Vivid Seats Inc. (SEAT): director Martin Taylor resigned

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, Martin Taylor resigned from the Board of Directors (the “ Board ”) of Vivid Seats Inc. (the “ Company ”) on December 19, 2025 and, in connection therewith, the Board reduced its size from nine to eight directors.
On October 20, 2026, following the completion of a director search process, the Board (i) increased its size from eight to nine directors and (ii) elected Chelsea Grayson as a Class II director to fill the resulting vacancy, effective immediately. Ms. Grayson will serve until the Company’s 2029 annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier death, resignation, or removal. The Board does not expect Ms. Grayson to serve on any of its standing committees.
The Board has determined that Ms. Grayson qualifies as an “Independent Director” (as defined in the rules of the Nasdaq Stock Market LLC). Following Ms. Grayson’s election, six of the Board’s nine directors are Independent Directors.
There is no arrangement or understanding between Ms. Grayson and any other person pursuant to which she was selected as a director. There are no transactions involving Ms. Grayson and the Company that would be required to be disclosed under Item 404(a) of Regulation S-K.
In lieu of receiving compensation for her Board service consistent with that of the Company’s other non-employee directors, Ms. Grayson will be compensated for her Board service through a monthly cash fee of $40,000. Ms. Grayson is entitled to indemnification by the Company on the same terms as it provides to its executive officers and other directors.