Playboy (PLBY) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 16, 2025, with voting available online, by phone, or by mail.

• Key proposals include director elections, approval of a major share issuance, amendments to the charter, auditor ratification, and executive compensation advisory vote.

• The company is transitioning to internet-based proxy materials to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Seven proposals: elect two directors, approve issuance of 16,956,842 shares to The Million S.a.r.l., increase authorized shares to 400M, change company name to "Playboy, Inc.", ratify BDO as auditor, advisory vote on executive compensation, and adjournment if needed.

• Board recommends voting FOR all proposals.

• Shareholder proposals and nominations for 2026 must be submitted between Feb 16 and Mar 18, 2026.

Board of directors and corporate governance

• Board consists of six members, with one vacancy to be filled by an independent director by August 2025 to comply with Nasdaq rules.

• Board is divided into three classes with staggered three-year terms.

• Board diversity matrix highlights gender and ethnic diversity.

• Three standing committees: Audit, Compensation, and Corporate Governance & Nominating, all with independent directors.

• Non-employee directors receive cash and equity compensation, with recent reductions in equity grant values.