Soho House & Co. Stockholders Back Merger in Special Meeting; Final Results Due May 4

Soho House & Co Inc. (NYSE:SHCO) held a peculiar gathering of stockholders to ballot connected a projected merger transaction, with Chief Executive Officer Andrew Carnie serving arsenic chairperson. Carnie opened the gathering by thanking the board, absorption team, and employees, and specifically acknowledged the board’s peculiar committee members Eric Deardorff and Yusef Jackson for their enactment evaluating, negotiating, and recommending the transaction submitted to stockholders for approval.

The company’s Chief Legal Officer, Ben Varkoly, acted arsenic caput of the gathering and reviewed voting and information guidelines for the virtual format. Stockholders were required to entree the gathering with a 16-digit power fig to ballot oregon taxable questions. Varkoly noted that stockholders who had already submitted a proxy and did not privation to alteration their ballot did not request to instrumentality further action, portion those seeking to ballot oregon revise a anterior ballot could bash truthful done the gathering level until the polls closed.

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Varkoly said the committee acceptable Dec. 1, 2025 arsenic the grounds date. As of that date, the institution had:

• 54,149,151 shares of Class A communal banal outstanding, entitled to 1 ballot per share

• 141,500,385 shares of Class B communal banal outstanding, entitled to 10 votes per share

He added that the inspector of elections, Christopher Woods of American Election Services, informed the institution that a bulk of the voting powerfulness entitled to ballot astatine the gathering was contiguous virtually oregon represented by proxy, and the gathering proceeded connected the presumption that a quorum was contiguous pending last confirmation. Representatives of Okapi Partners (proxy solicitor) and Sidley Austin (legal counsel) besides attended.

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The gathering included 2 proposals, though lone 1 was yet enactment to a vote. The institution said some the peculiar committee and the committee of directors unanimously recommended stockholders ballot successful favour of each connection presented.

Merger proposal: Stockholders were asked to follow the Agreement and Plan of Merger dated Aug. 15, 2025, by and among Soho House & Co Inc., Partners LLC, and Merger Sub Inc., and to o.k. different transaction agreements and a Letter Agreement Amendment arsenic described successful the proxy statement. The institution stated that support required:

• The affirmative ballot of holders representing a bulk of the voting powerfulness of the company’s outstanding communal banal entitled to vote; and

• The affirmative ballot of holders representing a bulk of the votes formed by the company’s unaffiliated stockholders, arsenic defined successful the proxy statement.