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At VIVID SEATS INC.'s 2 shareholder meetings in the 2023-2024 proxy season (held February 5, 2024 and June 4, 2024), 62 asset managers reported how they voted in their SEC Form N-PX filings, covering 914 separate fund positions. Their filings are grouped here into 9 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item of the season, voted at the meeting held June 4, 2024 — Advisory vote to ratify the appointment of Deloitte & Touche LLP as the Company's independent… — VIVID SEATS INC.'s filing reports the proposal as approved, with 99.9% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: VIVID SEATS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 10, 2024.
Download data (CSV): ballot items · votes by manager · column guide.
Compiled from SEC Form N-PX filings and VIVID SEATS INC.’s Form 8-K, filed June 10, 2024 (Item 5.07 on EDGAR). Page generated November 8, 2026.
Meeting of June 4, 2024: 4 items on VIVID SEATS INC.’s Form 8-K, filed June 10, 2024: 3 elected · 1 approved.
Meeting of February 5, 2024: 2 items on VIVID SEATS INC.’s Form 8-K, filed February 9, 2024: 2 approved.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Proxy season: 2023-2024
Explore VIVID SEATS INC. in the interactive database Compare manager voting policies
These tallies are VIVID SEATS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 10, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX. VIVID SEATS INC. reported 2 meetings in this season; each is tabulated separately below, with its own filing.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Mark Anderson | 146,648,733 | -- | -- | 31,188,789 | 11,503,373 | 82% | Elected | — |
| Elect Director: Todd Boehly | 157,055,235 | -- | -- | 20,782,287 | 11,503,373 | 88% | Elected | — |
| Elect Director: Julie Masino | 140,364,489 | -- | -- | 37,473,033 | 11,503,373 | 79% | Elected | — |
| . 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, 2024 | 189,174,046 | 125,150 | 41,699 | -- | -- | 99.9% | Approved | — |
Source: VIVID SEATS INC., Form 8-K, filed with the SEC on June 10, 2024 — read the filing on EDGAR.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| . The Company's stockholders approved the Plan Amendment. The voting results were | 139,079,570 | 36,572,957 | 12,439 | -- | -- | 79% | Approved | — |
| . The Company's stockholders approved the adjournment of the Special Meeting to a later date or dates, if necessary, if there are insufficient votes to approve the Plan Amendment. The voting results were | 142,263,316 | 33,395,089 | 6,561 | -- | -- | 81% | Approved | — |
Source: VIVID SEATS INC., Form 8-K, filed with the SEC on February 9, 2024 — read the filing on EDGAR.
Each item below shows how the 62 asset managers that disclosed a VIVID SEATS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of VIVID SEATS INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.
Meeting held June 4, 2024.
Combines 3 wordings of this item as funds reported it.
79% Majority: yes · of votes cast
Description as filed by funds: Election of Class III Directors: Julie Masino
VIVID SEATS INC.’s own tally for this item (“Elect Director: Julie Masino”): 140,364,489 for, 37,473,033 withheld, per its Form 8-K filed June 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The individuals listed below were elected as Class III directors, each to hold office until the Company's 2027 Annual Meeting of Stockholders, based on the following votes:”
Support: 79% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the company's reported shares outstanding.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 0 | 0 | 0 | 4,232,980 | Withhold |
| MFS | 0 | 0 | 0 | 3,627,402 | Withhold |
| Fidelity | 0 | 0 | 0 | 3,065,342 | Withhold |
| JANUS INVESTMENT FUND | 2,707,702 | 0 | 0 | 0 | For |
| Legg Mason | 18,034 | 0 | 0 | 1,484,570 | Withhold |
| Jackson National | 0 | 0 | 1,470,248 | 0 | Abstain |
| BlackRock | 0 | 0 | 0 | 1,128,792 | Withhold |
| NORTHERN LIGHTS FUND TRUST II | 0 | 0 | 0 | 888,904 | Withhold |
| Amplify ETF Trust | 0 | 0 | 517,697 | 0 | Abstain |
| Charles Schwab | 0 | 0 | 0 | 513,642 | Withhold |
| Prudential/PGIM | 68,900 | 0 | 0 | 387,846 | Mixed |
| Harbor Funds II | 0 | 0 | 360,388 | 0 | Abstain |
| Guardian Variable Products Trust | 0 | 0 | 343,598 | 0 | Abstain |
| Victory Capital | 0 | 0 | 0 | 329,026 | Withhold |
| RBB FUND, INC. | 0 | 0 | 0 | 323,146 | Withhold |
| BRIDGEWAY FUNDS INC | 0 | 0 | 0 | 302,769 | Withhold |
| Pacific Life | 0 | 0 | 0 | 272,569 | Withhold |
| Dimensional | 0 | 0 | 0 | 210,616 | Withhold |
| Goldman Sachs | 0 | 0 | 0 | 190,452 | Withhold |
| SEI | 0 | 0 | 0 | 184,123 | Withhold |
| Equitable | 0 | 0 | 0 | 181,282 | Withhold |
| First Trust | 0 | 0 | 0 | 179,319 | Withhold |
| Janus Detroit Street Trust | 0 | 0 | 0 | 152,880 | Withhold |
| MERIDIAN FUND INC | 0 | 0 | 0 | 142,334 | Withhold |
| QUANTITATIVE MASTER SERIES LLC | 0 | 0 | 0 | 139,387 | Withhold |
Showing the 25 largest of 56 asset managers. All 56 are in the interactive database (link above).
Meeting held June 4, 2024.
Combines 3 wordings of this item as funds reported it.
82% Majority: yes · of votes cast
Description as filed by funds: Election of Class III Directors: Mark Anderson
VIVID SEATS INC.’s own tally for this item (“Elect Director: Mark Anderson”): 146,648,733 for, 31,188,789 withheld, per its Form 8-K filed June 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The individuals listed below were elected as Class III directors, each to hold office until the Company's 2027 Annual Meeting of Stockholders, based on the following votes:”
Support: 82% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the company's reported shares outstanding.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,232,980 | 0 | 0 | 0 | For |
| MFS | 0 | 0 | 0 | 3,627,402 | Withhold |
| Fidelity | 0 | 0 | 0 | 3,065,342 | Withhold |
| JANUS INVESTMENT FUND | 2,707,702 | 0 | 0 | 0 | For |
| Legg Mason | 1,429,334 | 0 | 0 | 73,270 | For |
| Jackson National | 0 | 0 | 1,470,248 | 0 | Abstain |
| BlackRock | 0 | 0 | 0 | 1,128,792 | Withhold |
| NORTHERN LIGHTS FUND TRUST II | 0 | 0 | 0 | 888,904 | Withhold |
| Amplify ETF Trust | 0 | 0 | 517,697 | 0 | Abstain |
| Charles Schwab | 0 | 0 | 0 | 513,642 | Withhold |
| Prudential/PGIM | 68,900 | 0 | 0 | 387,846 | Mixed |
| Harbor Funds II | 0 | 0 | 360,388 | 0 | Abstain |
| Guardian Variable Products Trust | 321,300 | 0 | 22,298 | 0 | Mixed |
| Victory Capital | 0 | 0 | 0 | 329,026 | Withhold |
| RBB FUND, INC. | 0 | 0 | 0 | 323,146 | Withhold |
| BRIDGEWAY FUNDS INC | 0 | 0 | 0 | 302,769 | Withhold |
| Pacific Life | 0 | 0 | 0 | 272,569 | Withhold |
| Dimensional | 0 | 0 | 0 | 210,616 | Withhold |
| Goldman Sachs | 0 | 0 | 0 | 190,452 | Withhold |
| SEI | 0 | 0 | 0 | 184,123 | Withhold |
| Equitable | 0 | 0 | 0 | 181,282 | Withhold |
| First Trust | 0 | 0 | 0 | 179,319 | Withhold |
| Janus Detroit Street Trust | 0 | 0 | 0 | 152,880 | Withhold |
| MERIDIAN FUND INC | 0 | 0 | 0 | 142,334 | Withhold |
| QUANTITATIVE MASTER SERIES LLC | 0 | 0 | 0 | 139,387 | Withhold |
Showing the 25 largest of 56 asset managers. All 56 are in the interactive database (link above).
Meeting held June 4, 2024.
Combines 3 wordings of this item as funds reported it.
