DEF: Playtika Holding Corp. Announces Details for 2025 Annual Stockholders Meeting

Playtika Holding Corp. will hold its 2025 Annual Meeting of Stockholders virtually on June 12, 2025, to vote on director elections, auditor ratification, executive compensation, and other business.

Summary

• Playtika Holding Corp. is soliciting proxies for its 2025 Annual Meeting of Stockholders, which will be held virtually on June 12, 2025.
• Stockholders of record as of April 17, 2025, 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, 2025, 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 details the compensation of named executive officers, including base salaries, bonuses, equity awards, and participation in the 2021-2024 Retention Plan, which expired on December 31, 2024.
• The company's 2024 Retention Plan Adjusted EBITDA was $850.6 million.
• New equity awards were granted in December 2024, consisting of performance stock units (PSUs) and time-based restricted stock units (RSUs).
• The company maintains stock ownership guidelines for executive officers.
• The proxy statement also discusses related party transactions, security ownership, and audit-related matters.

Sentiment

Score: 7

Explanation: The document is primarily informational, detailing the upcoming annual meeting and related proposals. While there are some negative aspects, such as the forfeiture of certain PSUs, the overall tone is neutral and focused on corporate governance and compliance.

Positives

• The company is committed to aligning executive compensation with long-term stockholder value creation.
• The company has robust stock ownership guidelines for executive officers.
• The company has adopted a clawback policy for certain erroneously paid incentive compensation.
• The Board has an active role in overseeing the management of the company's risks.
• The company has a written code of business conduct and ethics that applies to its directors, officers and employees.

Negatives

• The 2022 PSUs eligible to vest based on 2024 performance were forfeited due to revenue growth performance, other than the 25 PSUs that vested for 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 about Playtika, and future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements.

Future Outlook

The Compensation Committee intends to set target total cash compensation generally around the 75th percentile of the peer group and total direct compensation which also includes annualized long-term incentive equity grants generally between the 50th and 75th percentiles of the peer group.

Management Comments

• 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.
• The Compensation Committee believes that the Companys 2024 executive compensation program effectively balanced shareholder alignment, performance-based pay, retention and the fulfillment of the Companys obligations under existing employment and other agreements.

Industry Context

The document provides information on Playtika's corporate governance, executive compensation, and related matters, which are common topics in proxy statements for publicly traded companies. The peer group analysis helps to benchmark Playtika's compensation practices against similar companies in the industry.

Comparison to Industry Standards

• The document mentions a peer group of companies used for benchmarking executive compensation, including AMC Networks Inc., Match Group, Inc., AppLovin Corporation, Pinterest, Inc., CyberArk Software Ltd., Roku, Inc., DraftKings Inc., Take-Two Interactive Software, Inc., Electronic Arts Inc., Xperi Holding, IAC/InterActiveCorp, Ziff Davis, Inc., and Light & Wonder, Inc.
• The Compensation Committee intends to set target total cash compensation generally around the 75th percentile of the peer group and total direct compensation which also includes annualized long-term incentive equity grants generally between the 50th and 75th percentiles of the peer group.
• The document also mentions that the company maintains stock ownership guidelines for executive officers, which is a common practice among publicly traded companies to align the interests of executives with those of shareholders.

Related Party Transactions

• The company is party to an equity plan stockholders agreement with its controlling stockholder and certain other parties, which provides for certain piggyback registration rights and an irrevocable proxy to Giant Network Group Co., Ltd.
• The Chief Executive Officer and Chairperson of the Board's brother-in-law is employed under an employment agreement with the company's subsidiary, Playtika Ltd.

Stakeholder Impact

• The document outlines proposals that directly impact shareholders, including the election of directors and the approval of executive compensation.
• The document also provides information on the company's corporate governance practices, which are important to stakeholders.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its 2025 Annual Meeting of Stockholders on June 12, 2025.
• The Compensation Committee will continue to review comparable company data from time to time in connection with setting the compensation we offer our named executive officers to help ensure that our compensation programs are competitive and fair.

Key Dates

Keywords

proxy statement, annual meeting, executive compensation, directors, auditor, stockholders, governance, Playtika