0001846510false00018465102024-06-202024-06-20

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 20, 2024

 

 

Soho House & Co Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40605

86-3664553

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

180 Strand

 

London, United Kingdom

 

WC2R 1EA

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: +44 (0) 207 8512300

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A Common Stock, par value $0.01 per share

 

SHCO

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company

☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 20, 2024, Soho House & Co Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at 11:00 a.m. Eastern Time (4:00 p.m. British Summer Time) virtually via live webcast. Two items of business were acted upon by the stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.

 

Proposal One: Election of Three Class I Directors and Four Class III Directors

Each of Alice Delahunt, Dasha Zhukova and Nicole Avant was elected to serve as a Class I director to hold office until the Company’s 2025 annual meeting of stockholders. Each of Joe Hage, Eric Deardorff, Her Excellency Sheikha Al Mayassa Bint Hamad Al-Thani and Andrew Sasson was elected to serve as a Class III director to hold office until the Company’s 2027 annual meeting of stockholders. Votes were cast as follows:

 

 

 

 

For

Abstained/Withheld

Broker Non-Votes

Class I Nominees

 

 

 

 

 

 

Alice Delahunt

 

1,421,033,278

 

5,764,782

 

6,571,199

Dasha Zhukova

 

1,426,692,007

 

106,053

 

6,571,199

Nicole Avant

 

1,421,034,063

 

5,763,997

 

6,571,199

 

 

 

 

 

 

 

Class III Nominees

 

 

 

 

 

Joe Hage

1,421,594,834

 

5,203,226

 

6,571,199

Eric Deardorff

1,426,748,494

 

49,566

 

6,571,199

Her Excellency Sheikha Al Mayassa Bint Hamad Al-Thani

1,422,636,600

 

4,161,460

 

6,571,199

Andrew Sasson

 

1,426,716,859

 

81,201

 

6,571,199

 

 

 

 

 

 

 

 

 

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of BDO LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 29, 2024 by the following vote:

 

 

For

Against

Abstain

Broker Non-Votes

1,433,315,607

 

38,586

 

15,066

 

-

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

Soho House & Co Inc.

 

 

 

 

Date:

June 25, 2024

By:

/s/ Ben Nwaeke

 

 

 

Ben Nwaeke, Chief Legal Officer

 

v3.24.1.1.u2
Document and Entity Information
Jun. 20, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 20, 2024
Entity Registrant Name Soho House & Co Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40605
Entity Tax Identification Number 86-3664553
Entity Address, Address Line One 180 Strand
Entity Address, City or Town London
Entity Address, Country GB
Entity Address, Postal Zip Code WC2R 1EA
Country Region 44
City Area Code 207
Local Phone Number 8512300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.01 per share
Trading Symbol SHCO
Security Exchange Name NYSE
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Entity Central Index Key 0001846510
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