88% Majority: yes · of votes cast
Description as filed by funds: Election of Class III Directors: Todd Boehly
VIVID SEATS INC.’s own tally for this item (“Elect Director: Todd Boehly”): 157,055,235 for, 20,782,287 withheld, per its Form 8-K filed June 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The individuals listed below were elected as Class III directors, each to hold office until the Company's 2027 Annual Meeting of Stockholders, based on the following votes:”
Support: 88% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the company's reported shares outstanding.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,232,980 | 0 | 0 | 0 | For |
| MFS | 0 | 0 | 0 | 3,627,402 | Withhold |
| Fidelity | 68,299 | 0 | 0 | 2,997,043 | Withhold |
| JANUS INVESTMENT FUND | 2,707,702 | 0 | 0 | 0 | For |
| Legg Mason | 1,429,334 | 0 | 0 | 73,270 | For |
| Jackson National | 1,451,904 | 0 | 18,344 | 0 | For |
| BlackRock | 1,128,792 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 888,904 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 517,697 | 0 | 0 | 0 | For |
| Charles Schwab | 513,642 | 0 | 0 | 0 | For |
| Prudential/PGIM | 68,900 | 0 | 0 | 387,846 | Mixed |
| Harbor Funds II | 0 | 0 | 360,388 | 0 | Abstain |
| Guardian Variable Products Trust | 321,300 | 0 | 22,298 | 0 | Mixed |
| Victory Capital | 319,377 | 0 | 0 | 9,649 | For |
| RBB FUND, INC. | 0 | 0 | 0 | 323,146 | Withhold |
| BRIDGEWAY FUNDS INC | 0 | 0 | 0 | 302,769 | Withhold |
| Pacific Life | 28,509 | 0 | 0 | 244,060 | Mixed |
| Dimensional | 0 | 0 | 0 | 210,616 | Withhold |
| Goldman Sachs | 0 | 0 | 0 | 190,452 | Withhold |
| SEI | 184,123 | 0 | 0 | 0 | For |
| Equitable | 114,322 | 0 | 0 | 66,960 | Mixed |
| First Trust | 0 | 0 | 0 | 179,319 | Withhold |
| Janus Detroit Street Trust | 0 | 0 | 0 | 152,880 | Withhold |
| MERIDIAN FUND INC | 142,334 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 139,387 | 0 | 0 | 0 | For |
Showing the 25 largest of 56 asset managers. All 56 are in the interactive database (link above).
Meeting held February 5, 2024.
Combines 5 wordings of this item as funds reported it.
81% Approved · of votes cast
Description as filed by funds: Approval of the adjournment of the Special Meeting to a later date or dates, if necessary, to solicit additional proxies if there are insufficient votes to approve Proposal No. 1.
VIVID SEATS INC.’s own tally for this item (“Proposal 2: . The Company's stockholders approved the adjournment of the Special Meeting to a later date or dates, if necessary, if there are insufficient votes to approve the Plan Amendment. The voting results were:”): 142,263,316 for, 33,395,089 against — passed, per its Form 8-K filed February 9, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The Company's stockholders approved the adjournment of the Special Meeting to a later date or dates, if necessary, if there are insufficient votes to approve the Plan Amendment.”
Support: 81% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the company's reported shares outstanding.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 633,249 | 3,765,397 | 0 | 0 | Mixed |
| Vanguard | 0 | 3,841,477 | 0 | 0 | Against |
| MFS | 3,651,053 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 0 | 2,485,524 | 0 | 0 | Against |
| Legg Mason | 0 | 1,240,080 | 0 | 0 | Against |
| MERIDIAN FUND INC | 0 | 770,220 | 0 | 0 | Against |
| RBB FUND, INC. | 0 | 458,326 | 0 | 0 | Against |
| Prudential/PGIM | 235,800 | 187,929 | 0 | 0 | Mixed |
| BRIDGEWAY FUNDS INC | 0 | 382,359 | 0 | 0 | Against |
| Charles Schwab | 0 | 342,293 | 0 | 0 | Against |
| SEI | 0 | 336,948 | 0 | 0 | Against |
| Guardian Variable Products Trust | 22,869 | 306,900 | 0 | 0 | Mixed |
| Pacific Life | 260,078 | 9,251 | 0 | 0 | For |
| Goldman Sachs | 0 | 260,207 | 0 | 0 | Against |
| NORTHERN LIGHTS FUND TRUST II | 0 | 224,769 | 0 | 0 | Against |
| BlackRock | 0 | 169,391 | 0 | 0 | Against |
| First Trust | 0 | 144,867 | 0 | 0 | Against |
| WisdomTree | 0 | 108,406 | 0 | 0 | Against |
| Janus Detroit Street Trust | 0 | 103,556 | 0 | 0 | Against |
| Equitable | 0 | 95,016 | 0 | 0 | Against |
| Dimensional | 0 | 91,610 | 0 | 0 | Against |
| LOCORR INVESTMENT TRUST | 60,340 | 0 | 0 | 0 | For |
| EXCHANGE TRADED CONCEPTS TRUST | 0 | 42,869 | 0 | 0 | Against |
| TIAA | 0 | 36,285 | 0 | 0 | Against |
| Columbia Threadneedle | 0 | 34,747 | 0 | 0 | Against |
Showing the 25 largest of 54 asset managers. All 54 are in the interactive database (link above).
Meeting held February 5, 2024.
79% Approved · of votes cast
Description as filed by funds: Approval of an amendment to the Company's 2021 Incentive Award Plan (the "Plan") to increase (a) the non-evergreen portion of the Overall Share Limit (as defined in the Plan) to 47,658,108 Shares (as defined in the Plan) and (b) the annual evergreen portion of the Overall Share Limit such that the number of shares of the Company's Class A common stock authorized for issuance under the Plan increases on the first day of each calendar year, beginning on January 1, 2025 and ending on and including January 1, 2034, by 5% of the aggregate number of shares of the Company's common stock (Class A and Class B common stock) outstanding on the final day of the immediately preceding calendar year (or such smaller number of shares as is determined by the Board of Directors).
VIVID SEATS INC.’s own tally for this item (“Proposal 1: . The Company's stockholders approved the Plan Amendment. The voting results were:”): 139,079,570 for, 36,572,957 against — passed, per its Form 8-K filed February 9, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The Company's stockholders approved the Plan Amendment.”
Support: 79% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the company's reported shares outstanding.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 0 | 4,398,646 | 0 | 0 | Against |
| Vanguard | 0 | 3,841,477 | 0 | 0 | Against |
| MFS | 0 | 3,651,053 | 0 | 0 | Against |
| JANUS INVESTMENT FUND | 0 | 2,485,524 | 0 | 0 | Against |
| Legg Mason | 0 | 1,240,080 | 0 | 0 | Against |
| RBB FUND, INC. | 0 | 458,326 | 0 | 0 | Against |
| Prudential/PGIM | 0 | 388,329 | 0 | 0 | Against |
| BRIDGEWAY FUNDS INC | 0 | 382,359 | 0 | 0 | Against |
| Pacific Life | 0 | 269,329 | 0 | 0 | Against |
| Goldman Sachs | 0 | 260,207 | 0 | 0 | Against |
| BlackRock | 0 | 169,391 | 0 | 0 | Against |
| First Trust | 0 | 144,867 | 0 | 0 | Against |
| WisdomTree | 0 | 108,406 | 0 | 0 | Against |
| Janus Detroit Street Trust | 0 | 103,556 | 0 | 0 | Against |
| Equitable | 0 | 95,016 | 0 | 0 | Against |
| Dimensional | 0 | 91,610 | 0 | 0 | Against |
| EXCHANGE TRADED CONCEPTS TRUST | 0 | 42,869 | 0 | 0 | Against |
| TIAA | 0 | 36,285 | 0 | 0 | Against |
| Columbia Threadneedle | 0 | 34,747 | 0 | 0 | Against |
| Lincoln Financial | 0 | 19,900 | 0 | 0 | Against |
| Victory Capital | 0 | 18,294 | 0 | 0 | Against |
| Nationwide | 0 | 13,862 | 0 | 0 | Against |
| QUANTITATIVE MASTER SERIES LLC | 0 | 12,589 | 0 | 0 | Against |
| AIG/SunAmerica | 0 | 12,139 | 0 | 0 | Against |
| Northern Trust | 0 | 11,555 | 0 | 0 | Against |
Showing the 25 largest of 39 asset managers. All 39 are in the interactive database (link above).
Meeting held February 5, 2024.
