DEF 14A: Venu Holding Corp. Seeks Shareholder Nod for Equity Plan Boost

Venu Holding Corporation invites shareholders to its Annual Meeting on October 28, 2025, to vote on director elections, a significant increase in its equity incentive plan shares, and auditor ratification.

Summary

• The Annual Meeting of Shareholders will be held on Tuesday, October 28, 2025, at 4:00 p.m. Mountain Daylight Time in Colorado Springs.
• Shareholders will vote on the election of seven director nominees, an amendment to increase shares reserved under the 2023 Omnibus Incentive Compensation Plan, and the ratification of Grassi & Co., CPAs, P.C. as the independent auditor for fiscal year 2025.
• As of September 3, 2025, there were 43,186,232 shares of Common Stock issued and outstanding, held by approximately 524 shareholders of record.
• The proposal seeks to increase the number of shares reserved for issuance under the Omnibus Incentive Compensation Plan from 2,500,000 shares to 7,500,000 shares, as no shares were available for new grants as of September 3, 2025.
• Audit Fees paid to Grassi & Co., CPAs, P.C. were $462,375 for 2024 and $256,875 for 2023, with total fees (including audit-related) of $605,531 for 2024 and $256,875 for 2023.
• CEO JW Roth's total compensation for 2024 was $881,064, including a $428,378 salary and $368,460 in option awards.
• CFO Heather Atkinson's total compensation for 2024 was $614,661, including a $255,301 salary and $295,262 in option awards.
• JW Roth beneficially owns 13,023,250 shares, representing 30.2% of the Common Stock.
• Kevin O'Neil beneficially owns 4,498,505 shares, representing 10.4% of the Common Stock.
• The Company entered into a purchase and sale agreement on April 7, 2025, to acquire land in Centennial, Colorado, for $13,000,000 from Old Mill, LLC, a related party.
• In February, April, and May 2025, Kevin O'Neil extended $15.0 million in convertible promissory notes to the Company, which were converted into 1,542,367 shares of Common Stock on June 22, 2025.

Sentiment

Score: 7

Explanation: The filing outlines standard corporate governance procedures and a strategic move to expand the equity incentive plan, which is positive for talent retention and growth. Management expresses pride in the company's success and expansion. However, there are minor compliance issues (late Form 3 filings) and significant related-party transactions, including personal guarantees of company debt by the CEO, which introduce some complexity. The capital raise via convertible notes and subsequent conversion indicates a need for funding that was met.

Positives

• The Company reported success as a new public entity during a year of market turbulence, highlighting momentous partnerships and expansion into new states with state-of-the-art entertainment destinations.
• The Board is committed to sound corporate governance practices, a robust corporate ethics policy, and equipping the Board and executive team for long-term shareholder benefit and sustainability.
• All Audit, Compensation, and Nominating and Corporate Governance Committees are composed solely of independent directors, enhancing oversight and accountability.
• The Company established a defined contribution plan for employees aged 21 and older who have completed six months of service, with a 100% matching contribution on the first 5% contributed.

Negatives

• As of September 3, 2025, there were no shares available for new grants under the 2023 Omnibus Incentive Compensation Plan, limiting the Company's ability to grant future equity awards.
• If the proposed Plan Amendment is not approved, the Board believes the Company will be at a significant disadvantage in using equity as part of its compensation program compared to industry competitors.
• Company insiders, including directors and executive officers, filed their initial ownership reports (Form 3) late on December 5, 2024, after the IPO registration statement became effective on November 12, 2024.

Risks

• The Company faces risks associated with its ability to attract and retain talent if the proposed increase in the equity incentive plan shares is not approved, potentially putting it at a significant disadvantage compared to competitors.
• JW Roth, the Chairman and CEO, personally guarantees a substantial amount of the Company's bank debt and promissory notes, totaling $17,982,907, and the $25,000,000 McKinney Note, exposing him to significant personal financial risk tied to the Company's performance.
• The Company's reliance on related-party transactions for property leases, brand licensing, and debt guarantees introduces potential conflicts of interest and financial dependencies.

