Eventbrite (EB) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger where Everest Merger Sub Inc. will merge into the company, making it a wholly-owned subsidiary of Bending Spoons US Inc., itself a subsidiary of Bending Spoons S.p.A.

• Shareholders will receive $4.50 in cash per share, representing significant premiums over recent trading prices.

• The board unanimously recommends voting in favor of the merger, the related executive compensation, and any adjournment if more votes are needed.

• The merger is not subject to a financing condition; Bending Spoons has committed sufficient funds for the transaction.

• If the merger is not completed, the company will remain public and no payment will be made to shareholders.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) potential adjournment of the meeting to solicit more proxies if needed.

• Approval of the merger requires a majority of the voting power of outstanding shares.

• Certain major shareholders, including Julia and Kevin Hartz and their trusts, have agreed to vote in favor, representing about 50.9% of voting power.

Board of directors and corporate governance

• The board formed a special committee to evaluate the merger, including independent directors and outside advisors.

• The board and special committee unanimously determined the merger is fair and in the best interests of shareholders.

• The board considered alternative transactions and conducted a market check with other potential buyers.