expire at the 2029 annual meeting. The Class I directors are W. Tom Donaldson III and Chris Nagelson, and their terms expire at the 2027 annual meeting. The Class II directors are Terilea Wielenga, Dmitry Kozko, and Sheila Bangalore, and their terms expire at the 2028 annual meeting.
The Board, on the recommendation of our nominating and corporate governance committee, has nominated Bruce Ogilvie and Jeffrey Walker for re-election at the Annual Meeting to serve as Class III directors for a term of office expiring at the 2029 Annual Meeting.
Mr. Ogilvie and Mr. Walker have agreed to continue serving on the Board if elected. Management has no reason to believe that either of them will be unavailable for service.
Required Vote; Recommendation of Alliance Board of Directors
The Class III directors will be elected by a plurality of the votes of the Class A Common Stock and the contingent Class E Common Stock cast at the Annual Meeting, voting together as a class, in person or by proxy for each nominee and entitled to vote on the election of directors at the 2026 Annual Meeting. Accordingly, each nominee receiving the highest number of affirmative votes will be elected. Alliance Class A common stockholders do not have cumulative voting rights in the election of directors. “WITHHOLD” votes and broker non-votes will have no effect on the election of the nominee.
Unless otherwise instructed, it is the intention of the persons named in the accompanying proxy card to vote shares represented by properly executed proxy cards “FOR” the election of Bruce Ogilvie and Jeffrey Walker.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” EACH OF THE TWO CLASS III DIRECTOR NOMINEES NAMED HEREIN.
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Nominees for Director
The following table sets forth information as to the persons recommended by our nominating and corporate governance committee, and nominated by our Board, to be elected as Class III directors.
| Name | Age | Director Since | Positions with the Company | |||
| Bruce Ogilvie | 67 | 2023 | Executive Chairman | |||
| Jeffrey Walker | 59 | 2023 | Chief Executive Officer |
* Member of the Audit Committee
+ Member of the Compensation Committee
# Member of the Nominating and Corporate Governance Committee
^ Member of the Technology Governance Committee
Class III directors are to be elected at the 2026 Annual Meeting. Biographical information regarding the nominees for election as a Class III director and each other person whose term of office as a director will continue after the Annual Meeting is set forth below.
Information Regarding the Class III Director Nominees
Bruce Ogilvie. Bruce Ogilvie has been Alliance’s Executive Chairman since February 2023 and has been Executive Chairman of Legacy Alliance since 2013. Prior to assuming his current role, in 1996, Mr. Ogilvie was selected by a bank group to turn around the 600-store chain, Wherehouse Records. Under Mr. Ogilvie’s leadership Wherehouse emerged from bankruptcy within nine months and was sold to Cerberus Capital. Following his success with Wherehouse Records, Mr. Ogilvie bought a one-third interest in Super D in 2001 and assumed the role as CEO, joining with founders Jeff Walker and David Hurwitz. Bruce became the Chairman in 2013 after the merger of Super D and Alliance. Mr. Ogilvie has spent his entire career in the entertainment distribution industry starting with the founding of Abbey Road Distributors in 1980. Over the next 14 years, Mr. Ogilvie led Abbey Road’s growth to over $94 million in sales and successfully sold the business in 1994. In 1995, Mr. Ogilvie was awarded E&Y’s Distribution Entrepreneur of the Year Award for his work with Abbey Road.
We believe Mr. Ogilvie is qualified to serve as a member of Alliance’s board of directors based on his experience as Chairman of Legacy Alliance and his experience in our industry.
Jeffrey Walker. Jeffrey Walker has been Alliance’s Chief Executive Officer since February 2023, was Alliance’s Chief Financial Officer from November 2023 until July 2025 and was Legacy Alliance’s Chief Executive Officer since 2013. Mr. Walker has also been a director of Alliance since February 2023 and a director of Legacy Alliance since 2013. In 1990, Mr. Walker co-founded the CD Listening Bar, Inc., a retail music store. A few years later, Mr. Walker started wholesaling CDs from the back of the store, beginning the journey to create Super D, a music wholesaler founded in 1995. In 2001, Jeff and co-founder David Hurwitz sold a third of Super D to Bruce Ogilvie. Over the next decade, Mr. Ogilvie and Mr. Walker continued to grow Super D’s presence in the music wholesaling space, with the acquisition of Alliance in 2013. In 2015, Mr. Walker was awarded E&Y’s Distribution Entrepreneur of the Year award in Orange County. Mr. Walker received a bachelor’s degree in economics from University of California-Irvine.
We believe Mr. Walker is qualified to serve as a member of Alliance’s board of directors based on his experience as Chief Executive Officer of Legacy Alliance and his experience in the industry.
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INFORMATION REGARDING OUR CONTINUING DIRECTORS
The directors who are serving terms that end following the 2026 Annual Meeting and their ages, positions at our Company, the year in which each first became a director and the expiration of their respective terms on our Board of Directors are provided in the table below and in the additional biographical descriptions set forth in the text below the table.
| Directors | Age | Position Held | Director Since | Expiration
of Term | ||||
| Class I | ||||||||
| W. Tom Donaldson III | 50 | Director | 2023 | 2027 | ||||
| Chris Nagelson | 59 | Director | 2023 | 2027 | ||||
| Class II | ||||||||
| Terilea Wielenga | 67 | Director | 2023 | 2028 | ||||
| Dmitry Kozko | 42 | Director | 2025 | 2028 | ||||
| Sheila Bangalore | 48 | Director | 2025 | 2028 |
W. Tom Donaldson III. Tom Donaldson has served as a director of Alliance since February 2023. Prior to that time, Mr. Donaldson served as a member of Adara Acquisition Corp.’s Board of Directors from August 2020 and as the chair of its audit committee until the closing of the business combination with Legacy Alliance in February 2023.
Mr. Donaldson founded and has served as the Managing Partner of Blystone & Donaldson since October 2018, a Charlotte, NC-based investment firm that focuses on middle-market companies. From January 2016 to December 2018, Mr. Donaldson served as an executive at Investors Management Corporation where he focused on investment decisions, managing risk and developing relationships with companies of interest. From around September 2013 to December 2015, he served as a Partner of Morehead Capital Management, LLC before it was merged into Investors Management Corporation in January 2016. From around June 2003 to August 2013, he practiced law as an associate and then a Partner at McGuireWoods LLP where he represented private funds and their portfolio companies in corporate governance, structuring and financing transactions and operating businesses in a wide variety of industries. Mr. Donaldson received his Master of Business Administration degree and Juris Doctor degree from Villanova University. He earned his undergraduate degree in Political Science from North Carolina State University.
We believe Mr. Donaldson is qualified to serve as a member of Alliance’s board of directors based on his experience as managing investment firms, his role on public and private boards of directors as well as his experience in investing in operating companies.
Chris Nagelson. Chris Nagelson has served as a director of Alliance since February 2023. From February 2005 until August 2022, Mr. Nagelson was the Vice President, DMM for Walmart, Inc. in Bentonville, AR. During that period, he was responsible for providing the strategic direction for the department that delivered market share growth as well as supported the overall corporate strategy. Mr. Nagelson also identified and established key performance indicators to improve team efficiencies and sales strategies and led a broad, cross-functional team in strategic executive-level planning. From June 1997 to February 2005, Mr. Nagelson was the Divisional Merchandise Manager for American Eagle Outfitters, Inc., based in Pittsburgh, PA.
Mr. Nagelson received a Bachelor of Arts degree from the University of Arkansas, where he majored in advertising and public relations.
We believe Mr. Nagelson is qualified to serve as a member of Alliance’s board of directors based on his extensive experience as a senior executive at a global merchandise and sales corporation.
Terilea J. Wielenga. Ms. Wielenga has served as a director of Alliance since February 2023. Ms. Wielenga is a senior global finance executive, board director, and advisor with more than 30 years of experience at complex, highly regulated Fortune 500 companies and a Big Four accounting firm. Ms. Wielenga is retired from Gilead Sciences (Nasdaq: GILD) where she served as Vice President, Head of Global Tax Policy and Strategy and also served as board director, secretary and treasurer for The Gilead Foundation. Ms. Wielenga currently serves as audit committee chair for the Arc Research Institute. Ms. Wielenga managed rapid global growth as the Senior Vice President of Tax for Allergan (NYSE: AGN). Ms. Wielenga also previously served as board director and chief financial officer of the Allergan Foundation and served as a board director for multiple Allergan subsidiaries in Ireland, Japan, and Bermuda.
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In addition to her experience as a senior finance executive with public companies, Ms. Wielenga has advised a variety of pharmaceutical start-ups, pre-IPO ventures, and privately held companies.
Ms. Wielenga is recognized as a global tax specialist and has taught advanced accounting and business taxation for MBA programs at Chapman University and Loyola Marymount University. Ms. Wielenga is a Certified Public Accountant. Ms. Wielenga earned her M.S. in Taxation from Golden Gate University in San Francisco and her B.A. in Business Economics from the University of California, Santa Barbara.
We believe Ms. Wielenga is qualified to serve as a member of Alliance’s board of directors based on her experience as a senior global finance executive and her governance experience with public, private, and non-profit boards of directors.