Future Outlook

The Company expects to continue experiencing growth in personnel as it progresses its business. If the proposed Plan Amendment to increase equity incentive shares is not approved, the Board believes the Company will be unable to successfully use equity as part of its compensation program, potentially putting it at a significant disadvantage. In such a scenario, the Company would consider other means of compensating its officers, directors, and key personnel. The Board would also consider an alternative auditor appointment for the succeeding fiscal year if shareholder ratification for Grassi & Co. is not obtained.

Management Comments

• "I am proud of our Company's success as a new public company during a year of market turbulence, of our momentous partnerships with brands that deliver value to both our shareholders and our concertgoers, and of VENU's expansion into new states where we are developing state-of-the-art destinations that blend world-class music, fine dining, and exceptional hospitality." JW Roth, Chairman and Chief Executive Officer.
• "Your trust in our team and belief in our vision for reinventing the live-music experience are invaluable. On behalf of our Board of Directors and our executive leadership team, thanks a million for your continued support of and investment in VENU and for making VENU the stock that rocks." JW Roth, Chairman and Chief Executive Officer.
• The Board believes that combining the roles of Chairman and CEO enhances accountability and promotes unified leadership.
• The Board believes that the composition of the Board and the very active involvement by the independent directors create a Board culture that is effective and promotes the consideration of the varied views of all of the directors of the Company.

Industry Context

Venu Holding Corporation operates in the live music and entertainment industry, aiming to redefine fan experiences through luxury entertainment and hospitality destinations. The company's strategy involves developing state-of-the-art venues that integrate world-class music, fine dining, and exceptional hospitality. This positions Venu within a competitive landscape where attracting and retaining talent, particularly through equity compensation, is a common practice among industry competitors.

Comparison to Industry Standards

• The Company notes that most of its industry competitors utilize equity as part of their compensation programs, indicating that Venu's proposed increase in its Omnibus Incentive Compensation Plan is a move to align with industry standards for talent attraction and retention.

Management Changes

Corporate Governance

Related Party Transactions

• Venu leases properties from Hospitality Income & Asset, LLC (HIA), a majority-owned subsidiary, for its Colorado Springs venues. JW Roth is the founder and manager of HIA, and Heather Atkinson is its Treasurer. Lease payments totaled $574,303 in 2024 and $574,300 in 2023.
• 13141 Notes, LLC leases property from 13141 BP, LLC (a wholly owned subsidiary of Venu since June 2024). JW Roth is the founder and manager of 13141 BP. Lease payments totaled $124,180 in 2024 (until June 30, 2024), with an additional $97,452 for common area maintenance.
• Venu owns 2.0% of Roth Industries, LLC. JW Roth is the founder and Chairman (approx. 20% interest), Mitchell Roth is CEO and President (approx. 10% interest), and Heather Atkinson is Treasurer and a director. Robert Mudd and Steve Cominsky also hold less than 1% interest each.
• Venu licensed the Bourbon Brothers brand to Roth Premium Foods, LLC (a Roth Industries subsidiary) for grocery products. Venu received $12,500 in 2024 and $125,000 in 2023, with $107,500 in receivables as of December 31, 2024.
• Venu redeemed 100,000 shares of Common Stock from Roth Industries, LLC for $500,000 on August 12, 2024.
• Robert Mudd and JW Roth are co-managers and members of GA HIA, LLC, which owns approximately 65% of the land and buildings for Venu's Georgia venues. Matt Craddock, a director, has an indirect right to a portion of net rents through his interests in Old Mill, LLC (30%) and a trust (5%).
• Venu and JW Roth guarantee Venu's and its subsidiaries' debt. JW Roth personally guarantees $17,982,907 principal amount of debt, receiving a 1% annual personal guarantee fee ($146,919 in 2024, $109,794 in 2023).
• JW Roth and another minority shareholder (Guarantors) personally guarantee a $10,000,000 promissory note, splitting a 1% guarantee fee ($100,000 total) and receiving a three-year warrant to purchase 500,000 shares each.
• JW Roth and another Guarantor personally guarantee the $25,000,000 McKinney Note. JW Roth received a five-year option to purchase 1,250,000 shares at $10.00 per share on January 14, 2025, for this guarantee.
• Upon Venu's receipt of interest payments from the McKinney Economic Development Corporation (MEDC) on a $10,000,000 deposit, Venu will make corresponding payments equal to half of each interest payment to each of the Guarantors.
• On April 7, 2025, the Company entered into an agreement to acquire land in Centennial, Colorado, for $13,000,000 from Old Mill, LLC. Matt Craddock, a director, is a manager and minority member of Old Mill with an approximate 19% indirect ownership interest.
• In January 2024, the Company issued a promissory note to KWO, LLC, owned and controlled by Kevin O'Neil (a >5% shareholder), who also guaranteed certain Company debt obligations.
• In February, April, and May 2025, Kevin O'Neil (through KWO, LLC) extended $15.0 million in convertible promissory notes to the Company, which were converted into 1,542,367 shares of Common Stock on June 22, 2025.

