Sector: Communication
VIVID SEATS INC CLASS A · Meeting: June 9, 2026
Directors FOR
1
Directors AGAINST
1
Say on Pay
ABSTAIN
Auditor
FOR
Election of Class II Directors
Against Analysis
Mr. Dixon has served since 2021, giving him full overlap with Vivid Seats' catastrophic stock performance — the share price has fallen roughly 96% over three years while the sector benchmark (XLC) gained nearly 100%, a gap of approximately 195 percentage points that far exceeds the 30-percentage-point threshold required to trigger a vote against; the five-year record is equally devastating, so no mitigating adjustment applies.
For Analysis
Mr. Stewart joined the board in 2024, which is within the 24-month new-director exemption window under policy, so he is not held accountable for the prior period of severe stock underperformance and receives a FOR vote.
Two Class II directors are up for election. Craig Dixon, who has served since 2021, receives an AGAINST vote due to Vivid Seats' severe and sustained stock underperformance during his full tenure — the stock lost roughly 96% over three years while the Communication Services sector ETF (XLC) gained approximately 100%, a gap of ~195 percentage points that vastly exceeds the 30-point trigger threshold for companies with negative absolute returns, and the five-year record offers no relief. Adam Stewart, who joined in 2024, falls within the 24-month new-director exemption and receives a FOR vote.
CEO
Lawrence Fey
Total Comp
$9,351,904
Prior Support
N/A
Vivid Seats qualifies as an Emerging Growth Company and has explicitly disclosed that it is not required to — and has not — submitted executive compensation to an advisory shareholder vote this year. Because there is no Say on Pay proposal on the ballot, no vote determination is applicable; this entry is included for completeness but shareholders will not be asked to vote on executive compensation at this meeting.
Auditor
Deloitte & Touche LLP
Tenure
5 yrs
Audit Fees
$2,444,000
Non-Audit Fees
$0
Deloitte has served since 2021 (approximately five years), well below the 25-year tenure threshold that would raise independence concerns; in 2025 there were zero non-audit fees against $2,444,000 in audit fees, giving a non-audit ratio of 0% which is comfortably within the 50% limit; and Deloitte is a Big 4 firm appropriate for this company's size and complexity.
The 2026 Vivid Seats annual meeting has two items on the ballot: election of two Class II directors and ratification of Deloitte as auditor. The policy supports ratifying Deloitte given clean fee ratios and short tenure, but votes AGAINST Craig Dixon due to catastrophic stock underperformance during his full tenure since 2021, while supporting newer director Adam Stewart who falls within the 24-month new-director exemption; there is no Say on Pay vote this year as the company qualifies for an Emerging Growth Company exemption.
