−Removed: Unless the context otherwise requires, references in this Form 10-K to “Vivid Seats,”
+Added: Unless the context otherwise requires, references in this Form 10-K to “VSI,”
“we,”
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We believe in the power of shared experiences to connect people with live events delivering some of life’s most exciting moments.
−Removed: We are relentless about finding ways to make event discovery and ticket purchasing easy, fun, exciting and stress-free.
+Added: We are relentless about finding ways to make event discovery and ticket purchasing easy, exciting and stress-free.
Our platform provides ticket buyers and sellers with an easy-to-use, trusted marketplace experience, ensuring fans can attend live events and create new memories.
We operate a technology platform and marketplace that enables ticket buyers to easily discover and purchase tickets from ticket sellers while enabling ticket sellers to seamlessly manage their operations.
−Removed: To generate ticket sales, drive traffic to our website and mobile applications, and build brand recognition, we have mutually beneficial partnerships with a number of content rights holders, media partners, product and service partners and distribution partners.
−Removed: Our platform is built on years of customer transactional and engagement data that provides us with deep insights into how to best connect ticket buyers with the experiences they seek.
+Added: To generate ticket sales, drive traffic to our website and mobile applications, and build brand recognition, we have mutually beneficial partnerships with media partners, product and service partners, distribution partners and content rights holders such as teams, leagues and venues.
+Added: To attract and retain sellers, we offer a variety of products and services that allow their businesses to thrive.
+Added: Our platform is built on years of transactional and engagement data that provides us with deep insights into how to best connect ticket buyers with the experiences they seek.
We understand the feeling of anticipation as the start of an event approaches and work diligently to enable fans to experience as many of these moments as possible.
−Removed: We seek to provide enriching customer engagement opportunities with personalized recommendations, engaging discovery options, a streamlined shopping experience and our Vivid Seats Rewards program, which allows ticket buyers to earn Reward Credits to spend on future orders and experience even more of their favorite events.
+Added: We seek to provide enriching customer engagement opportunities with personalized recommendations, engaging discovery options, a streamlined shopping experience and a differentiated value proposition through competitively priced tickets and loyalty rewards.
+Added: Our Vivid Seats Rewards program allows ticket buyers to earn Reward Credits to spend on future orders and experience even more of their favorite events.
In December 2021, we acquired Betcha Sports, Inc.
(“Betcha”), a real money daily fantasy sports app with social and gamification features.
−Removed: Betcha provides an adjacent opportunity for us to extend our marketplace technology into the daily fantasy sports gaming sector, in which we believe many of our buyers will increasingly engage.
−Removed: Betcha's intuitive and simple-to-use interface allows both casual and super fans multiple ways to enjoy the action of their favorite sports.
−Removed: Betcha also brings unique social elements that allow fans and friends to play and win together.
+Added: In August 2022, we rebranded Betcha as Vivid Picks, LLC (“Vivid Picks”) and integrated the product into our ecosystem.
+Added: We leverage the natural overlap between sports fans who play fantasy and sports fans who buy tickets.
+Added: We also learn more about our customer preferences, and foster engagement between ticketing transactions.
+Added: Within the Vivid Picks app, users are able to place entries and engage socially, as well as browse, discover, and buy tickets to events.
+Added: As a two-sided marketplace, our customer base includes both ticket buyers and ticket sellers, as well as Vivid Picks daily fantasy sports users.
Our Business Model
We operate our business in two segments, Marketplace and Resale.
−Removed: Through our Marketplace segment, we act as an intermediary between event ticket buyers and ticket sellers.
−Removed: We earn revenue from processing ticket sales on our website and mobile applications and sales initiated through our numerous distribution partners.
−Removed: Using our online platform, we process customer payments, coordinate ticket deliveries, and provide customer service to both our ticket buyers and sellers.
−Removed: A key component of our platform is Skybox, a proprietary enterprise resource planning tool used by many of our ticket sellers.
−Removed: Skybox is a free-to-use system that helps ticket sellers manage ticket inventories, adjust pricing, and fulfill orders across multiple ticket resale marketplaces.
+Added: In our Marketplace segment, we act as an intermediary between ticket buyers and sellers through which we earn revenue from processing ticket sales on our website and mobile applications and sales initiated through our numerous distribution partners.
+Added: Our Marketplace segment also includes our daily fantasy sports offering, where users partake in contests by making picks from a variety of sport and player matchups.
+Added: Using our online platform, customers are able to make payments, deposits and withdrawals, and we coordinate ticket deliveries, and provide customer service to our ticket buyers and sellers and daily fantasy sports users.
+Added: We do not hold ticket inventory in our Marketplace segment.
We primarily earn revenue from service and delivery fees charged to ticket buyers.
We also earn referral fee revenue by offering event ticket insurance to ticket buyers, using a third-party insurance provider.
−Removed: We do not hold ticket inventory in the Marketplace segment.
−Removed: We incur costs for developing and maintaining our platform, providing back-office and customer support to ticket buyers and sellers, processing payments, and shipping tickets.
−Removed: We also incur substantial marketing costs, primarily related to online advertising, which we expect to increase over time as we grow and scale the business.
−Removed: The tickets we sell through our Marketplace segment are diversified across sports, concerts and theater.
−Removed: A diversified mix across these three major categories broadens our opportunities, limits exposure to any particular category, and reduces seasonal variation in volumes.
+Added: The revenue we earn from our daily fantasy sports offering is the difference between cash entry fees collected and cash amounts paid out to users for winning picks, less customer promotions and incentives in a period.
+Added: We incur costs for developing and maintaining our platform, providing back-office and customer support to ticket buyers, sellers and daily fantasy sports users, facilitating payments and shipping non-electronic tickets.
+Added: We also incur substantial marketing costs, primarily related to online advertising.
+Added: A key component of our platform is Skybox, a proprietary enterprise resource planning (“ERP”) tool used by the majority of our ticket sellers.
+Added: Skybox is a free-to-use system that helps ticket sellers manage ticket inventories, adjust pricing, and fulfill orders across multiple ticket resale marketplaces.
+Added: Professional ticket sellers use an ERP to manage their operations and Skybox is their most widely adopted ERP.
+Added: The tickets we sell through our Marketplace segment are diversified across event categories including sports, concerts and theater.
+Added: A diversified mix across these three major categories broadens our opportunities, limits exposure to any particular category, and reduces seasonal variation in order volumes.
Within each of these categories, there are a broad range of productions that provide further diversification:
−Removed: The sports category includes four major professional leagues (MLB, NFL, NBA and NHL) and college sports as well as a wide variety of other sporting activities including golf, car racing, rodeo, boxing, and mixed martial arts.
+Added: The sports category includes the four major professional leagues (MLB, NFL, NBA and NHL), college sports and a wide variety of other sporting activities including soccer, racing and minor league baseball.
The concert category includes musical acts across a broad range of genres touring across major venues, small venues, and music festivals.
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In our Resale segment, we acquire tickets to resell on secondary ticket marketplaces, including our own.
−Removed: Our Resale segment also provides internal research and development support for Skybox and our ongoing efforts to deliver best in class seller software and tools.
+Added: Our Resale segment also provides internal research and development support for Skybox and our ongoing efforts to deliver industry-leading seller software and tools.
Our Growth Strategies
+Added: New Customer Acquisition via Performance Marketing
+Added: Fans interested in attending live events frequently utilize internet search engines to browse tickets.
+Added: With our proprietary digital marketing technology and real-time first-party data, we have historically captured customer search traffic within reasonable customer acquisition cost thresholds.
+Added: We will continue to hone our performance marketing algorithms, test new performance marketing channels and invest to acquire new customers where we identify positive lifetime value.
Increase Our Brand Awareness and Affinity
−Removed: We want Vivid Seats to be the destination ticketing marketplace buyers and sellers consider when searching for, purchasing and selling event tickets.
+Added: We want Vivid Seats to be the go-to ticketing marketplace for buyers and sellers when searching for, purchasing and selling event tickets.
We seek to offer the best value to ticket buyers and sellers in the secondary ticketing market and want to amplify our message to maximize awareness of what differentiates our offerings.
−Removed: We believe we differentiate from competitors by offering extensive breadth and depth of ticket listings at a competitive value.
−Removed: Our Vivid Seats Rewards program allows ticket buyers to earn Reward Credits to spend on future orders.
