Good morning, and welcome to the special meeting of stockholders of Soho House & Co Inc. I will now turn the meeting over to the company's Chief Executive Officer, Andrew Carnie. Good morning, everyone, and thank you for joining us today. I am Andrew Carnie, Chief Executive Officer of Soho House & Co and I'll serve as the chairperson of today's meeting. Before we begin, I'd like to start by thanking the company's board of directors, the executive management team, and employees globally for their continued dedication and support of the business. I would also like to acknowledge the members of the special committee of the board of directors, Mr. Eric Deardorff and Mr. Yusef Jackson, who evaluated, negotiated, and recommended the proposed transaction being submitted to stockholders for approval today. The special committee has worked diligently over the past year, and we appreciate their efforts on behalf of the company and its stockholders. Joining us today is Ben Nwaeke, our Chief Legal Officer. He will act as secretary of the meeting and record the minutes. Representatives of Okapi Partners, the company's proxy solicitor, and Christopher Woods of American Election Services, the inspector of elections for this meeting. We're also joined by representatives of Sidley Austin, the company's legal counsel. Following formal business matters, we will proceed to a question-and-answer session where stockholders will have the opportunity to submit up to one question related to the matters presented today in accordance with the rules and procedures posted on the meeting website. I would now like to formally call this special meeting of stockholders to order. This meeting is being conducted pursuant to the company's amended and restated bylaws and applicable Delaware law. Now I'd like to welcome Ben Nwaeke, the Chief Legal Officer, to walk through the certain procedural guidelines for the meeting. Thank you, Andrew. Before we proceed with formal business for the meeting, I'd like to note the following: to vote or submit a question during this meeting, you must have accessed the meeting as a stockholder using your 16-digit control number provided with your proxy materials. If you previously submitted a proxy and do not wish to change your vote, your proxy will be voted as previously instructed, and no further action is required to be taken by you. If you have not yet voted or wish to change your vote, you may do so by selecting the "Vote Here" button on the virtual meeting platform. You may vote until I announce that the polls are closed. We ask that stockholders and guests please observe the rules and procedure for this meeting, which are available on the meeting website. A copy of the proxy statement, including the notice of this meeting, along with an affidavit of mailing, will be filed with the official minutes of the meeting. Christopher Woods from American Election Services is the inspector of elections for this meeting and signed the notes, which will be filed with the meeting minutes. We know that this meeting is being recorded. No other recording or retransmission of this meeting is permitted. We kindly ask everyone to respect this. The board of directors fixed the close of business on December 1, 2025, as the record date for determining the stockholders entitled to notice of and to vote at this meeting. As of the record date, there were 54,149,151 shares Class A Common Stock outstanding, each entitled to one vote per share, and 141,500,385 shares Class B Common Stock outstanding, each entitled to 10 votes per share. The inspector of elections has informed me that a majority of the voting power of the outstanding shares of Common Stock entitled to vote at this meeting is present virtually or represented by proxy. Accordingly, we will proceed with the meeting on the assumption that quorum is present, pending final confirmation by the inspector of elections. I will now turn the meeting back over to Andrew Carnie, who will declare the opening of the polls. Thanks, Ben. I now declare the polls open for each proposal to be voted upon at this special meeting. Thank you, Andrew. Each of the Special Committee and the Board of Directors has unanimously recommended that you vote for each of the proposals presented today. The first proposal is to adopt the Agreement and Plan of Merger, which I will refer to as the Merger Agreement, dated as of August 15, 2025, by and among Soho House & Co Inc., Partners LLC, and Merger Sub Inc., and to approve the other transaction agreements and the Letter Agreement Amendment as described in the proxy statement. I'll refer to this proposal as the Merger Proposal. The adoption and approval of the Merger Proposal requires the affirmative votes of holders representing a majority of the voting power of the company's outstanding common stock entitled to vote thereon, and the affirmative votes of holders representing a majority of the votes cast by the company's unaffiliated stockholders, as defined in the proxy statement. The second proposal is to approve the adjournment of the special meeting from time to time to a later date or dates if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement and approve the other transaction agreements and the letter agreement amendment at the time of this special meeting. I'll refer to this proposal as the Adjournment Proposal. Approval of the Adjournment Proposal requires the affirmative votes of holders of a majority of the voting power of the shares of common stock present or represented by proxy at this special meeting and entitled to vote on the matter. However, because the company currently expects that there are already enough votes to approve the merger proposal, the Adjournment Proposal has been rendered moot and will not be voted on at this meeting. Before we close the polls, any stockholder who wishes to vote or change their votes should do so now through the virtual meeting platform. Stockholders who have previously voted by proxy and do not wish to change their votes do not need to do anything. I will pause now for one minute to allow anyone who chooses to vote here to cast their electronic ballot. Now that everyone has had the opportunity to vote, I declare the polls for the special meeting of stockholders of Soho House & Co Inc. to be closed. Thank you, Andrew. The inspector of elections has finished his preliminary tabulations and delivered his preliminary vote report to me. I will now announce the preliminary voting results. Based on the preliminary tabulation provided by the inspector of elections, the company has been advised that stockholders have voted to adopt and approve the merger proposal. These results remain subject to final verification by the Inspector of Elections. The company expects the transaction to close as soon as possible following the completion of such verification, satisfaction, or waiver of the remaining closing conditions set forth in the merger agreement. The company plans to publicly announce the official voting results on the Form 8-K with the SEC, after all verifications have been duly completed. As there is no further formal business, I would like to formally conclude the business portion of this meeting. We will now move to the question-and-answer portion of the meeting. In accordance with the rules and procedures posted on the meeting website, stockholders were permitted to submit up to one question related to the matters presented today through the virtual meeting platform. If any stockholder would like to submit a question related to the business of this special meeting, please do so now through the web portal. If no questions or comments related to the business of the meeting have been received that were not already addressed in the proxy statement and yesterday's Form 8-K, we will proceed to adjourn the meeting. We do not have any additional information beyond that to disclose at this time, and we will provide additional disclosures as appropriate as events develop. As there is no further business to come before the special meeting of stockholders, I hereby declare the special meeting of stockholders of Soho House & Co. Inc, as convened and is now adjourned. Thank you for your participation. That concludes the virtual meeting. You may now disconnect.
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