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AGM 2026

Jun 9, 2026

Summary

The meeting confirmed a quorum, elected two Class II directors, and ratified Deloitte as auditors for 2026. No shareholder questions were submitted, and final voting results will be filed with the SEC by June 15th.

Operator

Good morning, welcome to the 2026 annual meeting of stockholders of Vivid Seats Inc. During the course of today's meeting, management may make forward-looking statements within the meaning of federal securities laws. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from any projections, including the risks and uncertainties described in the company's most recent annual report on Form 10-K and subsequent filings with the SEC. I will now turn the line over to Larry Fey, Vivid Seats' Chief Executive Officer.

Larry Fey
CEO, Vivid Seats

Thank you, and good morning. I'm Larry Fey, the CEO and a member of the Board of Directors of Vivid Seats. I'm also serving as the chair of today's meeting. I'm joined by Joe Thomas, our Chief Financial Officer, and Austin Arnett, our General Counsel and the secretary of today's meeting. I'm also joined by my fellow members of the board, as well as Susan Kurowski and Ryan Pringle of Deloitte & Touche, our independent auditors. Susan and Ryan will be available to respond to any appropriate stockholder questions for Deloitte during the time reserved for questions later in the meeting. I'm happy to welcome everyone to this virtual meeting of stockholders. On behalf of the board and management, I'd like to thank you for attending and call the meeting to order. The polls are now open for voting.

The affidavit of mailing, which establishes that notice of the meeting was properly given, will be filed with the minutes of the meeting. The agenda for today's meeting is displayed on your screen, and you can find a link to the rules of conduct for today's meeting under Meeting Materials on the meeting webpage. Please review the rules of conduct carefully. All stockholders of record or their duly authorized proxies at the close of business on April 17th, 2026, the record date for the meeting, are entitled to vote at today's meeting. A list of these stockholders is accessible on the meeting webpage. Only stockholders who logged into the meeting using their 16-digit control number can vote, submit questions, and access the stockholder list during the meeting.

At this time, I'd like to introduce Maria Rizzuti, a representative of Broadridge Financial Solutions, who is serving as the independent inspector of election for today's meeting. Ms. Rizzuti has signed a customary oath of office to execute her duties with strict impartiality, which will be filed with the minutes of the meeting. Ms. Rizzuti has informed me that the shares represented at today's meeting, both present virtually and represented by proxy, constitute a quorum. As a result, I declare this meeting to be duly constituted for the conduct of business. We will now proceed with the official business of the meeting as set forth in our proxy materials. There are two proposals to be considered today. The first item of business is the election of two Class II directors to the board.

As set forth in our proxy materials, the board has unanimously recommended that stockholders vote for all of the board's Class II director nominees, Craig Dixon and Adam Stewart. The second item of business is an advisory proposal to ratify the appointment of Deloitte as our independent registered public accounting firm for 2026. As set forth in our proxy materials, the board has unanimously recommended that stockholders vote for this proposal. As a reminder, this proposal is advisory and non-binding, but is being presented because the board values stakeholder views on this matter and believes that this ratification is a good corporate governance practice. That was the final item of business. Prior to closing the polls, we have reserved up to 10 minutes to address stockholder questions.

Stockholders who logged into the meeting using their 16-digit control number may submit a question by typing it into the question box on their screen and clicking the Submit button. Note that we will only address questions that comply with the requirements set forth in the meeting rules of conduct. Austin, have we received any questions?

Austin Arnett
General Counsel and Secretary, Vivid Seats

Thanks, Larry. Looks like no questions have been submitted. Please proceed.

Larry Fey
CEO, Vivid Seats

Thank you. Now, if you are a stockholder who has not already voted and wish to do so, click the Vote Here button on your screen and follow the instructions. If you already voted prior to the meeting, either online, by telephone, or by mail, you do not need to vote again unless you wish to revoke or change your prior vote. We will now take a brief pause before closing the polls. The time is 9:05 A.M., and the polls are now closed. I'll turn the line back over to Austin to provide the preliminary voting results.

Austin Arnett
General Counsel and Secretary, Vivid Seats

Thanks, Larry. We have received a preliminary voting report from the independent inspector of election, which will be filed with the minutes of the meeting. Based on this preliminary report, I am able to announce that stockholders have elected Craig Dixon and Adam Stewart to the board as Class II directors and ratified the appointment of Deloitte as our independent registered public accounting firm for 2026. We will publish the final voting results in a current report on Form 8-K, which will be filed with the SEC no later than Monday, June 15th.

Larry Fey
CEO, Vivid Seats

Thanks, Austin. That concludes today's meeting, which is now adjourned. On behalf of the board and management, thank you for attending and for your continued support of Vivid Seats.

Operator

This conference is now concluded. Thank you for attending today's presentation, and you may now disconnect.