UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 03, 2025
Vivid Seats Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-40926
86-3355184
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

24 E. Washington Street
Suite 900
    
Chicago, Illinois
  
60602
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code: 312 291-9966

Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Class A common stock, par value $0.0001 per share
  
SEAT
  
The Nasdaq Stock Market LLC
Warrants to purchase one share of Class A common stock
  
SEATW
  
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
Emerging growth company ☒
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Item 5.07
Submission of Matters to a Vote of Security Holders.
 
Vivid Seats Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on June 3, 2025. The voting results for the matters voted on at the Annual Meeting (each as further described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2025) are set forth below.
 
Proposal No. 1. The following individuals were elected as Class I directors, each to hold office until the Company’s 2028 Annual Meeting of Stockholders, based on the following votes:
 
Name
  
For
  
Withhold
  
Broker Non-Votes
Stanley Chia
  
105,558,834
  
8,578,146
  
27,667,067
Jane DeFlorio
  
88,061,361
  
26,075,619
  
27,667,067
David Donnini
  
104,564,408
  
9,572,572
  
27,667,067

Proposal No. 2. An advisory proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved based on the following votes:

For
  
Against
  
Abstain
140,995,678
  
76,779
  
731,590

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
Vivid Seats Inc.
       
Date:
June 9, 2025
By:
/s/ Emily Epstein
     
Emily Epstein
General Counsel