Dmitry Kozko. Mr. Kozko has served as a director of Alliance since November 2025. Mr. Kozko has over two decades of executive and entrepreneurial leadership, including serving as Chief Executive Officer, Chairman, and Chief Operating Officer across several technology, media, and consumer companies. Mr. Kozko has served as Chief Executive Officer of MyEV LLC, an AI-driven electric vehicle marketplace and dealer, since June 2024. From April 2023 through March 2024, Mr. Kozko served as interim chief executive officer for duPont REGISTRY Publishing, Inc., a luxury car marketplace. From January 2020 through March 2023, Mr. Kozko served as founder, Chief Executive Officer and director for Motorsport Games Inc. (Nasdaq: MSGM), a game developer and publisher of official racing series games. Mr. Kozko’s prior board service includes directorships at Motorsport Games Inc. from January 2020 to September 2023, duPont REGISTRY Publishing, Inc. from March 2023 to August 2025, and IC Realtime, Inc. from May 2014 to September 2022. Mr. Kozko also previously served as a co-founder and executive officer of Net Element, Inc., which completed a reverse merger with a Nasdaq-listed special purpose acquisition company in 2012.
We believe Mr. Kozko is qualified to serve as a member of Alliance’s board of directors based on his experience as a public company executive in the technology, media and consumer industries, his capital markets experience and his governance experience serving on public and private boards of directors.
Sheila Bangalore. Ms. Bangalore is an accomplished board director and strategic advisor with over 20 years of experience in legal, financial, and corporate governance roles across both public and private companies. She currently serves as Chief Executive Officer of Artemis Endeavors, an advisory firm she founded. Through Artemis, Ms. Bangalore provides strategic guidance in mergers and acquisitions, fundraising, compliance, and governance to high-growth companies across diverse sectors, including gaming, healthcare, energy-transition and industrials. Ms. Bangalore also serves as a Venture Partner at SpringTide Ventures, a role she has held since February 2022, where she sources and supports healthcare-focused portfolio investments. Previously, from April 2020 to July 2021, Ms. Bangalore held the roles of Chief Strategy Officer, General Counsel, and Corporate Secretary at MP Materials Corp. (NYSE: MP), a leading specialty materials company. Her earlier career includes senior legal and business positions at global technology companies, such as Aristocrat Technologies, Zappos, Inc., and Bally Technologies.
Ms. Bangalore currently serves as an independent director for Entain plc (since May 2026). She holds a B.A. in English Literature from Tufts University, a J.D. from Washington University School of Law, and an M.B.A. in Finance from The Wharton School at the University of Pennsylvania. Additionally, she is an active member of the Nasdaq Center for Board Excellence Insights Council and serves on the executive advisory boards for Wharton Alumni for Boards and the National Association for Corporate Directors, Nashville chapter.
We believe Ms. Bangalore is qualified to serve as a member of Alliance’s board of directors based on her public-company C-suite experience, legal, financial and compliance expertise, and strategic leadership across multiple industries.
Director Independence
An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Mr. Donaldson, Mr. Nagelson, Mr. Kozko, Ms. Wielenga, and Ms. Bangalore are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.
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Committees of the Board of Directors
Our board of directors has four standing committees: an audit committee, a compensation committee, a nominating and corporate governance committee and a technology governance committee. Subject to phase-in rules and a limited exception, the Nasdaq listing rules and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), require that the audit committee of a listed company be comprised solely of independent directors, and the Nasdaq listing rules require that the compensation committee of a listed company be comprised solely of independent directors. Each of the audit committee, the compensation committee and the nominating and corporate governance committee may have as one of its members a “non-independent director” under exceptional and limited circumstances pursuant to the exemptions under Rules 5605(c)(2)(B), 5605(d)(2)(B) and 5605(e)(3) of the Nasdaq listing rules. In addition to the committees required by the Nasdaq listing rules, our board of directors has voluntarily established a technology governance committee.
Audit Committee
Ms. Wielenga, Mr. Nagelson and Ms. Bangalore serve as members of our audit committee, and Ms. Wielenga chairs the audit committee. Under the Nasdaq listing standards and applicable SEC rules, the audit committee must have at least three members, all of whom must be independent, except that the audit committee may have as one of its members a “non-independent director” under exceptional and limited circumstances pursuant to the exemption under Rule 5605(c)(2)(B) of the Nasdaq listing rules. Each member of the audit committee meets the independent director standard under the Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.
The Audit Committee held four meetings during the fiscal year ended June 30, 2026.
Each member of the audit committee is financially literate, and our board of directors has determined that Ms. Wielenga qualifies as an “audit committee financial expert” as defined in applicable SEC rules.
We have adopted an audit committee charter, which details the principal functions of the audit committee, including:
| ● | the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; | |
| ● | pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; | |
| ● | setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; | |
| ● | obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the audit firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent public accounting firm’s independence; | |
| ● | reviewing the adequacy and effectiveness of internal control policies and procedures, including establishing special audit procedures in response to any material control deficiencies; | |
| ● | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction address any conflicts of interest; |
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| ● | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities; | |
| ● | periodically reviewing risk management policies; and | |
| ● | reviewing, approving and monitoring a code of ethics for senior officers. |
Compensation Committee
Messrs. Donaldson, Nagelson and Kozko and Ms. Wielenga serve as members of our compensation committee. Mr. Donaldson chairs our compensation committee. Under the Nasdaq listing standards and applicable SEC rules, the compensation committee must have at least two members, all of whom must be independent, except that the compensation committee may, if it is comprised of at least three members, have as one of its members a “non-independent director” under exceptional and limited circumstances pursuant to the exemption under Rule 5605(d)(2)(B) of the Nasdaq listing rules.
The Compensation Committee held four meetings during the fiscal year ended June 30, 2026.
We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:
| ● | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; | |
| ● | reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers; | |
| ● | reviewing on an annual basis our executive compensation policies and plans; | |
| ● | implementing and administering our incentive compensation equity-based remuneration plans; | |
| ● | assisting management in complying with our proxy statement and annual report disclosure requirements; | |
| ● | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; | |
| ● | if required, producing a report on executive compensation to be included in our annual proxy statement; and | |
| ● | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the SEC and Nasdaq.
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Nominating and Corporate Governance Committee
Messrs. Donaldson and Nagelson and Ms. Wielenga serve as members of the nominating and corporate governance committee, and Mr. Nagelson serves as chair of the nominating and corporate governance committee. Under the Nasdaq listing standards, all of the directors on the nominating and corporate governance committee must be independent, except that the nominating and corporate governance committee may, if it is comprised of at least three members, have as one of its members a “non-independent director” under exceptional and limited circumstances pursuant to the exemption under Rule 5605(e)(3) of the Nasdaq listing rules.
The nominating and corporate governance committee held four meetings during the fiscal year ended June 30, 2026.
The Nominating and Corporate Governance Committee Charter, which details the purpose and responsibilities of the nominating and corporate governance committee, includes:
| ● | identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board and recommending to the board of directors candidates for nomination for election at the annual general meeting or to fill vacancies on the board of directors; | |
| ● | developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; | |
| ● | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and | |
| ● | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.
We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors will consider educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.
Technology Governance Committee
Mr. Kozko and Ms. Bangalore serve as members of our technology governance committee, and Mr. Kozko chairs the technology governance committee. Each member of the technology governance committee is an independent director under the Nasdaq listing standards. The technology governance committee is not a committee required by the Nasdaq listing rules, and the board of directors determines its composition and responsibilities. The purpose of the technology governance committee is to assist the board of directors in fulfilling its oversight responsibilities with respect to the Company’s technology related strategies, risks and policies.
The Technology and Governance Committee was established during the fiscal year ended June 30, 2026 and held two meetings during such year.
We have adopted a technology governance committee charter that details the principal functions of the technology governance committee, including:
| ● | reviewing and making recommendations regarding the Company’s overall technology and data strategy; | |
| ● | reviewing and evaluating the Company’s policies and procedures relating to technology, cyber security, data management and related matters; | |
| ● | evaluating and understanding technology and data security threats and risks affecting the Company, and understanding the Company’s internal controls, vulnerabilities and plans for addressing such threats; | |
| ● | assisting the board of directors in identifying and understanding new and emerging technology issues, trends, opportunities and threats that may impact the Company’s overall business strategy, which technologies may include, without limitation, artificial intelligence, machine learning and other emerging technologies; |
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| ● | reviewing the technology aspects of significant business developments and acquisition opportunities; | |
| ● | overseeing key technology and digital risks and related compliance matters, coordinating with the audit committee and other board committees, as appropriate, to ensure effective, non-duplicative oversight; | |
| ● | assisting the board of directors in overseeing the Company’s cybersecurity risk management, including the adequacy of cybersecurity programs and policies related to data privacy, network security and incident response; | |
| ● | reviewing and recommending updates to the Company’s governance, technology and information security policies; | |
| ● | performing an annual assessment of the committee’s performance, and reviewing and reassessing the adequacy of the committee’s charter at least annually and recommending to the board of directors for approval any amendment or modification of the charter; and | |
| ● | maintaining minutes of its meetings and periodically reporting to the board of directors on the significant results of the foregoing activities. |
The charter also provides that the technology governance committee is composed of two or more directors appointed by the board of directors, that the board of directors designates one member of the committee to serve as chair, and that the committee meets at least quarterly, or as often as circumstances dictate. The committee has access to all Company books, records, facilities and personnel as deemed necessary or appropriate by any member of the committee, and may retain any advisors it deems necessary in the performance of its duties and determine the compensation terms for those advisors at the Company’s expense.
