Soho House & Co Inc. (NYSE: SHCO) recently convened a special meeting where its shareholders offered their provisional endorsement of a prospective merger. The session was conducted under the leadership of CEO Andrew Carnie, who commenced by acknowledging the contributions of the board, management, and staff, with particular commendation for Eric Deardorff and Yusef Jackson of the special committee for their diligent work in assessing, negotiating, and recommending the transaction for shareholder consideration.
During the meeting, Ben Varkoly, the company's Chief Legal Officer, served as secretary and elucidated the voting and participation guidelines for the virtual assembly. Shareholders were required to use a distinct 16-digit control number to engage in voting or submit inquiries. Varkoly clarified that those who had already cast their proxy votes and did not intend to alter them were not required to take additional steps. Conversely, shareholders wishing to vote or amend previous votes could do so via the meeting platform until the polls closed. The board had designated December 1, 2025, as the record date, at which point the company had 54,149,151 Class A shares, each carrying one vote, and 141,500,385 Class B shares, each with ten votes, in circulation. Christopher Woods, the inspector of elections from American Election Services, confirmed that a majority of the voting power was present or represented by proxy, thus establishing a quorum. Representatives from Okapi Partners and Sidley Austin were also in attendance.
The meeting primarily addressed two proposals, though only one proceeded to a vote. Both the special committee and the board of directors unanimously advocated for shareholder approval of each proposal. The central "Merger proposal" sought adoption of the Agreement and Plan of Merger, dated August 15, 2025, between Soho House & Co Inc., Partners LLC, and Merger Sub Inc., along with other related transaction agreements and a Letter Agreement Amendment. This required affirmative votes from a majority of the outstanding common stock's voting power and a majority of votes cast by unaffiliated shareholders. A second proposal, for adjournment, was not voted upon as the company believed sufficient votes were already secured for the merger's approval. Following the closure of polls, preliminary tabulations indicated that shareholders had indeed voted to approve the merger. Varkoly stressed that these results were subject to final verification by the inspector of elections, with official announcements slated for May 4, 2026. After a brief question-and-answer period, where no further information beyond existing disclosures was provided, the special meeting was concluded.
The successful preliminary approval of this merger reflects a robust governance process and a clear direction for Soho House & Co, demonstrating the company's commitment to strategic growth and shareholder value. This pivotal step underscores the dynamic nature of corporate development and the collective decision-making power that drives progress within the business landscape.