Soho House & Co (SHCO) Proxy Filing summary

Executive summary

• Supplement updates the disclosure on security ownership of certain beneficial owners and management as of April 24, 2024, for the annual meeting scheduled on June 20, 2024.

• The supplement should be read in conjunction with the previously distributed proxy statement, which remains unchanged except for the updated ownership information.

Voting matters and shareholder proposals

• Holders of Class B common stock can convert their shares to Class A on a one-for-one basis at any time.

• The Voting Group, consisting of key executives and affiliates, controls over 90% of the combined voting power due to Class B shares' ten votes per share.

Board of directors and corporate governance

• Directors and executive officers as a group beneficially own 74.2% of Class A and 100% of Class B common stock, representing 96.6% of total voting power.

• Key directors include Andrew Carnie, Thomas Allen, Nick Jones, Ron Burkle, Nicole Avant, and Richard Caring.