Playboy Inc

This proposal requests shareholder approval to amend the Company’s Amended & Restated 2021 Equity and Incentive Compensation Plan to add 10,000,000 shares to the plan’s share reserve. Management and the Compensation Committee argue that expanding the share reserve is necessary to continue granting long‑term equity incentives used to attract, retain and motivate executives and other employees while aligning their economic interests with stockholders. The Board reviewed historical equity usage, year-to-date accruals and prospective hiring needs when setting the requested amount, and represents that after the increase the plan would have approximately 10.06 million shares available (about 7.9% on a fully diluted basis as of the record date). The equity increase is presented as an evergreen supplement to existing annual increases and is intended to preserve the Company’s flexibility to issue RSUs, PSUs, options and other awards without adversely impacting cash compensation. Shareholders should note dilution risk inherent in a 10 million share increase relative to the current outstanding base and recent issuance history; the company’s closing stock price on the record date ($1.83) implies a meaningful potential dilution to per‑share metrics depending on grant and exercise practices. The proposal is conditioned only on shareholder approval; no awards have been pre‑approved that depend on this approval. The Board recommends a FOR vote, framing the amendment as essential to sustaining competitive compensation programs and long‑term alignment with shareholders; activists or large holders may evaluate dilution versus retention/packaging needs, and institutional investors will weigh burn rate, plan design, and past governance practices when deciding their vote. In the context of the company’s recent governance and related‑party arrangements, shareholders may also consider whether the Compensation Committee’s independent oversight and usage metrics are sufficient to constrain potential over‑issuance. Approval would increase the available equity pool and maintain management’s ability to grant incentive awards, while rejection would preserve the current share cap and force management to seek alternative retention measures or future shareholder proposals for additional shares.

This non-binding Say-on-Pay proposal asks shareholders to approve the compensation paid to the named executive officers as disclosed in the proxy. Management frames executive pay around four core objectives: attract and retain talent, motivate achievement of corporate goals, reward both short- and long-term performance, and align executives’ financial incentives with stockholder value via equity awards. The Compensation Committee (comprised of independent directors) has retained an independent consultant and makes discretionary decisions on cash bonuses, base salaries, and equity grants; notable features include substantial RSU grants and performance-based elements (PSUs) historically tied to share-price milestones as well as multi-year retention RSU programs. A FOR vote signals investor acceptance of the pay philosophy and specific 2025 outcomes (including bonus payouts tied to revenue and Adjusted EBITDA targets), while a withheld vote or an adverse vote would typically prompt engagement from the Compensation Committee and potential re‑calibration of pay practices. Although advisory, the vote is an important governance feedback mechanism and is reviewed by the Board when setting future compensation; investors often weigh realized pay, pay‑for‑performance alignment and governance safeguards (clawbacks, recoupment policies, and Committee independence) in their determination. Given the company’s mix of cash and equity compensation and recent large equity grants, shareholders may balance retention needs and dilution concerns when assessing whether compensation is reasonable and aligned with long‑term shareholder interests.

The adjournment proposal seeks shareholder authorization to adjourn the Annual Meeting, if necessary, to a later date in order to solicit additional proxies to secure approval of the Incentive Plan Amendment or to obtain a quorum. Management presents this as a procedural safeguard to permit further engagement and outreach if voting against the Incentive Plan Amendment appears likely to prevail at the scheduled meeting time. Granting this authority allows the Company to pause and continue soliciting votes (including re‑soliciting holders who previously voted against the Incentive Plan Amendment) rather than immediately permitting the proposal to fail or terminate business for lack of votes. From a governance perspective, the proposal is common and provides management flexibility but can be perceived negatively if used to override clear shareholder opposition by repeatedly adjourning meetings until a favorable outcome is reached; the filing explicitly acknowledges the potential for such use. Investors evaluating this item will consider board intent, historical use of adjournments, and whether independent engagement and disclosure accompany any adjournment decision. The Board recommends a FOR vote, emphasizing the need for sufficient time to solicit votes and ensure that stockholder views are adequately canvassed before final action. Shareholders should weigh the procedural utility against the potential for perceived entrenchment or dilution of shareholder voting power.