Code of Ethics
We have adopted a Code of Ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, and principal accounting officer. The Code of Ethics is designed to promote honest and ethical conduct, full and fair disclosure in reports and documents filed with the SEC, and compliance with applicable laws and regulations. The Code of Ethics was adopted on March 15, 2023.
The Code of Ethics is posted on our website at https://ir.aent.com.
Any amendments to, or waivers from, certain provisions of the Code of Ethics applicable to our principal executive officer, principal financial officer, or principal accounting officer require approval by the Board of Directors or the Audit Committee. We intend to disclose such amendments or waivers promptly in a Current Report on Form 8-K.
No waivers were granted during the fiscal year ended June 30, 2026.
Board Leadership Structure
Our Bylaws provide the Board with flexibility to combine or separate the positions of Chairman and Chief Executive Officer in accordance with its determination that utilizing one or the other structure is in the best interests of our Company. Our Board believes it is in our Company’s best interests that the positions of Chairman and Chief Executive Officer are separate, with Mr. Ogilvie serving as our Chairman and Jeff Walker serving as our Chief Executive Officer. Our Board believes separating these roles promotes effective leadership, allowing our Chief Executive Officer to focus on the management of our day-to-day business, while allowing our Chairman to focus on matters involving our Board, our overall corporate strategy, mergers and acquisitions and corporate governance.
Our Board does not currently have a lead independent director. The Board has determined that this structure is the most effective leadership structure for our Company at this time. The Board has determined that maintaining the independence of a majority of our directors helps maintain the Board’s independent oversight of management. We believe the independent nature of our Board committees ensures that our Board maintains a level of independent oversight of management that is appropriate for the Company.
Our audit, compensation and nominating and corporate governance committees, which oversee critical matters such as our accounting principles, financial reporting practices and system of disclosure controls and internal controls over financial reporting, our executive compensation program and the selection and evaluation of our directors and director nominees, each consist entirely of independent directors.
Risk Oversight
Our Board is responsible for overseeing the overall risk management process at the Company. Risk management is considered a strategic activity within the Company, and responsibility for managing risk currently rests with executive management while the board participates in the oversight of the process. The oversight responsibility of our Board is enabled by management reporting processes designed to provide visibility to the Board about the identification, assessment, and management of critical risks. Those areas of focus include strategic, operational, financial and reporting, compliance and other risks. Our audit committee enhances the Board’s oversight of risk management and discusses with management, the independent auditors and the internal auditor policies with respect to risk assessment and risk management, including significant operating and financial risk exposures and the steps management has taken to monitor, control and report such exposures. Further, our compensation committee enhances the Board’s oversight of risk management by considering the impact of the Company’s compensation policies and plans, and the incentives created by the Company’s compensation policies and plans, on the Company’s risk profile.
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Board Meetings and Committees
The Board held a total of five meetings and committees of the Board held a total of fourteen meetings during the fiscal year ended June 30, 2026. During that period, no incumbent director attended fewer than 75% of the sum of the total number of meetings of the Board and meetings of all committees of the Board on which that director served and, in each case, were held during the period that the director served. The Board has an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Technology Governance Committee. Charters for the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Technology Governance Committee may be viewed on our website at https://ir.aent.com/corporate-governance.
Director Qualification Standards
There are no specific minimum qualifications that the nominating and corporate governance committee requires to be met by a director nominee recommended for a position on the Board, nor are there any specific qualities or skills that are necessary for one or more members of our Board to possess, other than as are necessary to meet the requirements of the rules and regulations applicable to us. The nominating and corporate governance committee considers a potential candidate’s experience, areas of expertise, and other factors relative to the overall composition of the Board.
We are continuously working to cultivate an inclusive working environment and believe the diversity of our Board promotes innovation and vigorous deliberation as mentioned above.
The nominating and corporate governance committee will consider candidates for director recommended by any stockholder provided that such recommendation is properly submitted. The nominating and corporate governance committee has the following policy with regard to the consideration of any director candidates recommended by a stockholder:
| ● | A stockholder wishing to nominate a candidate for election to the Board at the next annual meeting is required to give written notice addressed to the Corporate Secretary in the manner described under “Stockholder Proposals for the 2027 Annual Meeting” and in accordance with our Bylaws, in order to be considered for nomination at the next annual meeting. | |
| ● | The notice of nomination must include information regarding the recommended candidate relevant to a determination of whether the recommended candidate would be barred from being considered independent under the Nasdaq Stock Market’s Listing Qualifications or, alternatively, a statement that the recommended candidate would not be so barred. A nomination which does not comply with the above requirements will not be considered. |
Further, the following information must be provided to the Company with the written nomination:
| ● | as to each person whom the stockholder proposes to nominate for election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (and such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and | |
| ● | as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (1) the name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner, (2) the class and number of shares of capital stock of the Company which are owned beneficially and of record by such stockholder and such beneficial owners, (3) a representation that the stockholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at such meeting to propose such business or nomination, and (4) a representation whether the stockholder or beneficial owner, if any, intends to or is part of group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to elect the nominee and/or (y) otherwise to solicit proxies from stockholders in support of such nomination. |
The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company.
The nominating and corporate governance committee considers director candidates that are suggested by members of the nominating and corporate governance committee and the full Board, as well as management and stockholders. The nominating and corporate governance committee may, in the future, also retain a third-party executive search firm to identify candidates on terms and conditions acceptable to the nominating and corporate governance committee, in its sole discretion. The process by the nominating and corporate governance committee for identifying and evaluating nominees for director, including nominees recommended by stockholders, involves (with or without the assistance of a retained search firm), compiling names of potentially eligible candidates, conducting background and reference checks, conducting interviews with the candidate and others (as schedules permit), meeting to consider and approve the final candidates and, as appropriate, preparing and presenting to the full Board an analysis with regard to particular recommended candidates. The nominating and corporate governance committee endeavors to identify director nominees who have the highest personal and professional integrity, have demonstrated exceptional ability and judgment, and, together with other director nominees and members, are expected to serve the long-term interest of our stockholders and contribute to our overall corporate goals.
Prior to nominating an incumbent director for re-election at an annual meeting of stockholders, the nominating and corporate governance committee will consider the director’s past attendance at, and participation in, meetings of the Board and its committees and the director’s formal and informal contributions to the various activities conducted by the Board and the Board committees of which such individual is a member.
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Contractual Rights of Holders of Contingent Class E Common Stock
There are 60,000,000 shares of Class A common stock reserved for issuance upon automatic conversion of contingent Class E common stock in three equal tranches when the price of the Class A common stock reaches $20, $30, and $50 per share, and under a variety of conditions within five, seven and ten years from the date of the business combination. Our contingent Class E common stock is currently held in escrow, and the shares retain the right to vote. Under the Contingent Consideration Escrow Agreement dated February 10, 2023, each stockholder owning shares of contingent Class E common stock has all rights with respect to the shares attributable to ownership of such contingent Class E common stock, except (1) the right of possession thereof, (2) the right to sell, assign, pledge, hypothecate or otherwise dispose of or encumber such shares or any interest therein, and (3) the right to be paid dividends with respect to such shares (other than non-taxable stock dividends, which shall remain in and become part of the shares). The stockholders will have the right to vote such shares of contingent Class E Common Stock; however, during the escrow period, the holders of the contingent Class E Common Stock have contractually agreed to vote their shares of contingent Class E common stock in the same manner and proportion as the holders of the Class A common stock other than the holders of the contingent Class E common stock.
Codes of Conduct
The Code of Conduct and Ethics may be viewed on our website at https://ir.aent.com/corporate-governance/governance-documents. The Code of Conduct and Ethics applies to all directors, officers, employees and independent contractors to conduct business with professional courtesy and integrity and act honestly, fairly and in good faith without prejudice in all commercial dealings, among other things. Any waiver of the Code of Conduct and Ethics for executive officers or directors may be made only by the Board and must be promptly disclosed to stockholders along with the reasons for such waiver in the manner required by applicable law. .
Insider Trading Policy
We
have
Stockholder Communications with Directors
Stockholders wishing to communicate with the Board or with a particular member or committee of the Board should address communications to our Corporate Secretary, Robert Black, who will act as Secretary of the 2026 Annual Meeting and as agent for the Chairman in facilitating such direct communications to the Board.
Stockholder Engagement
We maintain an open and interactive dialogue with our stockholders. Our relationship with our stockholders, as the owners of our Company, is an important part of our success and our management team believes that active stockholder engagement is an important source of strategic and investment insight. Our stockholders’ views are shared with our Board, and incorporated in discussions of our strategy, operational performance, financial results, corporate governance, compensation programs, and related matters.
