UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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April 29, 2024
To Our Stockholders:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “
Annual Meeting
”) of Soho House Co Inc., which will be held on June 20, 2024 at 11:00 a.m. Eastern Time (4:00 p.m. British Summer Time) virtually via live webcast at
www.virtualshareholdermeeting.com/SHCO2024
, where you will be able to listen to the meeting live, submit questions and vote online. The attached Notice of the Annual Meeting and proxy statement contains information about matters to be considered at the Annual Meeting and instructions regarding how to attend the Annual Meeting online.
Your vote is important. Please cast your vote as soon as possible over the Internet, by telephone, or by completing and returning a proxy card so that your shares are represented. Voting in advance will mean that you are represented at the Annual Meeting regardless of whether or not you join the Annual Meeting.
We look forward to your attendance at the Annual Meeting.
Sincerely,
/s/ Andrew Carnie
Andrew Carnie
Chief Executive Officer
SOHO HOUSE CO INC.
180 STRAND
LONDON, WC2R 1EA
UNITED KINGDOM
NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 20, 2024
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of Soho House Co Inc., a Delaware corporation, will be held via a live webcast at
www.virtualshareholdermeeting.com/SHCO2024
on June 20, 2024, at 11:00 a.m. Eastern Time (4:00 p.m. British Summer Time).
During the Annual Meeting, stockholders will be asked to consider the following matters, as more fully described in the proxy statement accompanying this notice:
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the election of four Class III directors and three Class I directors named in the proxy statement;
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the ratification of the appointment of BDO LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2024; and
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the transaction of such other business as may properly come before the meeting, or any adjournment or postponement thereof.
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BY ORDER OF THE BOARD OF DIRECTORS
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Sincerely,
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/s/ Ben Nwaeke
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Ben Nwaeke, Chief Legal Officer and Corporate Secretary
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London, United Kingdom—April 29, 2024
SOHO HOUSE CO INC.
180 Strand
London, WC2R 1EA
United Kingdom
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 20, 2024
PROXY STATEMENT
The Board of Directors (the “
Board of Directors
” or the “
Board
”) of Soho House Co Inc., a Delaware corporation (the “
Company
”), is soliciting proxies for use at the 2024 Annual Meeting of Stockholders (the “
Annual Meeting
”) to be held on June 20, 2024, at 11.00 a.m. Eastern Time (4:00 p.m. British Summer Time) via a live webcast at
www.virtualshareholdermeeting.com/SHCO2024
, where you will be able to listen to the meeting live, submit questions, and vote online. The Notice of Internet Availability of Proxy Materials was first furnished to stockholders on or about April 29, 2024. Electronic copies of this Proxy Statement and the Annual Report for the year ended December 31, 2023 are available at
www.proxyvote.com
.
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. In addition, because we are an emerging growth company, we are not required to include a Compensation Discussion and Analysis section in this proxy statement and have elected to comply with the scaled-down executive compensation disclosure requirements applicable to emerging growth companies. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which votes must be conducted.
Voting Rights, Quorum and Required Vote
Only holders of record of our common stock at the close of business on April 24, 2024 (the “
Record Date
”) will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 54,924,322 shares of Class A common stock outstanding and entitled to vote and 141,500,385 shares of Class B common stock outstanding and entitled to vote. Holders of the Company’s Class A common stock are entitled to one vote for each share held as of the Record Date. Holders of the Company’s Class B common stock are entitled to ten votes for each share held as of the Record Date. A quorum is required for our stockholders to conduct business at the Annual Meeting. The holders of a majority in voting power of all issued and outstanding stock entitled to vote at the Annual Meeting, present or represented by proxy, will constitute a quorum for the transaction of business. Your shares are counted as present at the Annual Meeting if you are virtually present and vote at the Annual Meeting or if you have properly submitted a proxy. Abstentions and “broker non-votes” (as explained below) will be counted in determining whether there is a quorum.
For Proposal No. 1—Election of Directors
, directors will be elected by a plurality of the votes of the shares of common stock cast at the Annual Meeting, which means that the four Class III director nominees and the three Class I director nominees receiving the highest number of “for” votes will be elected. Withheld votes and broker non-votes will have no effect on Proposal No. 1.