79% Approved · of votes cast
Description as filed by funds: Approval of an amendment to the Company's 2021 Incentive Award plan (the "Plan") to increase (a) the non-evergreen portion of the Overall Share Limit (as defined in the Plan) to 47,658,108 Shares (as defined in the plan) and (b) the annual evergreen portion of the Overall Share Limit such that the number of the shares of the Company's Class A common stock authorized for issuance under the plan increase on the first day of each calander year. beginning on January 1, 2025 and Ending on and including January 1.2034, by 5% of the aggregate number of shares of the company's common stock ( Class A and Class B common stock) outstanding on the final day of the immediately preceding calender year ( or such smaller number of shares as is determined by the Board of Directors)
VIVID SEATS INC.’s own tally for this item (“Proposal 1: . The Company's stockholders approved the Plan Amendment. The voting results were:”): 139,079,570 for, 36,572,957 against — passed, per its Form 8-K filed February 9, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The Company's stockholders approved the Plan Amendment.”
Support: 79% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 8 asset managers below reported 60,340 for, 385,274 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Guardian Variable Products Trust | 0 | 329,769 | 0 | 0 | Against |
| LOCORR INVESTMENT TRUST | 60,340 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 0 | 17,441 | 0 | 0 | Against |
| Exchange Place Advisors Trust | 0 | 17,260 | 0 | 0 | Against |
| Jackson National | 0 | 12,481 | 0 | 0 | Against |
| John Hancock | 0 | 7,458 | 0 | 0 | Against |
| GPS Funds I | 0 | 764 | 0 | 0 | Against |
| CITY NATIONAL ROCHDALE FUNDS | 0 | 101 | 0 | 0 | Against |
Meeting held February 5, 2024.
79% Approved · of votes cast
Description as filed by funds: Approval of an amendment to the Company's 2021 Incentive Award Plan (the "Plan") to increase the (a) non-evergreen portion of the Overall Share Limit (as defined in the Plan) to 47,658,108 Shares (as defined in the Plan) and (b) the annual evergreen portion of the Overall Share Limit such that number of shares of the Company's Class A common stock authorized for issuance under the Plan increases on the first day of calendar each year, beginning on January 1, 2025 and ending on and including January 1, 2034, by 5% of the aggregate number of shares of the Company's common stock (Class A and B common stock) outstanding on the final day of the immediately preceding calendar year (or such smaller number of shares as is determined by the Board of Directors).
VIVID SEATS INC.’s own tally for this item (“Proposal 1: . The Company's stockholders approved the Plan Amendment. The voting results were:”): 139,079,570 for, 36,572,957 against — passed, per its Form 8-K filed February 9, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The Company's stockholders approved the Plan Amendment.”
Support: 79% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 6 asset managers below reported 1,719,936 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| MERIDIAN FUND INC | 0 | 770,220 | 0 | 0 | Against |
| Charles Schwab | 0 | 342,293 | 0 | 0 | Against |
| SEI | 0 | 336,948 | 0 | 0 | Against |
| NORTHERN LIGHTS FUND TRUST II | 0 | 224,769 | 0 | 0 | Against |
| Prudential/PGIM | 0 | 35,400 | 0 | 0 | Against |
| Global X | 0 | 10,306 | 0 | 0 | Against |
Meeting held February 5, 2024.
Combines 2 wordings of this item as funds reported it.
79% Approved · of votes cast
Description as filed by funds: APPROVAL OF AN AMENDMENT TO THE COMPANY'S 2021 INCENTIVE AWARD PLAN TO INCREASE THE (A) NON-EVERGREEN PORTION OF THE OVERALL SHARE LIMIT TO 47,658,108 SHARES & (B) ANNUAL EVERGREEN PORTION OF THE OVERALL SHARE LIMIT SUCH THAT NUMBER OF SHARES OF THE COMPANY'S CLASS A COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE PLAN INCREASES ON THE 1ST DAY OF EACH YEAR, BEGINNING 1/1/25 & ENDING ON AND INCLUDING 1/1/34, BY 5% OF THE AGGREGATE NUMBER OF SHARES OF THE COMPANY'S CLASS A & B COMMON STOCK OUTSTANDING ON THE FINAL DAY OF THE IMMEDIATELY PRECEDING YEAR.
VIVID SEATS INC.’s own tally for this item (“Proposal 1: . The Company's stockholders approved the Plan Amendment. The voting results were:”): 139,079,570 for, 36,572,957 against — passed, per its Form 8-K filed February 9, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The Company's stockholders approved the Plan Amendment.”
Support: 79% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Advisors' Inner Circle Fund III | 0 | 108 | 0 | 0 | Against |
Fund voting reports, all 1 managers: 108 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Jackson Creek Investment Advisors LLC | 4,818 | 0 | 0 | 0 | For |
Institutional-manager reports, all 1 managers: 4,818 for.
Meeting held June 4, 2024.
Combines 3 wordings of this item as funds reported it.
99.9% Approved · of votes cast
Description as filed by funds: Advisory vote to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
VIVID SEATS INC.’s own tally for this item (“Proposal 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, 2024 was approved based on the ”): 189,174,046 for, 125,150 against — passed, per its Form 8-K filed June 10, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “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, 2024 was approved based on the following votes:”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the company's reported shares outstanding.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,232,980 | 0 | 0 | 0 | For |
| MFS | 3,627,402 | 0 | 0 | 0 | For |
| Fidelity | 3,065,342 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 2,707,702 | 0 | 0 | 0 | For |
| Legg Mason | 1,502,604 | 0 | 0 | 0 | For |
| Jackson National | 1,470,248 | 0 | 0 | 0 | For |
| BlackRock | 1,128,792 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 888,904 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 517,697 | 0 | 0 | 0 | For |
| Charles Schwab | 513,642 | 0 | 0 | 0 | For |
| Prudential/PGIM | 456,746 | 0 | 0 | 0 | For |
| Harbor Funds II | 360,388 | 0 | 0 | 0 | For |
| Guardian Variable Products Trust | 343,598 | 0 | 0 | 0 | For |
| Victory Capital | 329,026 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 323,146 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 302,769 | 0 | 0 | 0 | For |
| Pacific Life | 272,569 | 0 | 0 | 0 | For |
| Dimensional | 210,616 | 0 | 0 | 0 | For |
| Goldman Sachs | 190,452 | 0 | 0 | 0 | For |
| SEI | 184,123 | 0 | 0 | 0 | For |
| Equitable | 181,282 | 0 | 0 | 0 | For |
| First Trust | 179,319 | 0 | 0 | 0 | For |
| Janus Detroit Street Trust | 152,880 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 142,334 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 139,387 | 0 | 0 | 0 | For |
Showing the 25 largest of 57 asset managers. All 57 are in the interactive database (link above).
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 4,633,926 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 91.35% |
| 2 | MFS | 78.28% |
| 3 | Fidelity | 66.15% |
| 4 | JANUS INVESTMENT FUND | 58.43% |
| 5 | Legg Mason | 32.43% |
| 6 | Jackson National | 31.73% |
| 7 | BlackRock | 24.36% |
| 8 | NORTHERN LIGHTS FUND TRUST II | 19.18% |
| 9 | Amplify ETF Trust | 11.17% |
| 10 | Charles Schwab | 11.08% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Jackson Creek Investment Advisors LLC | 0.12% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Citadel Advisors | — | 13F |
| Geode Capital | — | 13F |
| State Street | — | 13F |
| Northern Trust | — | 13F |
| Dimensional Fund Advisors | — | 13F |
| Charles Schwab | — | 13F |
| Two Sigma | — | 13F |
| BNY Mellon | — | 13F |
| Renaissance Technologies | — | 13F |
| Nuveen | — | 13F |
Percentages above are of 4,633,926 shares outstanding, as reported by VIVID SEATS INC. on its Form 10-K dated December 31, 2023 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from VIVID SEATS INC.’s 10-K dated December 31, 2023. This page is a static snapshot rebuilt weekly on November 8, 2026; a live search always shows the current data.
VIVID SEATS INC. proxy season coverage: 2023-2024 (this page).
proxyvotesnow.com, “VIVID SEATS (SEAT) 2024 Annual & Special Meetings: Vote Results”, https://proxyvotesnow.com/company/vivid-seats-inc/2024 (version of November 9, 2026). Derived from SEC Form N-PX and Form 8-K filings; tables licensed CC BY 4.0. Licence: CC BY 4.0.