Soho House & Co (NYSE:SHCO) 2026 Extraordinary General Meeting Transcript
Soho House & Soho House & (US:SHCO)2026-01-09 16:02

Summary of Soho House & Co. Special Meeting Company Overview - Company: Soho House & Co. (NYSE: SHCO) - Event: 2026 Extraordinary General Meeting - Date: January 09, 2026 Key Points Meeting Structure and Participants - The meeting was chaired by Andrew Carnie, the CEO of Soho House & Co., who acknowledged the board of directors and the executive management team for their support [2] - The special committee, including Eric Deardorff and Yusef Jackson, was recognized for their efforts in evaluating and negotiating the proposed transaction [2] - Legal and election representatives were present, including Ben Varkoly (Chief Legal Officer) and Christopher Woods (inspector of elections) [3] Voting Procedures - Stockholders were required to use a 16-digit control number to vote or submit questions [4] - A total of 54,149,151 shares of Class A Common Stock and 141,500,385 shares of Class B Common Stock were outstanding as of the record date [5] - A quorum was confirmed, allowing the meeting to proceed [6] Proposals Presented 1. Merger Proposal: - The first proposal involved adopting the Agreement and Plan of Merger dated August 15, 2025, which requires majority approval from both common stockholders and unaffiliated stockholders [9] 2. Adjournment Proposal: - The second proposal was to approve the adjournment of the meeting if necessary to solicit additional proxies. However, this proposal was deemed moot as sufficient votes were expected for the merger proposal [10] Voting Results - Preliminary results indicated that stockholders voted to adopt and approve the merger proposal, pending final verification [11] - The company plans to announce official voting results on May 4, following the completion of verification [12] Conclusion of Meeting - The business portion of the meeting concluded with a transition to a question-and-answer session, allowing stockholders to submit questions [12][13] - The meeting was adjourned without further business to discuss [13] Additional Notes - The meeting was conducted virtually, and all proceedings were recorded [5] - Stockholders were encouraged to respect the rules and procedures outlined for the meeting [4]