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For Proposal No. 2—Ratification of Appointment of Independent Registered Public Accounting Firm
, requires the affirmative vote of the holders of a majority in voting power of the stock entitled to vote on this proposal at the Annual Meeting, present at the Annual Meeting or represented by proxy. Abstentions will count the same as votes against Proposal No. 2. There will be no broker non-votes with respect to Proposal No. 2 because a broker may exercise its discretion to vote for or against the proposal in the absence of instruction from its clients.
Voting Your Shares
You may vote online during the Annual Meeting, or prior to the Annual Meeting by telephone or electronically through the Internet by following the instructions included on your Notice of Internet Availability of Proxy Materials or proxy card, or by completing, dating, signing and promptly returning your proxy card. If your shares are held through a bank, broker or other nominee (a “broker”), you should follow the voting instructions provided by your broker. All properly executed and delivered proxies will be voted in accordance with the instructions contained therein. Signed proxies that give no instructions as to how they should be voted on a particular proposal at the Annual Meeting will be counted as votes “for” such proposal, and, in the case of the election of directors, as a vote “for” the election of each of the nominees presented by the Board.
If you will attend the Annual Meeting, you may vote by logging into
www.virtualshareholdermeeting.com/SHCO2024
with your 16-Digit Control Number provided on your Notice of Internet Availability of Proxy Materials or proxy card.
Broker Non-Votes
If your shares are held through a broker, you are considered the beneficial owner of those shares. If you do not provide voting instructions to your broker in advance of the Annual Meeting, New York Stock Exchange rules grant your broker discretionary authority to vote on “routine” proposals. Where a proposal is not “routine,” a broker who has received no instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal, and the unvoted shares are referred to as “broker non-votes.” For the Annual Meeting, only Proposal No. 2 is considered a “routine” proposal.
Information about Attending the Annual Meeting
Stockholders are entitled to attend the Annual Meeting virtually. Stockholders attending virtually will be able to submit questions and comments and vote online during the meeting. In the event of a technical malfunction or other problem that disrupts the Annual Meeting, the Company may adjourn, recess, or take such other action that the Company deems appropriate considering the circumstances. If you encounter any difficulties accessing the virtual meeting during the Annual Meeting, please call the technical support number indicated on the virtual meeting website.
Stockholders who choose to attend on a virtual basis may participate in the Annual Meeting by visiting
www.virtualshareholdermeeting.com/SHCO2024
, where stockholders may vote and submit questions during the Annual Meeting. Please have your 16-Digit Control Number, provided on your Notice of Internet Availability or Proxy Card, to join the Annual Meeting.
Only holders of our common stock at the close of business on the Record Date will be permitted to ask questions during the Annual Meeting. If you wish to submit a question, on the day of the Annual Meeting, you may log into the virtual meeting platform at
www.virtualshareholdermeeting.com/SHCO2024
and type your question for consideration into the field provided in the web portal. To allow us to answer questions from as many stockholders as possible, we limit each stockholder to one question. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together. More information on submitting questions at the Annual Meeting will be posted on the virtual meeting website.
In accordance with Delaware law, for the 10 days prior to our Annual Meeting, a list of registered holders entitled to vote at our Annual Meeting will be available for inspection in our offices at 180 Strand, London, WC2R 1EA. Please contact Ben Nwaeke, the Corporate Secretary at
shareholderlist@sohohouseco.com
for an appointment to inspect the list. Stockholders will also be able to access the list of registered holders at the Annual Meeting electronically through the virtual meeting website.
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Expenses of Solicitation
The expenses of any solicitation of proxies to be voted at the Annual Meeting will be paid by the Company. Following the original mailing of the proxies and other soliciting materials, the Company and its directors, officers or employees (for no additional compensation) may also solicit proxies in person, by telephone or email. Following the original mailing of the proxies and other soliciting materials, the Company will request that banks, brokers and other nominees forward copies of the proxy and other soliciting materials to persons for whom they hold shares of common stock and request authority for the exercise of proxies. We will reimburse banks, brokers and other nominees for reasonable charges and expenses incurred in forwarding soliciting materials to their clients.
