DEF 14A: Playtika Holding Corp. Announces Details for 2024 Annual Stockholders Meeting

Playtika Holding Corp. has scheduled its 2024 Annual Meeting of Stockholders as a virtual event on June 11, 2024, to vote on director elections, auditor ratification, executive compensation, and other business.

Summary

• Playtika Holding Corp. will hold its 2024 Annual Meeting of Stockholders virtually on June 11, 2024, at 9:00 a.m. Pacific Time.
• Stockholders of record as of April 16, 2024, are eligible to vote.
• The meeting will address the election of six director nominees, ratification of the appointment of Kost Forer Gabbay & Kasierer as the independent registered public accounting firm for the year ending December 31, 2024, and a non-binding advisory vote on executive compensation.
• The board recommends voting for all director nominees, ratifying the auditor appointment, and approving the executive compensation.
• The proxy statement and 2023 Annual Report are available on Playtika's website and at www.proxydocs.com/PLTK.
• The Board determined that each of Mr. Beilinson, Ms. Du, Ms. Gross and Mr. Yuan is an independent director as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq.

Sentiment

Score: 7

Explanation: The document is primarily informational, outlining the details of the upcoming annual meeting and related proposals. The sentiment is neutral to slightly positive, reflecting standard corporate governance procedures and a generally positive view of the company's compensation practices.

Positives

• The virtual format of the Annual Meeting is expected to broaden stockholder participation and reduce costs.
• The board is actively engaged in risk oversight, with committees responsible for specific areas such as compensation, accounting, and corporate governance.
• The company has adopted a clawback policy to recover erroneously paid incentive compensation.
• Stock ownership guidelines are in place for executive officers to align their interests with those of stockholders.
• The Compensation Committee believes that the Companys 2023 executive compensation program effectively balanced shareholder alignment, performance-based pay, retention and the fulfillment of the Companys obligations under existing employment and other agreements.
• Our executive compensation program received the support of approximately 90% of the total votes cast at our 2023 Annual Meeting.

Negatives

• The company is a controlled company under Nasdaq rules, although it does not currently utilize exemptions available to controlled companies.
• For 2023, based on our revenue growth performance, the PSUs eligible to vest based on 2023 performance were forfeited (other than the 25 PSUs that vested for our executives in Israel, as required by Israeli law).

Risks

• The division of the board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.
• Forward-looking statements are subject to risks, uncertainties, and assumptions, and actual results may differ materially.

Future Outlook

The company expects its next Say-on-Pay Proposal will be conducted at its annual meeting in 2025.

Management Comments

• Robert Antokol, Chief Executive Officer and Chairperson of the Board, invites stockholders to attend the virtual Annual Meeting.
• The Board believes that the virtual format for the Annual Meeting will provide the opportunity for participation by a broader group of our stockholders, while reducing the costs associated with planning, holding, and arranging logistics for in-person meeting proceedings.

Industry Context

The document does not provide specific details on how this announcement relates to broader industry trends or competitors beyond the peer group used for compensation benchmarking.

Comparison to Industry Standards

• The peer group identified for compensation benchmarking includes companies such as Activision Blizzard, Electronic Arts, and Take-Two Interactive Software, which are major players in the gaming industry.
• The selection criteria for the peer group included market capitalization, sector, revenue growth, TTM revenue, and geographic location, ensuring a relevant comparison for compensation purposes.
• The document mentions that the Compensation Committee reviews peer group data to ensure compensation programs are competitive and fair.

Related Party Transactions

• The company is party to an equity plan stockholders agreement with its controlling stockholder and certain management members, providing for piggyback registration rights.
• The Chief Executive Officer's brother-in-law is employed by a subsidiary, with compensation consistent with similar positions.

Stakeholder Impact

• Shareholders are encouraged to participate in the virtual Annual Meeting and vote on key proposals.
• The virtual format aims to enhance stockholder access and participation.
• Executive compensation decisions are influenced by stakeholder feedback and aim to align with long-term shareholder value creation.

Next Steps

• Stockholders are encouraged to vote by telephone, internet, or mail.
• Stockholders can register in advance to attend and vote at the virtual Annual Meeting.
• The Board will consider the results of the advisory vote on executive compensation in future compensation decisions.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Directors, Executive Compensation, Auditor, Voting, Playtika