Our management team is primarily responsible for investor relations. Direct and open stockholder engagement drives increased corporate accountability, improves decision making, and ultimately creates long-term value. Our management team provides regular updates to our Board regarding stockholder feedback.
Board Member Attendance at Annual Stockholder Meetings
Although we do not have a formal policy regarding director attendance at annual stockholder meetings, directors are expected to attend these meetings absent extenuating circumstances. We anticipate that all our directors will be in attendance at the Annual Meeting.
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INFORMATION REGARDING OUR OTHER EXECUTIVE OFFICERS
Our other current executive officers are as follows:
| Name | Age | Position | ||
| Warwick Goldby | 50 | Chief Operating Officer | ||
| Amanda Gnecco | 47 | Chief Financial Officer | ||
| Robert Black | 66 | Chief Compliance Officer |
Warwick Goldby. Warwick Goldby joined Alliance in November 2016 and previously served as Senior Vice President of Distribution Operations until his promotion to Chief Operations Officer in May 2024. Prior to serving as Senior Vice President of Distribution Operations, Mr. Goldby has held several positions with increasing responsibilities in the operations department at Alliance. Mr. Goldby graduated from the University of Natal, South Africa, with a bachelor’s degree in Commerce.
Amanda Gnecco, CPA. Amanda Gnecco joined Alliance in August 2018 and prior to being named Chief Financial Officer in July 2025, Gnecco served as Chief Accounting Officer and previously as Vice President of Finance & Accounting. During her tenure, she played a central leadership role in building and scaling the company’s finance function, most notably leading the accounting organization and processes through Alliance’s transition from a private company to a publicly traded organization. Earlier in her career, Gnecco held progressively senior finance and accounting roles, including Senior Director of Finance & Accounting at Alliance, and leadership positions supporting organizations such as Envision Healthcare and Pet Supermarket. Gnecco is a Certified Public Accountant and holds a Master of Science in Accounting from Keller Graduate School of Management and a Bachelor of Arts in Accounting from Midwestern State University.
Robert Black. Robert Black joined Alliance in September 2019 and previously served as Senior Vice President, Accounting and Finance until his promotion to Chief Compliance Officer in May 2024. As Senior Vice President, Accounting and Finance, Mr. Black, together with Ms. Gnecco, has been responsible for overseeing Alliance’s financial operations and financial and SEC reporting. Prior to joining Alliance, Mr. Black served as Senior Finance Manager at Amazon.com, Inc. from March 2017 through August 2019. Mr. Black earned an M.B.A. from the University of Notre Dame Mendoza College of Business and a B.S. at Ferris State University in Industrial Relations and Machine Tool Technology.
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MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
PROPOSAL NO. 2:
NON-BINDING, ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
General
As required by Section 14A of the Exchange Act, the Board is submitting a separate resolution for our stockholders to approve on a non-binding, advisory basis, the compensation of our named executive officers. This is an opportunity for our stockholders, through what is commonly referred to as a “say-on-pay” vote, to endorse or not endorse our executive compensation program. We are providing our stockholders with the opportunity to cast an advisory vote on the compensation of our named executive officers at the Annual Meeting. After the Annual Meeting, we expect to hold our next non-binding, say-on-pay advisory vote at our 2029 Annual Meeting.
Summary
We are asking our stockholders to approve on a non-binding, advisory basis the compensation of our named executive officers, as such compensation is described in the section of this Proxy Statement entitled “Executive Compensation”, the Summary Compensation Table and the other related tables and disclosure set forth in this Proxy Statement. In addition to the information set forth below, we urge our stockholders to review the entire section of this Proxy Statement entitled “Executive Compensation” for more information regarding the compensation of our named executive officers.
Our executive compensation programs are designed to attract, motivate and retain our named executive officers, who are critical to our success. Under these programs, our named executive officers are rewarded for the achievement of long-term and strategic goals and the realization of increased stockholder value.
Our Compensation Committee continually reviews the compensation programs for our named executive officers to ensure that the compensation programs achieve the desired goals of aligning our executive compensation structure with our stockholders’ interests. We are asking our stockholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This proposal gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices described in this Proxy Statement pursuant to the compensation disclosure rules of the SEC.
Required Vote
We believe that the information provided above and in the section of this Proxy Statement entitled “Executive Compensation”, the Summary Compensation Table and the other related tables and disclosure set forth in this Proxy Statement demonstrates that our executive compensation program effectively ensures that the interests of our named executive officers are aligned with the interests of our stockholders and with our short- and long-term goals.
You have the opportunity to vote “FOR” or “AGAINST” or to “ABSTAIN” from voting on the following non-binding resolution relating to the compensation of our named executive officers:
“RESOLVED, that the stockholders of Alliance Entertainment Holding Corporation approve, on a non-binding, advisory basis, the compensation of the named executive officers of Alliance Entertainment Holding Corporation as disclosed in Alliance Entertainment Holding Corporation’s Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the “Executive Compensation” section, the Summary Compensation Table, and the other related tables and disclosure.”
The non-binding, advisory vote on the compensation of our named executive officers is not binding on us, our compensation committee or our Board. However, we value the opinions of our stockholders on executive compensation matters. We will consider our stockholders’ concerns and have evaluated and will evaluate the appropriate actions to address those concerns.
The affirmative vote of the holders of a majority of the voting power of the shares of our capital stock present in person or by proxy and entitled to vote on the proposal at the Annual Meeting is required to approve, on a non-binding advisory basis, the proposal. Virtual attendance at the Annual Meeting constitutes presence in person. This proposal is considered a non-routine matter under applicable rules. A broker, bank or other nominee may not vote without instructions from the Beneficial Owner on this matter, so there may be broker non-votes in connection with this proposal. Broker non-votes will have no effect on this proposal. Abstentions will be the equivalent of a vote “AGAINST” this proposal.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE SAY-ON-PAY PROPOSAL.
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MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
PROPOSAL NO. 3:
NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
General
As required by Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to vote, on a non-binding, advisory basis, for their preference on the frequency of future advisory votes on the compensation of our named executive officers of the type reflected in the Say-on-Pay Proposal above. Our stockholders may indicate whether they prefer that we conduct future advisory votes on executive compensation every year, every two years or every three years. Our stockholders also may abstain from casting a vote on this proposal.
Our Board believes that a majority of our stockholders would prefer three-year frequency for the Say-On-Pay vote. In accordance with Section 14A of the Exchange Act, the next “say-on-frequency” vote will be held at our 2032 Annual Meeting of Stockholders.
Summary
Our Board believes that the advisory vote on executive compensation should be submitted to our stockholders every three years, and therefore recommends that you vote for a three-year interval for the advisory vote on executive compensation. We believe this frequency is in alignment with our executive compensation programs and practices, as we review the core elements of our executive compensation programs and practices with a view to three-year strategic goals.
Required Vote
You may cast your vote on your preferred voting frequency by choosing the option of every year, every two years, every three years or abstain from voting when you vote in response to the resolution set forth below.
“RESOLVED, that the stockholders of Alliance Entertainment Holding Corporation determine, on a non-binding, advisory basis, that the frequency with which Alliance Entertainment Holding Corporation should submit a non-binding advisory vote on the compensation of its named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules, to the stockholders is: every year; every two years; every three years; or abstain.”
This non-binding, advisory vote on the frequency of future advisory votes on executive compensation is non-binding on us, our Board and our compensation committee. Our stockholders are not voting to approve or disapprove the Board’s recommendation; our stockholders may choose among the four choices presented. The option of one year, two years, or three years that receives the affirmative vote of the greatest number of the votes cast in person or by proxy at the Annual Meeting will be the frequency for the advisory vote on executive compensation that has been recommended by our stockholders. Virtual attendance at the Annual Meeting constitutes presence in person. This proposal is considered a non-routine matter under applicable rules. A broker, bank or other nominee may not vote without instructions from the Beneficial Owner on this matter, so there may be broker non-votes in connection with this proposal. Broker non-votes and abstentions will have no effect on the outcome of this proposal. Although non-binding, our Board and our compensation committee will carefully review and consider the voting results.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE TO CONDUCT FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS “EVERY THREE YEARS”.
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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee reviews our financial reporting process on behalf of the Board of Directors. The Board of Directors has adopted a written charter for the Audit Committee, which it re-evaluates annually. In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited financial statements contained in the Annual Report on Form 10-K for the fiscal year ended June 30, 2026 (the “2026 Annual Report on Form 10-K”) with our management and our independent registered public accounting firm for such year, Grassi & Co., CPAs, P.C. (“Grassi”). Our management is responsible for the financial statements and the reporting process, including the system of internal controls. The independent registered public accounting firm is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States.
The Audit Committee (1) discussed with Grassi the matters required by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; (2) received the written disclosures and the letter from Grassi required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence; and (3) discussed with Grassi its independence.
During 2026, management evaluated our system of internal control over financial reporting in accordance with the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management and the independent registered public accounting firm at each regularly scheduled Audit Committee meeting. At the conclusion of the process, management provided the Audit Committee with a report on the effectiveness of our internal control over financial reporting. The Audit Committee also reviewed the report of management contained in our 2026 Annual Report on Form 10-K, as well as the Report of Independent Registered Public Accounting Firm and the Consolidated Financial Statements (included in the 2026 Annual Report on Form 10-K). These reports related to its audit of the consolidated financial statements. The Audit Committee continues to oversee our efforts related to our internal control over financial reporting and management’s preparations for the evaluations in 2026.