Revocability of Proxies
Any person submitting a proxy has the power to revoke such proxy prior to the Annual Meeting or at the Annual Meeting prior to the vote. A proxy may be revoked by a written notice delivered to the Company stating that the proxy is revoked, by a subsequent proxy that is submitted via telephone or Internet no later than 11:59 p.m. Eastern Time on June 19, 2024, by a subsequent proxy card that is signed by the person who signed the earlier proxy and is delivered to the Company by June 19, 2024, or by attendance at the Annual Meeting and voting online. If you are a beneficial owner and wish to change any of your previously provided voting instructions, you must contact your bank, broker or other nominee directly for further instructions.
Delivery of Documents to Stockholders Sharing an Address
We have adopted a procedure approved by the Securities and Exchange Commission (“
SEC
”) called “householding” under which multiple stockholders who share the same address will receive only one copy of the Annual Report, Proxy Statement, or Notice of Internet Availability of Proxy Materials, as applicable, unless we receive contrary instructions from one or more of the stockholders. If you share an address with another stockholder and receive only one set of proxy materials but would like to request a separate copy of these materials, please contact our mailing agent, Broadridge at
www.proxyvote.com
, by telephone at 1-800-579-1639 or by email at: sendmaterial@proxyvote.com. Similarly, you may also contact Broadridge if you receive multiple copies of the proxy materials and would prefer to receive a single copy in the future. If you own shares through a broker, you should contact the nominee concerning householding procedures.
Electronic Delivery of Proxy Materials to Stockholders
Beginning on or about April 29, 2024, we distributed to our stockholders a Notice of Internet Availability of Proxy Materials with instructions on how to access our proxy materials over the Internet and how to vote. If you received such Notice and would prefer to receive paper copies of the proxy materials, or if you received paper copies of the proxy materials and would prefer to receive a notice for future annual meetings, you may notify our mailing agent, Broadridge at
www.proxyvote.com
, by telephone at 1-800-579-1639 or by email at: sendmaterial@proxyvote.com.
As used in this Proxy Statement, unless the context otherwise requires:
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“
IPO
” refers to the Company’s initial public offering, which closed on July 19, 2021.
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“
Voting Group
” refers collectively to our founder, Mr. Nick Jones, one of our directors, Mr. Richard Caring, and certain affiliates of The Yucaipa Companies, LLC (“
Yucaipa
”), and its founder and our executive chairman and a director, Ron Burkle (and, in each case, certain affiliates and family members), acting together as a group pursuant to the provisions of a Stockholders’ Agreement between us and each member of the Voting Group, so long as the Voting Group owns a requisite percentage of our total outstanding common stock.
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Our Board of Directors is presently comprised of fifteen (15) directors, who are divided into three classes designated as Class I, Class II and Class III, with staggered, three-year terms. The term of our Class III directors will expire at the Annual Meeting. Class I directors will stand for re-election at the 2025 annual meeting of stockholders and Class II directors will stand for re-election at the 2026 annual meeting of stockholders.
One Class III member of our Board of Directors, Mr. Bippy Siegal, will not stand for reelection at the Annual Meeting. As a result, the size of our Board of Directors will be reduced from fifteen (15) to fourteen (14) directors effective as of immediately prior to the closing of the polls at the Annual Meeting. Three directors currently serving in Class III will stand for election at the Annual Meeting for the remining term as Class I directors. Each of our directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.
Class III directors standing for election at the Annual Meeting are Mr. Joe Hage, Her Excellency Sheikha Al Mayassa Bint Hamad Al-Thani, Mr. Andrew Sasson and Mr. Eric Deardorff. Current Class III directors standing for election for the remaining term as Class I directors are Ms. Alice Delahunt, Ms. Dasha Zhukova and Ms. Nicole Avant.
All nominees currently serve on our Board of Directors and have consented to be named in this proxy statement. Each of the nominees for election is currently a director of the Company. If any of the nominees is unable to serve or for good cause will not serve (a contingency which the Board does not expect to occur), the proxies will be voted for a substitute nominee chosen by the present Board. In such situation and in any other situation in which a nominee will not serve, the present Board may also (i) reduce the size of the Board or (ii) maintain the size of the Board and the stockholders may vote for a substitute nominee chosen by the present Board to fill the vacancy or vote for just the remaining nominee or nominees, leaving a vacancy or vacancies that may be filled at a later date by the Board.
Information Regarding Nominees and Continuing Directors
The following table sets forth information with respect to our directors, including the seven nominees for election at the Annual Meeting:
