Playboy (PLBY) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 20, 2025, to vote on issuing 16,956,842 shares of Common Stock at $1.50 per share to The Million S.a.r.l. under the December Purchase Agreement, exceeding 20% ownership threshold.

• The sale price is 6.4% above the prior trading day's closing price; proceeds will strengthen capital and support business plans.

• If not approved, the company may face liquidity challenges and need alternative, potentially less favorable, financing.

Voting matters and shareholder proposals

• Two proposals: (1) approval of the share issuance (Nasdaq Proposal), and (2) adjournment of the meeting if more time is needed to solicit votes.

• Board recommends voting FOR both proposals.

• Approval requires a majority of votes cast; abstentions and broker non-votes have no effect.

• No appraisal rights are provided for either proposal.

Board of directors and corporate governance

• Board size increased from five to seven as of January 1, 2025, with the Purchaser entitled to nominate one director as long as it holds at least 7,450,000 shares.

• Board and management recommend approval of the Nasdaq Proposal.