DEF: Emerald Holding, Inc. Announces 2025 Annual Meeting of Stockholders

Emerald Holding, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on May 21, 2025, to vote on director re-election and auditor ratification.

Summary

• Emerald Holding, Inc. is holding its 2025 Annual Meeting of Stockholders virtually on May 21, 2025.
• Stockholders will vote on the re-election of three Class II directors and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2025.
• The Board recommends voting FOR the re-election of the directors and FOR the ratification of the accounting firm.
• The record date for stockholders entitled to vote at the meeting is March 31, 2025.
• Proxy materials are available online, and a notice of internet availability was mailed to stockholders on or about April 7, 2025.
• Emerald is a controlled company because Onex owns 92.4% of the outstanding common stock as of March 31, 2025, with 184,520,200 shares.
• The company's Adjusted EBITDA for 2024 was $101.7 million.
• The company's Adjusted EBITDA excluding event cancellation insurance proceeds was $100.2 million.

Sentiment

Score: 7

Explanation: The document is neutral in tone, providing necessary information for the annual meeting. The company is well established and the document is well written.

Positives

• The Board is recommending a vote FOR all nominees and FOR Proposal 2.
• The company has adopted stock ownership guidelines for its directors and certain executive officers to align their interests with those of other stockholders.
• The company has a securities trading policy that prohibits directors and executive officers from hedging or pledging company stock.

Negatives

• Onex owns a majority of the outstanding common stock, making Emerald a controlled company and reducing certain corporate governance requirements.
• The Compensation Committee did not fund a bonus pool in respect of 2024 due to performance below the Adjusted EBITDA target.

Risks

• As a controlled company, Emerald is exempt from certain corporate governance requirements of the New York Stock Exchange, which could potentially reduce the level of independent oversight.
• The company's performance-based compensation is tied to Adjusted EBITDA, which is a non-GAAP measure and may not accurately reflect the company's financial performance.
• The company's business is subject to various risks, including economic conditions, industry trends, and competition.

Future Outlook

The document does not contain specific forward-looking statements or guidance beyond the planned activities for the Annual Meeting.

Management Comments

• Herv Sedky, President and CEO, thanks stockholders for their continued support and interest in Emerald Holding, Inc.

Industry Context

Emerald operates in the business-to-business event organization industry, competing with other event organizers and facing challenges from digital alternatives to face-to-face events.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards.
• However, it mentions that Emerald's trade show events typically hold market-leading positions within their respective industry verticals.
• Comparable companies in the event organization industry include Informa, RX Global (RELX), and Clarion Events.
• Assessing Emerald's performance against these companies would require analyzing metrics such as revenue growth, profitability, and market share.

Related Party Transactions

• Various Onex entities and certain members of our management and our Board who had invested in our common stock entered into a stockholders agreement, dated July 19, 2013, with respect to such investment (the Stockholders Agreement).
• We, Onex and certain of our executive officers also entered into a registration rights agreement dated July 19, 2013, as amended, in connection with the Onex Acquisition.
• On June 10, 2020, we entered into an investment agreement (the Investment Agreement) with Onex Partners V LP (Onex Partners V), pursuant to which we agreed to (i) issue to an affiliate of Onex Partners V, in a private placement transaction (the Initial Private Placement), 47,058,332 shares of Series A Preferred Stock for a purchase price of $5.60 per share and (ii) effect a rights offering to holders of our outstanding common stock of one non-transferable subscription right for each share of the our common stock held, with each right entitling the holder to purchase one share of Series A Preferred Stock at the Series A Price per share.
• As part of the transactions contemplated by the Investment Agreement, certain Onex affiliates entered into letter agreements with the Company (the Stockholder Letter Agreements) pursuant to which Onex agreed that, until the date on which (x) Onex beneficially owns less than 20% of the Companys total outstanding common stock on an as-converted basis and (y) there are no representatives of Onex serving as directors on the Companys Board, Onex will not, without the consent of a majority of Unaffiliated Directors or a committee of Unaffiliated Directors, (i) acquire any common stock or other equity securities of the Company (subject to certain customary exceptions), (ii) propose, commence or participate in any merger, acquisition, tender offer, exchange offer, asset sale transaction or other business combination involving the Company or (iii) propose or support a deregistration under the Securities Exchange Act of 1934 or the delisting of the Companys common stock from the New York Stock Exchange.
• In January 2018, Onex acquired a majority interest in SMG Holdings, Inc. (SMG), a global manager of convention centers, stadiums, arenas, theaters, performing arts centers and other venues.
• In 2019, Onex affiliates invested approximately $750 million in Convex Group Limited (Convex), a specialty property and casualty insurance company.

Stakeholder Impact

• Shareholders are asked to vote on key proposals that will impact the company's governance and financial performance.
• Employees are affected by executive compensation decisions and benefit plans.
• The company's performance impacts its ability to serve customers and partners in the events industry.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will announce the preliminary voting results during the live webcast of the Annual Meeting.
• The company will publish voting results in a current report on Form 8-K filed with the SEC.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Board of Directors, Emerald Holding, Corporate Governance, Director Election, Auditor Ratification, Executive Compensation, Onex, Adjusted EBITDA