It should be noted that the members of our Audit Committee are not our employees and are not performing the functions of auditors or accountants. Accordingly, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards. Members of the Audit Committee necessarily rely on the information provided to them by management and the independent auditors. Accordingly, the Audit Committee’s considerations and discussions referred to above do not constitute assurance that the audit of our financial statements has been carried out in accordance with generally accepted auditing standards or that our auditors are in fact independent.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors approved) that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026, for filing with the SEC.
Members of the Audit Committee:
Terilea Wielenga (Chairman)
Chris Nagelson
Sheila Bangalore
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
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AUDIT FEES AND ALL OTHER FEES
Independent Registered Public Accounting Firm Fees and Services
The following table sets forth the aggregate fees including expenses billed to us for the years ended June 30, 2025 and 2026 by Grassi and BDO USA, P.C. (“BDO”).
| Fee Type | Year Ended June 30, 2026 | Year Ended June 30, 2025 | ||||||
| Audit Fees (Grassi) | $ | 456,550 | $ | 327,500 | ||||
| Professional Audit-related services (Grassi) | $ | 6,165 | $ | 46,500 | ||||
| Professional Audit-related services (BDO) | $ | 70,000 | $ | 205,800 | ||||
| Audit Fees (BDO) | $ | 25,000 | $ | - | ||||
| Total Audit and Professional Fees | $ | 557,715 | $ | 579,800 | ||||
Audit Committee Pre-Approval Policy
The Audit Committee has adopted procedures for pre-approving all audit and non-audit services provided by the independent registered public accounting firm, including the fees and terms of such services. These procedures include reviewing detailed back-up documentation for audit and permitted non-audit services. The documentation includes a description of, and a budgeted amount for, particular categories of non-audit services that are recurring in nature and therefore anticipated at the time that the budget is submitted. Audit Committee approval is required to exceed the pre-approved amount for a particular category of non-audit services and to engage the independent registered public accounting firm for any non-audit services not included in those pre-approved amounts. For both types of pre-approval, the Audit Committee considers whether such services are consistent with the rules on auditor independence promulgated by the SEC and the PCAOB. The Audit Committee also considers whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service, based on such reasons as the auditor’s familiarity with our business, people, culture, accounting systems, risk profile, and whether the services enhance our ability to manage or control risks and improve audit quality. The Audit Committee may form and delegate pre-approval authority to subcommittees consisting of one or more members of the Audit Committee, and such subcommittees must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. All of the services provided by the independent registered public accounting firm were pre-approved by the Audit Committee.
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OTHER MATTERS
We know of no other matters to be submitted to the stockholders at the Annual Meeting. If any other matters properly come before the stockholders at the Annual Meeting, it is the intention of the persons named on the enclosed proxy card to vote the shares they represent as the Board may recommend.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of our Class A common stock as of the Record Date, by:
| ● | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Class A common stock; | |
| ● | each of our directors and director nominees; | |
| ● | each of our executive officers; and | |
| ● | all our executive officers and directors as a group. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed below has sole voting and investment power with respect to such shares.
The beneficial ownership percentages set forth in the table below are based on 50,979,630 shares of Class A common stock issued and outstanding as of the Record Date.
| Number of
Shares of Class A Common Stock | Percentage
of Outstanding Class | |||||||
| Name of Beneficial Owner(1) | Beneficially Owned | A Common Stock | ||||||
| Bruce Ogilvie (2)(3) | 15,339,097 | 30.1 | % | |||||
| Jeffrey Walker(2)(4) | 23,197,756 | 45.3 | % | |||||
| W. Tom Donaldson III(5) | 2,569,362 | 4.9 | % | |||||
| Terilea J. Wielenga | 13,000 | — | ||||||
| Chris Nagelson | 5,000 | — | ||||||
| Dmitry Kozko | 2,630 | — | ||||||
| Sheila Bangalore | 2,630 | — | ||||||
| Amanda Gnecco | 7,500 | — | ||||||
| Robert Black | 20,000 | — | ||||||
| Warwick Goldby | 14,000 | — | ||||||
| Directors and executive officers as a group (10 individuals) | 41,170,975 | 77.5 | % | |||||
| Dmitry Kozko | — | — | ||||||
| Sheila Bangalore | — | — | ||||||
| Ogilvie Legacy Trust dated September 14, 2021(6) | 8,554,025 | 16.8 | % | |||||
| (1) | Unless otherwise indicated, the business address of Alliance’s directors and executive officers is c/o Alliance Entertainment Holding Corporation, 8201 Peters Road, Suite 1000, Plantation, Florida 33324. |
| (2) | Excludes contingent Class E common stock. |
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| (3) | The shares are beneficially owned by the Bruce Ogilvie, Jr. Trust dated January 20, 1994, having Mr. Bruce Ogilvie, Jr. as trustee, Mr. Ogilvie disclaims individual ownership of such shares except for his individual pecuniary interest in such trusts. Includes 51,122 shares issuable upon exercise of public warrants. |
| (4) | Includes 192,494 shares issuable upon exercise of public warrants. Mr. Walker has pledged 4,350,000 shares of our common stock to Mr. Ogilvie as collateral securing a $2.0 million personal loan dated May 21, 2026, bearing interest at 12% per annum and maturing on May 21, 2027. In the event of a default under the loan, Mr. Ogilvie could acquire beneficial ownership of the pledged shares through foreclosure or sale, which would increase his beneficial ownership from approximately 30.1% to approximately 38.6% of our outstanding common stock and could result in a change in control of the Company. See “Certain Relationships and Related Party Transactions—Alliance Related Party Transactions—Personal Loan Between Chairman of the Board and Chief Executive Officer.” |
| (5) | Includes (i) 65,000 shares held directly, (ii) 2,421,062 shares, including 1,837,335 shares issuable upon exercise of private warrants, held directly by B&D Series 2020, LLC, of which Mr. Donaldson is the manager and (iii) 83,300 shares held by Blystone & Donaldson, LLC, of which Mr. Donaldson is the manager. Mr. Donaldson disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| (6) | Mr. Ogilvie’s two adult children are trustees of the Ogilvie Legacy Trust dated September 14, 2021. Mr. Ogilvie disclaims beneficial ownership of the shares held by such trust. |
EXECUTIVE COMPENSATION
For the fiscal year ended June 30, 2026 Alliance’s named executive officers were Bruce Ogilvie, Executive Chairman, Jeffrey Walker, Chief Executive Officer and Amanda Gnecco, Chief Financial Officer.
This section provides an overview of Alliance’s executive compensation programs, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below.
2026 and 2025 Summary Compensation Table
The following table shows information regarding the compensation of Alliance’s named executive officers for services performed during the fiscal years ended June 30, 2026 and 2025.
| Name and Position | Fiscal Year | Salary | Bonus | Stock Awards | All Other Compensation | Total Compensation | ||||||||||||||||
| Bruce Ogilvie(1) | 2026 | $ | 953,846 | $ | 966,154 | - | $ | 34,526 | $ | 1,954,526 | ||||||||||||
| Executive Chairman | 2025 | $ | 640,000 | $ | 640,000 | — | $ | 35,628 | $ | 1,315,628 | ||||||||||||
| Jeffrey Walker(2) | 2026 | $ | 955,946 | $ | 966,154 | - | $ | 13,838 | $ | 1,935,938 | ||||||||||||
| Chief Executive Officer | 2025 | $ | 640,000 | $ | 640,000 | — | $ | 35,216 | $ | 1,315,216 | ||||||||||||
| Amanda Gnecco(3) | 2026 | $ | 238,462 | $ | 40,000 | - | $ | 6,646 | $ | 285,108 | ||||||||||||
| Chief Financial Officer | 2025 | - | - | - | - | - | ||||||||||||||||
| (1) | Included in all other compensation expenses is $22,128 and $19,219 for car and phone allowance in FY26 and FY25. Also included is $12,398 in 401K and health benefits in FY26 and $16,408 in FY25. |
| (2) | Included in all other compensation expenses is $2,645 for car and phone allowance in FY26 and $20,467 in FY25. Also included is $11,193 in 401K and health benefits in FY26 and $16,749 in FY25. |
| (3) | Included in all other compensation expenses is $6,646 for 401K and health benefits in FY26. |
Other than Amanda Gnecco, none of the named executive officers had any outstanding equity awards at June 30, 2026. |
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Outstanding Equity Awards at Fiscal Year-End
| Option awards | Stock awards | |||||||||||||||||||||||||||||||||||
| Name | Number
of securities underlying unexercised options (#) exercisable | Number
of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number
of shares or units of stock that have not vested (#) | Market
value of shares of units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | |||||||||||||||||||||||||||
| Bruce Ogilvie | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Jeffrey Walker | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Amanda Gnecco | - | - | - | - | - | 8,500 | 19,805 | - | - | |||||||||||||||||||||||||||
Employment Agreements for Named Executive Officers
Overview; Salaries and Bonuses
On February 10, 2023, Messrs. Ogilvie and Walker entered into employment agreements for initial three-year terms, which will automatically renew thereafter for successive one-year terms.
The three Named Executive Officers are entitled to base salary and a target bonus of a certain percentage of their base salary as follows:
| Target | ||||||||
| Name | Base Salary ($) | Bonus Percentage(%) | ||||||
| Bruce Ogilvie | 800,000 | 100 | ||||||
| Jeffrey Walker | 800,000 | 100 | ||||||
| Amanda Gnecco | 240,000 | 25 | ||||||
Equity Incentive Plan Awards
In addition to the salaries and bonus targets set forth above, each of the three Named Executive Officers are eligible to participate in and receive awards under the 2023 Plan.
Benefits
Each of the three Named Executive Officers also has the right to receive or participate in all employee benefit programs and perquisites generally established by the Company from time to time for employees similarly situated to the Named Executive Officer, subject to the general eligibility requirements and other terms of such programs and perquisites, and subject to the Company’s right to amend, terminate or take other similar action with respect to any such programs and perquisites. Each of Mr. Ogilvie and Mr. Walker also receives approximately $2,000 per month for an automobile lease and is entitled to first class air travel where available.
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Termination; Severance Benefits
Pursuant to Mr. Ogilvie’s and Mr. Walker’s employment agreements, in the event of a termination of such Named Executive Officer’s employment for any reason, the executive would generally be entitled to receive earned but unpaid salary, accrued but unpaid annual bonus, any owed accrued expenses, as well as amounts payable under any benefit plans, programs or arrangements that such Named Executive Officer participates in or benefits therefrom. In the event that a Named Executive Officer’s employment is terminated due to his death, in addition to the foregoing, he would be entitled to a pro-rated portion of his annual bonus, as determined by the Board.
In the event that such Named Executive Officer’s employment is terminated either without “cause” (as defined in the applicable employment agreement) or by the Named Executive Officer for “good reason” (as defined in the applicable employment agreement), subject to his execution and non-revocation of a general release of claims and continued compliance with his restrictive covenant obligations, as described below, such Named Executive Officer would be entitled to payment of an amount (i) equal to the executive’s base salary immediately prior to the termination date (or, if for “good reason” was attributable to the Company’s failure to pay the minimum amount of Base Salary provided herein, such minimum amount) for the period of time from the day after the Termination Date through the last day of the employment term or for a period of twelve (12) months, whichever is greater (the “Severance Period”); (ii) in addition to payment of any unpaid bonuses from a prior fiscal year, a pro-rata portion of the bonus based on the amount of days executive worked for the fiscal year in which the termination occurs, and (iii) payment for such Named Executive Officer’s insurance premiums incurred for participation in COBRA coverage pursuant group health plan through the earliest to occur of (A) the last day of the Severance Period, (B) the date the executive ceases to be eligible for COBRA or (C) such time as Executive is eligible for group health insurance benefits from another employer.
Provision of the severance benefits is conditioned on (i) the Named Executive Officer’s continued compliance in all material respects with executive’s continuing obligations to the Company, including, without limitation, the terms of the employment agreement that survive termination of executive’s employment with the Company, and (ii) the Named Executive Officer’s signing (without revoking if such right is provided under applicable law) a separation agreement and general release in a form of that provided to Executive by the Company on or about the termination date. The Named Executive Officer must so execute the separation agreement within 60 days following the termination date.
In the event of a termination of other named executives by the Company for any reason, pursuant to the Company’s general severance policy, the named executives would be entitled to payment of an amount equal to one week of base salary per year of service up to six weeks at the maximum.
2026 Director Compensation
| Name | Fees earned or paid in cash | Stock awards | Option awards | Non-equity incentive plan compensation | Change in pension value and nonqualified deferred compensation earnings | All other compensation | Total | |||||||||||||||||||||
| ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||
| Teri Wielenga | 50,000 | - | - | - | - | - | 50,000 | |||||||||||||||||||||
| Chris Nagelson | 50,000 | - | - | - | - | - | 50,000 | |||||||||||||||||||||
| Tom Donaldson | 50,000 | - | - | - | - | - | 50,000 | |||||||||||||||||||||
| Dmitry Kozko(1) | 33,333 | 20,000 | - | - | - | - | 53,333 | |||||||||||||||||||||
| Sheila Bangalore(1) | 33,333 | 20,000 | - | - | - | - | 53,333 | |||||||||||||||||||||
| (1) | Appointed November 6, 2025 |
Alliance has established a formal arrangement to compensate certain independent directors. Under this arrangement, eligible independent directors receive an annual fee of $50,000 for their service on the board of directors and its committees.
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Equity Plans
The 2023 Omnibus Equity Incentive Plan, or 2023 Plan, became effective on February 10, 2023, and is a comprehensive incentive compensation plan under which we can grant equity-based and other incentive awards to based officers, employees and directors of, and consultants and advisers to, Alliance and its subsidiaries. The purpose of the 2023 Plan is to help us attract, motivate and retain such persons with awards designed for the U.S. market and thereby enhance shareholder value.
Grant of Awards; Shares Available for Awards. The 2023 Plan provides for the grant of awards which are distribution equivalent rights, incentive share options, non-qualified share options, performance shares, performance units, restricted common stock, restricted share units, share appreciation rights (“SARs”), tandem share appreciation rights, unrestricted common stock or any combination of the foregoing, to key management employees and non-employee directors of, and non-employee consultants of, Alliance or any of its subsidiaries (each a “participant”) (however, solely Alliance employees or employees of Alliance subsidiaries are eligible for awards which are incentive share options). We have reserved a total of 1,000,000 shares of common stock for issuance as or under awards to be made under the 2023 Plan. To the extent that an award lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its holder terminate, any common stock subject to such award shall again be available for the grant of a new award. The 2023 Plan shall continue in effect, unless sooner terminated, until the tenth (10th) anniversary of the date on which it is adopted by the Board of Directors (except as to awards outstanding on that date). The Board of Directors in its discretion may terminate the 2023 Plan at any time with respect to any shares for which awards have not theretofore been granted; provided, however, that the 2023 Plan’s termination shall not materially and adversely impair the rights of a holder, without the consent of the holder, with respect to any award previously granted. The number of shares of common stock for which awards which are options or SARs may be granted to a participant under the 2023 Plan during any calendar year is limited to a number of shares equal to three percent (3%) of the total number of shares of common stock of the Company outstanding on the last day of the prior calendar year. Future new hires, non-employee directors and additional non-employee consultants are eligible to participate in the 2023 Plan as well. The number of awards to be granted to officers, non-employee directors, employees and non-employee consultants cannot be determined at this time as the grant of awards is dependent upon various factors such as hiring requirements and job performance.
Options. The term of each share option shall be as specified in the option agreement; provided, however, that except for share options which are incentive share options (“ISOs”), granted to an employee who owns or is deemed to own (by reason of the attribution rules applicable under Code Section 424(d)) more than 10% of the combined voting power of all classes of our common stock or the capital stock of our subsidiaries (a “ten percent shareholder”), no option shall be exercisable after the expiration of ten years from the date of its grant (five (5) years for an employee who is a ten percent shareholder).
The price at which a share may be purchased upon exercise of a share option shall be determined by the Plan Committee; provided, however, that such option price (i) shall not be less than the fair market value of a share on the date such share option is granted, and (ii) shall be subject to adjustment as provided in the 2023 Plan. The Plan Committee or the board of directors shall determine the time or times at which or the circumstances under which a share option may be exercised in whole or in part, the time or times at which options shall cease to be or become exercisable following termination of the share option holder’s employment or upon other conditions, the methods by which such exercise price may be paid or deemed to be paid, the form of such payment, and the methods by or forms in which common stock will be delivered or deemed to be delivered to participants who exercise share options.
Options which are ISOs shall comply in all respects with Section 422 of the Code. In the case of ISOs granted to a ten percent shareholder, the per share exercise price under such ISO (to the extent required by the Code at the time of grant) shall be no less than 110% of the fair market value of a share on the date such ISO is granted. ISOs may only be granted to employees of Alliance or one of its subsidiaries. In addition, the aggregate fair market value of the shares subject to an ISO (determined at the time of grant) which are exercisable for the first time by an employee during any calendar year may not exceed $100,000. An Option which specifies that it is not intended to qualify as ISOs or any Option that fails to meet the requirement of an ISO at any point in time will automatically be treated as a nonqualified option (“NQSO”) under the terms of the Plan.
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Restricted Share Awards. A restricted share award is a grant or sale of common stock to the participant, subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Plan Committee or the board of directors may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Plan Committee or the board of directors may determine at the date of grant or purchase or thereafter. Except to the extent restricted under the terms of the 2023 Plan and any agreement relating to the restricted share award, a participant who is granted or has purchased restricted shares shall have all of the rights of a shareholder, including the right to vote the restricted shares and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Plan Committee or the Board of Directors or in the award agreement). During the restricted period applicable to the restricted shares, subject to certain exceptions, the restricted shares may not be sold, transferred, pledged, hypothecated, or otherwise disposed of by the participant.
Unrestricted Share Awards. An unrestricted share award is the award of common stock which is not subject to transfer restrictions. Pursuant to the terms of the applicable unrestricted share award agreement, a holder may be awarded (or sold) common stock which are not subject to transfer restrictions, in consideration for past services rendered thereby to us or an affiliate or for other valid consideration.
Restricted Share Unit Awards. A restricted share unit award provides for a cash payment to be made to the holder upon the satisfaction of predetermined individual service-related vesting requirements, based on the number of units awarded to the holder. The Plan Committee shall set forth in the applicable restricted share unit award agreement the individual service-based or performance-based vesting requirement which the holder would be required to satisfy before the holder would become entitled to payment and the number of units awarded to the Holder. The vesting restrictions under any restricted share unit award shall constitute a “substantial risk of forfeiture” under Section 409A of the Code. At the time of such an award, the Plan Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions. The holder of a restricted share unit shall be entitled to receive a cash payment equal to the fair market value of a share, or one (1) share, as determined in the sole discretion of the Plan Committee and as set forth in the restricted share unit award agreement, for each restricted share unit subject to such restricted share unit award, if and to the extent the applicable vesting requirement is satisfied. Such payment shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the calendar year in which the restricted share unit first becomes vested.
Performance Unit Awards. A performance unit award provides for a cash payment to be made to the holder upon the satisfaction of predetermined individual and/or Alliance performance goals or objectives, based on the number of units awarded to the holder. The Plan Committee shall set forth in the applicable performance unit award agreement the performance goals and objectives (and the period of time to which such goals and objectives shall apply) which the holder and/or Alliance would be required to satisfy before the holder would become entitled to payment, the number of units awarded to the holder and the dollar value assigned to each such unit. The vesting restrictions under any performance under award shall constitute a “substantial risk of forfeiture” under Section 409A of the Code. At the time of such an award, the Plan Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions. The holder of a performance unit shall be entitled to receive a cash payment equal to the dollar value assigned to such unit under the applicable performance unit award agreement if the holder and/or Alliance satisfy (or partially satisfy, if applicable under the applicable performance unit award agreement) the performance goals and objectives set forth in such performance unit award agreement.
If achieved, such payment shall be made no later than by the 15th day of the third calendar month following the end of Alliance’s fiscal year to which such performance goals and objectives relate.
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Performance Share Awards. A performance share award provides for distribution of common stock to the holder upon the satisfaction of predetermined individual and/or Alliance goals or objectives. The Plan Committee shall set forth in the applicable performance share award agreement the performance goals and objectives (and the period of time to which such goals and objectives shall apply) which the holder and/or Alliance would be required to satisfy before the holder would become entitled to the receipt of common stock pursuant to such holder’s performance share award and the number of shares of common stock subject to such performance share award. The vesting restrictions under any performance under award shall constitute a “substantial risk of forfeiture” under Section 409A of the Code and, if such goals and objectives are achieved, the distribution of such common stock shall be made no later than by the 15th day of the 3rd calendar month next following the end of our fiscal year to which such goals and objectives relate. At the time of such an award, the Plan Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions. The holder of a performance share award shall have no rights as an Alliance shareholder until such time, if any, as the holder actually receives common stock pursuant to the performance share award.
Distribution Equivalent Rights. A distribution equivalent right entitles the holder to receive bookkeeping credits, cash payment and/or share distributions equal in amount to the distributions that would be made to the holder had the holder held a specified number of common stock during the period the holder held the distribution equivalent rights. The Plan Committee shall set forth in the applicable distribution equivalent rights award agreement the terms and conditions, if any, including whether the holder is to receive credits currently in cash, is to have such credits reinvested (at fair market value determined as of the date of reinvestment) in additional common stock or is to be entitled to choose among such alternatives. Such receipt shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code and, if such award becomes vested, the distribution of such cash or common stock shall be made no later than by the 15th day of the third calendar month next following the end of the Company’s fiscal year in which the holder’s interest in the award vests. Distribution equivalent rights awards may be settled in cash or in common stock, as set forth in the applicable distribution equivalent rights award agreement. A distribution equivalent rights award may, but need not be, awarded in tandem with another award other than an Option or SAR award, whereby, if so awarded, such distribution equivalent rights award shall terminate or be forfeited by the holder, as applicable, under the same conditions as under such other award. The distribution equivalent rights award agreement for a distribution equivalent rights award may provide for the crediting of interest on a distribution rights award to be settled in cash at a future date (but in no event later than by the 15th day of the third calendar month next following the end of the Company’s fiscal year in which such interest was credited), at a rate set forth in the applicable distribution equivalent rights award agreement, on the amount of cash payable thereunder.
Share Appreciation Rights. A SAR provides the participant to whom it is granted the right to receive, upon its exercise, the excess of (A) the fair market value of the number of shares of common stock subject to the SAR on the date of exercise, over (B) the product of the number of shares of common stock subject to the SAR multiplied by the base value under the SAR, as determined by the Plan Committee or the board of directors. The base value of a SAR shall not be less than the fair market value of a share on the date of the grant. If the Plan Committee grants a share appreciation right which is intended to be a tandem SAR, additional restrictions apply.
Amendment and Termination. The 2023 Plan shall continue in effect, unless sooner terminated pursuant to its terms, until February 10, 2033, the tenth anniversary of the date on which it is adopted by the Board of Directors (except as to awards outstanding on that date).
As of June 30, 2026, a total of 751,300 awards have been granted under the 2023 Plan.
Bonus Incentive Plan
In fiscal year 2025, the Company updated its cash Bonus Incentive Plan (the “Plan”) designed to align leadership compensation with the Company’s financial performance, specifically its growth in earnings before interest, taxes, depreciation, and amortization (“EBITDA”). The Plan is structured as follows:
The Plan applies to executives and leaders as determined by the Compensation Committee of the Board of Directors. The bonus payout under the Plan is directly linked to the Company’s EBITDA growth year-over-year. The Plan uses the percentage increase in the Company’s EBITDA for the current fiscal year as compared to the prior fiscal year as the performance metric.
A full payout of the cash bonus will occur if the Company’s EBITDA for the current fiscal year increases by 10% or more compared to the prior year’s EBITDA. For EBITDA growth below 10%, the bonus payout is pro rata down to 1% of the bonus amount based on the percentage increase in EBITDA.
10% or greater EBITDA increase: 100% bonus payout.
9% EBITDA increase: 90% bonus payout.
8% EBITDA increase: 80% bonus payout.
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This pattern continues, with a 10% reduction in payout for every 1% decrease in EBITDA growth. No bonus will be paid if EBITDA growth is less than 1%.
Bonuses earned under the Plan, if any, will be paid in the first quarter of the following fiscal year, after the Company’s financial results for the relevant year are finalized and audited. The Compensation Committee retains the discretion to adjust the final bonus payouts in the event of extraordinary or non-recurring items that materially affect the Company’s reported EBITDA. The Company will accrue bonuses based on its estimated performance to the Plan’s EBITDA targets throughout the fiscal year.
Clawback Policy
Equity Compensation Policy and Practices
Alliance Indemnification Agreements
In connection with the IPO, Alliance entered into agreements with its officers and directors to provide contractual indemnification in addition to the indemnification provided for in its certificate of incorporation. Alliance also purchased a policy of directors’ and officers’ liability insurance that insures its officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures Alliance against its obligations to indemnify its officers and directors.
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Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation actually paid and the financial performance of the Company. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in accordance with SEC rules and do not necessarily reflect compensation actually realized or received by our named executive officers or how the Company or the Compensation Committee evaluates compensation decisions.
As a smaller reporting company, we are presenting two fiscal years of data in this initial Pay Versus Performance disclosure, as permitted by Item 402(v)(8) of Regulation S-K. Consistent with the scaled disclosure requirements for smaller reporting companies, we have not included peer group total shareholder return or a Company-Selected Measure in the table below.
| Fiscal Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based on TSR ($)(3) | Net Income ($)(4) | ||||||||||||||||||
| 2026 | ||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||
| (1) |
| (2) |
| (3) | |
| (1) | |
| (2) | Compensation
Actually Paid. |
| Adjustment | 2025 PEO ($) | 2025 Average Non-PEO NEOs ($) | 2026 PEO ($) | 2026 Average Non-PEO NEOs ($) | ||||||||||||
| Summary Compensation Table Total | ||||||||||||||||
| Less: Grant-date fair value of stock and option awards reported in the Summary Compensation Table | ||||||||||||||||
| Add: Fiscal year-end fair value of awards granted during the fiscal year that remained outstanding and unvested | ||||||||||||||||
| Add: Change in fair value from prior fiscal year-end of awards granted in prior years that remained outstanding and unvested at fiscal year-end | ||||||||||||||||
| Add: Fair value at vesting of awards granted and vested during the fiscal year | ||||||||||||||||
| Add: Change in fair value through vesting date of awards granted in prior years that vested during the fiscal year | ||||||||||||||||
| Less: Prior fiscal year-end fair value of awards that failed to meet applicable vesting conditions during the fiscal year | ||||||||||||||||
| Compensation Actually Paid | ||||||||||||||||
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| The fiscal 2026 equity adjustment for the Non-PEO NEOs relates solely to 8,500 unvested restricted shares held by Ms. Gnecco under the 2023 Omnibus Equity and Incentive Plan. These shares were granted prior to fiscal 2026 and remained outstanding and unvested at June 30, 2026. No new equity awards were granted to Ms. Gnecco during fiscal 2026. In accordance with SEC rules, the fiscal 2026 adjustment reflects the change in fair value of these shares from June 30, 2025 to June 30, 2026. Based on closing market prices of $3.77 and $5.84 per share, respectively, the fair value increased from $32,045 to $49,640, an increase of $17,595. Because the Non-PEO NEO amounts are presented as an average of two executives, $8,798 of this increase is included in fiscal 2026 Average Compensation Actually Paid to Non-PEO NEOs. | |
| (3) | Total Shareholder Return. Total shareholder return (“TSR”) assumes an initial fixed investment of $100 in the Company’s Class A common stock as of June 30, 2024 (the last trading day of fiscal 2024), with all dividends, if any, reinvested. The Company did not declare or pay any dividends on its Class A common stock during the periods presented. |
| (4) | Net Income. The amounts reported represent net income attributable to common stockholders as reflected in the Company’s audited consolidated financial statements for the applicable fiscal year. |
Relationship Between Compensation Actually Paid and Company Performance
From
fiscal 2025 to fiscal 2026, compensation actually paid to our PEO increased from approximately $
Over the same period, the value of an initial fixed $100 investment in our Class A common stock increased from $ to $, an increase of approximately 55%.
Average
compensation actually paid to our Non-PEO NEOs increased from approximately $
Compensation Actually Paid and Net Income
Net
income decreased from approximately $
The increase in compensation actually paid during fiscal 2026 was primarily attributable to the timing of compensation recognized for our PEO and Executive Chairman. Fiscal 2026 compensation for each included $166,154 of retroactive salary and $166,154 of retroactive bonus approved by the Board, while fiscal 2025 compensation reflected amounts paid at the reduced $640,000 annual salary and bonus levels. Accordingly, the year-over-year increase in compensation actually paid should not be viewed as a comparable increase in ongoing prospective annual compensation or as being solely attributable to fiscal 2026 Company performance. The Non-PEO NEO comparison also reflects a change in the executives included in the average between fiscal 2025 and fiscal 2026.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Personal Loan Between Executive Chairman and Chief Executive Officer
On May 21, 2026, Bruce Ogilvie, our Executive Chairman, extended a personal loan in the principal amount of $2.0 million to Jeffrey Walker, our Chief Executive Officer. The loan is evidenced by a promissory note that bears interest at the rate of 12% per annum, with all principal and accrued interest due and payable on May 21, 2027 (the first anniversary of the loan date). Mr. Walker has pledged 4,350,000 shares of our common stock to Mr. Ogilvie as collateral for the loan pursuant to a pledge agreement. The pledged shares represent approximately 9% of our outstanding Class A common stock. The Company is not a party to, and has no rights or obligations under, the promissory note or the related pledge agreement, and the Company has not guaranteed any obligations of Mr. Walker under the loan. Because both Mr. Ogilvie and Mr. Walker are significant stockholders of the Company, a foreclosure on the pledged shares in the event of a default could result in a substantial increase in Mr. Ogilvie’s beneficial ownership and could result in a change in control of the Company. For a discussion of the risks associated with this arrangement, see “Risk Factors—Risks Related to Our Business—A default under the personal loan between our Executive Chairman and our Chief Executive Officer could result in a substantial change in the ownership of our common stock.”
GameFly Holdings, LLC
During the years ended June 30, 2026 and 2025, Alliance sold new-release movies, video games and video game consoles to GameFly Holdings LLC totalling approximately $2.7 million in each year. GameFly, a customer of Alliance, is equally owned by Bruce Ogilvie and Jeff Walker, two Alliance shareholders. Alliance believes the amounts that GameFly paid for New Release, movies, video games, and video game consoles are at fair market value. GameFly does fulfilment services of fast selling new releases by providing 3PL services at market rates. Either party may terminate the agreement at any time. GameFly is free to purchase from any competitor of Alliance.
As of June 30, 2026 and 2025, the Company had receivables from GameFly LLC of $0.2 million at each year-end, which were included in other receivables, net on the consolidated balance sheets.
For the year ended June 30, 2026 and 2025, the Company recognized revenue for consulting services provided to Gamefly of $0.3 million in each period. For the year ended June 30, 2026 and 2025, the Company incurred consulting expense of $0.09 million and $0.2 million, respectively, for services received from GameFly.
Ogilvie Loans
On July 3, 2023, the Company entered into a $17.0 million line of credit with Bruce Ogilvie, a principal stockholder (the “Ogilvie Loan”), which bore interest at a rate equal to 30-day SOFR plus 5.0% and would have matured on December 22, 2026. In connection with the Company’s entry into an asset-based revolving credit facility with Bank of America on October 1, 2025, the Company repaid the outstanding balance of $10.0 million under the Ogilvie Loan in full, and there were no amounts outstanding as of June 30, 2026. Interest expense related to the Ogilvie Loan was $0.2 million and $0.8 million for the fiscal years ended June 30, 2026, and 2025, respectively.
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Policies and Procedures for Related Person Transactions
Our board of directors adopted a related person transaction policy setting forth the policies and procedures for the identification, review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and a related person were or will be participants and the amount involved exceeds $120,000, including purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness and guarantees of indebtedness. In reviewing and approving any such transactions, our audit committee will consider all relevant facts and circumstances as appropriate, such as the purpose of the transaction, the availability of other sources of comparable products or services, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction, management’s recommendation with respect to the proposed related person transaction, and the extent of the related person’s interest in the transaction.
Director Independence
An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Messrs. Donaldson, Nagelson, and Kozko, and Ms. Wielenga and Ms. Bangalore are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. We believe that, based on the written representations of our directors and officers, and the copies of reports filed with the SEC during the fiscal year ended June 30, 2026, our directors, officers and holders of more than 10% of our common stock complied with the requirements of Section 16(a).
HOUSEHOLDING
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements, annual reports, and notices of internet availability of proxy materials with respect to two or more stockholders sharing the same address by delivering a single copy of the applicable document(s) addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
Brokers with account holders who are stockholders of the Company may be “householding” our proxy materials. A single proxy statement or notice may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you notify your broker or the Company that you no longer wish to participate in “householding.”
Street-name stockholders who are currently receiving householded materials may revoke their consent, and street-name shareholders who are not currently receiving householded materials may request householding of our future materials, by contacting Broadridge Financial Services, Inc., either by calling toll free at (866) 540-7095 or by writing to Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you revoke your consent, you will be removed from the “householding” program within 30 days of Broadridge’s receipt of your revocation, and each stockholder at your address will receive individual copies of our future materials.
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STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING
Under Rule 14a-8 of the Exchange Act, any stockholder proposal must be delivered in writing to our corporate Secretary and received at our principal executive offices at Alliance Entertainment Holding Corporation, 8201 Peters Road, Suite 1000, Plantation, FL 33324 no later than May 26, 2027, in order to be considered for inclusion in our Proxy Statement relating to the 2027 Annual Meeting. Matters pertaining to such proposals, including the number and length thereof, and the eligibility of persons entitled to have such proposals included, are regulated by Rule 14a-8 of the Exchange Act, the rules and regulations of the SEC and other laws and regulations to which interested persons should refer.
Pursuant to our Bylaws, stockholder proposals, including stockholder nominations for candidates for election as directors, submitted for consideration at the 2027 Annual Meeting but not submitted for inclusion in our Proxy Statement relating to the 2027 Annual Meeting pursuant to Rule 14a-8 of the Exchange Act must be delivered to our corporate Secretary in writing at Alliance Entertainment Holding Corporation, 8201 Peters Road, Suite 1000, Plantation, FL 33324, Attention: Secretary no earlier than 8:00 a.m. local time, on the 150th day and no later than 5:00 p.m., local time, on the 120th day prior to the first anniversary of the date of this Proxy Statement for the 2026 Annual Meeting, after which a proposal is untimely. As a result, any stockholder proposal submitted pursuant to the provisions of our Bylaws (other than pursuant to Rule 14a-8 of the Exchange Act) must be received no earlier than April 26, 2027 nor later than May 26, 2027. However, in the event that the date of the 2027 Annual Meeting is more than 30 days before or more than 60 days after the first anniversary of the 2026 Annual Meeting, notice by the stockholder must be so delivered no earlier than 8:00 a.m., local time, on the 120th day prior to the 2027 Annual Meeting and no later than the later of (A) 5:00 p.m., local time, on the 90th day before the 2027 Annual Meeting or (B) 5:00 p.m., local time, on the 10th day following the day on which public announcement of the date of the 2027 Annual Meeting was first made by us. A stockholder notice to our corporate Secretary of a proposal or nomination must include the specified information required by our Bylaws. In addition, a stockholder who intend to solicit proxies in support of director nominees other than our nominees must comply with the additional requirements of Rule 14a-19 of the Exchange Act.
| September 24, 2026 | By Order of the Board of Directors, |
| Robert Black | |
| Secretary |
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Appendix A