Stakeholder Impact

• **Shareholders**: Will directly influence corporate governance through voting on director elections, the equity incentive plan, and auditor ratification. They face potential dilution from the proposed increase in equity plan shares and the recent conversion of promissory notes into common stock. They also benefit from the company's growth and strategic partnerships.
• **Employees**: Stand to benefit from the Company's defined contribution plan with matching contributions and the proposed expansion of the equity incentive plan, which aims to enhance talent attraction and retention through equity awards.
• **Management/Directors**: Executive officers and directors receive significant compensation, including base salaries, bonuses, and substantial equity awards. The CEO, JW Roth, also bears considerable personal financial risk through guarantees of company debt.
• **Customers/Concertgoers**: The Company's focus on 'redefining how fans experience live music' and developing 'state-of-the-art destinations' suggests a positive impact on the quality and exclusivity of entertainment offerings.
• **Creditors**: The Company's debt structure, including significant personal guarantees by the CEO, impacts creditors by providing additional security but also highlights the extent of related-party financial arrangements.

Next Steps

• Shareholders are encouraged to promptly vote their shares online, by telephone, or by mail for the Annual Meeting on October 28, 2025.
• Shareholders will vote on the election of seven director nominees, the amendment to increase shares reserved under the 2023 Omnibus Incentive Compensation Plan, and the ratification of Grassi & Co., CPAs, P.C. as the independent auditor.
• If the Plan Amendment is approved, the Company intends to continue administering the Plan and granting equity awards to employees, directors, and consultants.
• If the Plan Amendment is not approved, the Company will consider other means of compensating its officers, directors, and key personnel.
• If shareholder ratification of the auditor is not obtained, the Board would consider an alternative appointment for the succeeding fiscal year.
• The Company will proceed with the construction of The Sunset McKinney, with the $10,000,000 deposit to be returned upon issuance of a certificate of occupancy.
• The Company will complete the acquisition of land in Centennial, Colorado, for $13,000,000 from Old Mill, LLC.

Key Dates

Recommendation

The company is actively growing its business in the live music and entertainment sector, as evidenced by its expansion into new states and focus on premium destinations. The proposal to significantly increase the shares available for the equity incentive plan is a necessary step to attract and retain key talent, which is vital for a growth-oriented company. However, the filing reveals a high degree of related-party transactions, including the CEO's substantial personal guarantees on company debt, which could be perceived as a governance concern or a concentration of risk. The late filing of initial ownership reports by insiders also points to minor compliance weaknesses. Given these mixed signals – strategic growth initiatives alongside notable related-party dealings and compliance hiccups – a seasoned investor would likely adopt a "hold" strategy. This allows for continued observation of the company's execution on its growth plans, its ability to manage and potentially reduce related-party complexities, and its ongoing commitment to robust corporate governance, before making a more definitive investment decision.

Keywords

Venu Holding Corporation, SEC Filing, Proxy Statement, Annual Meeting, Shareholder Vote, Director Election, Equity Incentive Plan, Executive Compensation, Corporate Governance, Auditor Ratification, Live Music, Entertainment, Hospitality, Real Estate, Related Party Transactions