In addition to the process described above, our NCG Committee nominates a number of individuals pursuant to the director designation provisions of the Stockholders’ Agreement. Mr. Chia serves on our Board pursuant to the terms of the Stockholders Agreement; and Ms. DeFlorio and Mr. Donnini were initially recommended to serve as Class I directors by the Horizon Holders and the Hoya Topco Holders, respectively. Although we are required to nominate the individuals designated pursuant to the Stockholders’ Agreement, our Board evaluated each of Mr. Chia, Ms. DeFlorio, and Mr. Donnini in accordance with the criteria described above, including considering whether they have the experience, qualifications, attributes, and skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure. Our Board believes that its current directors, including each of the Class I directors nominated for re-election at the Annual Meeting, provide an appropriate mix of experience and skills relevant to the size and nature of our business.
Our NCG Committee will consider and evaluate director candidates recommended by stockholders under the same criteria described above. A stockholder recommendation may include any supporting material the stockholder considers appropriate in support of the recommendation, but must (i) include such information as would be required under SEC rules to be included in a proxy statement soliciting proxies for the election of such candidate, (ii) include the written consent of such candidate to serve as a director if elected, and (iii) otherwise comply with the notice, timeliness, consent, information, and other requirements set forth in our Bylaws. Stockholders wishing to recommend a candidate for consideration must submit the requisite information in writing to our Corporate Secretary at 24 E. Washington St., Ste. 900, Chicago, IL 60602. All such recommendations received by our Corporate Secretary that satisfy the applicable requirements will be presented to our NCG Committee for consideration. Also see “Other Information—Our 2026 Annual Meeting of Stockholders.”
Communications With Our Board
Persons who wish to send communications to our Board should do so in writing to our Corporate Secretary at 24 E. Washington St., Ste. 900, Chicago, IL 60602. Our Corporate Secretary monitors communications addressed to our Board and forwards copies or summaries thereof to our Board as deemed appropriate. Communications are forwarded to our Board if they relate to important substantive matters and include suggestions or comments that our Corporate Secretary and/or Board Chair consider to be important for directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than those relating to ordinary business affairs, personal grievances, and matters as to which we tend to receive repetitive or duplicative communications.
Other Corporate Governance Information
CODE OF BUSINESS CONDUCT & ETHICS
Our Board has adopted a written Code of Business Conduct & Ethics, which applies to all of our directors, officers, and employees and is available on our Investors website at investors.vividseats.com. We intend to satisfy the disclosure requirements regarding any applicable amendment to or waiver from our Code of Business Conduct & Ethics by posting such information on our Investors website rather than by filing a Current Report on Form 8-K.
INSIDER TRADING POLICY
Our Board has adopted an Insider Trading Policy, a copy of which is filed as an exhibit to our 2024 Annual Report. Our Insider Trading Policy governs the purchase, sale, and/or other dispositions of our securities by our directors, officers, and other employees, and sets forth policies and procedures that are reasonably designed to promote compliance with applicable insider trading laws, rules, and regulations. As set forth in our Insider Trading Policy, it is our policy to comply with applicable laws and regulations relating to insider trading when engaging in transactions in our securities.
PROHIBITION ON HEDGING, SHORT SALES, & PLEDGING
Our Insider Trading Policy, which applies to all of our directors, officers, and employees, prohibits: (i) purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities; (ii) engaging in short sales; (iii) transactions in puts, calls, and other derivatives involving our equity securities; and (iv) margin purchases and the pledging of our securities as collateral to secure loans.
