Soho House & Co Inc. (NYSE:SHCO) held a special meeting of stockholders to vote on a proposed merger transaction, with Chief Executive Officer Andrew Carnie serving as chairperson. Carnie opened the meeting by thanking the board, management team, and employees, and specifically acknowledged the board’s special committee members Eric Deardorff and Yusef Jackson for their work evaluating, negotiating, and recommending the transaction submitted to stockholders for approval.
Meeting format and stockholder procedures
The company’s Chief Legal Officer, Ben Varkoly, acted as secretary of the meeting and reviewed voting and participation guidelines for the virtual format. Stockholders were required to access the meeting with a 16-digit control number to vote or submit questions. Varkoly noted that stockholders who had already submitted a proxy and did not wish to change their vote did not need to take further action, while those seeking to vote or revise a prior vote could do so through the meeting platform until the polls closed.
- 54,149,151 shares of Class A common stock outstanding, entitled to one vote per share
- 141,500,385 shares of Class B common stock outstanding, entitled to 10 votes per share
He added that the inspector of elections, Christopher Woods of American Election Services, informed the company that a majority of the voting power entitled to vote at the meeting was present virtually or represented by proxy, and the meeting proceeded on the assumption that a quorum was present pending final confirmation. Representatives of Okapi Partners (proxy solicitor) and Sidley Austin (legal counsel) also attended.
Proposals presented to stockholders
The meeting included two proposals, though only one was ultimately put to a vote. The company said both the special committee and the board of directors unanimously recommended stockholders vote in favor of each proposal presented.
Merger proposal: Stockholders were asked to adopt 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 approve other transaction agreements and a Letter Agreement Amendment as described in the proxy statement. The company stated that approval required:
- The affirmative vote of holders representing a majority of the voting power of the company’s outstanding common stock entitled to vote; and
- The affirmative vote of holders representing a majority of the votes cast by the company’s unaffiliated stockholders, as defined in the proxy statement.
Adjournment proposal: Stockholders were also asked to approve potential adjournment of the meeting to solicit additional proxies if there were insufficient votes to approve the merger proposal. However, the company said it expected there were already enough votes to approve the merger proposal, rendering the adjournment proposal moot. As a result, the adjournment proposal was not voted on.
Preliminary vote results and next steps
After allowing time for stockholders to cast or change votes electronically, Carnie closed the polls. Varkoly then reported that the inspector of elections had completed preliminary tabulations and delivered a preliminary vote report.
Based on that preliminary tabulation, the company said it had been advised that stockholders voted to adopt and approve the merger proposal. Varkoly emphasized the results remained subject to final verification by the inspector of elections.
The company said it expects the transaction to close as soon as possible following completion of the verification process and the satisfaction or waiver of remaining closing conditions set forth in the merger agreement. The company also said it plans to publicly announce the official voting results on May 4, after all verifications have been completed.
Q&A and adjournment
Following the formal business, the company moved to a question-and-answer session, during which stockholders were permitted to submit up to one question related to the matters presented. The company indicated it did not have additional information to disclose beyond what had already been provided in the proxy statement and a Form 8-K filed the prior day, and said it would provide further disclosures as appropriate as events develop.
With no further business, the special meeting was adjourned.
About Soho House & Co Inc. (NYSE:SHCO)
Soho House & Co Inc is a global hospitality and membership company that operates a network of private clubs, hotels, restaurants, workspaces and leisure facilities aimed primarily at creative professionals. Its core offering revolves around exclusive, members-only “Houses” that combine social spaces, dining venues, screening rooms, spas and event programming under one roof. The company’s diversified portfolio extends to branded hotels and short-stay locations, as well as co-working facilities under the Soho Works banner.
The company was founded in 1995 by Nick Jones in London, with the inaugural House offering serving emerging artists, filmmakers and designers.
