Soho House & Co (SHCO) Proxy Filing summary

Executive summary

• The company operates a global membership platform with 46 Soho Houses, 8 Soho Works, Scorpios Beach Clubs, The Ned hotels, and other brands, serving over 271,000 members as of December 2024.

• Fiscal 2024 saw total revenues of $1.2 billion, with 35% from membership, 40% from in-house (F&B, accommodation), and 25% from other sources.

• The company reported a net loss of $163.6 million in 2024, with positive operating cash flow of $89.7 million and cash/cash equivalents of $153 million at year-end.

• The company continues to invest in new Houses, digital platforms, and operational improvements, with a focus on asset-light expansion and cost control.

Voting matters and shareholder proposals

• Shareholders are asked to vote on the adoption of the Merger Agreement and related Transaction Agreements, and on a proposal to adjourn the Special Meeting if necessary to solicit additional proxies.

• Approval of the Merger Proposal requires a majority of the voting power of outstanding shares and a majority of votes cast by unaffiliated stockholders.

• Appraisal rights are available to dissenting shareholders under Delaware law.

Board of directors and corporate governance

• The board is controlled by a Voting Group (Yucaipa, Nick Jones, Richard Caring) holding 96.5% of voting power via Class B shares.

• The board includes independent directors and a special committee for the merger process.

• The company is a “controlled company” under NYSE rules and relies on certain governance exemptions.