−Removed: We provide a reliable and secure experience for ticket buyers through our award-winning customer service and our 100% Buyer Guarantee designed to give our ticket buyers peace of mind.
−Removed: Our customer service provides full-service customer care, safe and secure transactions, and valid tickets delivered before the event while our Buyer Guarantee provides compensation for cancelled events.
−Removed: Live event tickets are often a significant purchase and the more customers understand our value proposition, appreciate that we are a trusted marketplace, develop an affinity for our brand, and interact with our technology, the more transactions we expect to complete.
+Added: We differentiate ourselves from competitors by offering an extensive breadth and depth of ticket listings at a competitive value.
+Added: Our Vivid Seats Rewards program allows ticket buyers to earn Reward Credits to spend on future orders, enhancing our value proposition, and also surprises and delights buyers with other perks and upgrades.
+Added: Our most recent brand campaign connects Vivid Seats with the number 11 and drives awareness of the key tenet of our Vivid Seats Rewards program, the free 11 th ticket.
+Added: We offer a reliable and secure experience for ticket buyers.
+Added: We provide our buyers with award-winning customer service and a 100% buyer guarantee.
+Added: Our 100% buyer guarantee provides full-service customer care, safe and secure transactions and valid tickets, which are delivered before the event.
+Added: Our ticket buyers receive compensation for late delivery of tickets and cancelled events.
+Added: Live event tickets are often a significant purchase.
+Added: The more customers understand our value proposition, appreciate that we are a trusted marketplace, develop an affinity for our brand, and interact with our platform, the more transactions we expect to complete.
+Added: Increase Customer Retention
+Added: Once customers transact with us, many return and complete additional transactions.
+Added: We seek to increase both the number and frequency of these repeat customer visits and transactions by having ticket buyers view us as their ticketing platform of choice.
+Added: The combination of our Vivid Seats Rewards program, increasing brand awareness and ongoing product improvements will drive a more personalized and engaging experience and will result in greater affinity towards our marketplace.
+Added: As ticket buyers gain a full appreciation of our value proposition relative to other ticketing marketplaces, we anticipate they will increasingly choose us over other marketplaces and make purchases more frequently.
+Added: We typically incur lower marketing costs from repeat customers that go directly to our website and mobile application to browse and place orders.
Increase Customer Engagement
We want to connect with our customers and we want our customers to connect with us.
−Removed: We aim to close the awareness gap to ensure that fans know when their favorite artists or sports teams are performing or playing near them.
−Removed: Accordingly, we strive to improve the discovery process to help fans attend more of their favorite events.
+Added: Such engagement allows us to know our customers better, fosters brand affinity and ultimately drives higher repeat purchase activity.
+Added: We aim to close the awareness gap to ensure that our ticket buyers know when their favorite artists or sports teams are performing or playing near them.
+Added: Accordingly, we strive to improve the discovery process to help our ticket buyers attend more of their favorite events.
We provide customized content to our customers to enhance their experience while driving continued engagement.
−Removed: We provide a broad selection of competitively priced tickets and we provide access to live stream performances, blog content, and industry news.
−Removed: We also provide personalized recommendations to our ticket buyers.
−Removed: In December 2021, we acquired Betcha, a real money daily fantasy sports app, with social and gamification features.
−Removed: We completed this acquisition to enhance our connection with our customers by providing adjacent features and unique experiences alongside our ticketing marketplace that will enable more frequent engagement.
−Removed: Increase Customer Retention
−Removed: Once customers transact with Vivid Seats, many return and complete additional transactions.
−Removed: We seek to increase both the number and frequency of these repeat customer visits and transactions by having ticket buyers view us as their ticketing platform of choice.
−Removed: We believe the combination of our Vivid Seats Rewards program, increasing brand awareness and ongoing product improvements will drive a more personalized and engaging experience and will
−Removed: result in greater affinity towards our marketplace.
−Removed: As ticket buyers gain a full appreciation of our value proposition relative to other ticketing marketplaces, we anticipate they will increasingly visit our website and mobile applications to complete more transactions with us.
+Added: We provide a broad selection of competitively priced tickets and personalized recommendations, blog content, and industry news.
+Added: Additionally, with Vivid Picks we provide an adjacent opportunity for our sports fans to partake in a fun, interactive gamification experience where they can play and win real money.
Develop Additional Seller Tools and Services
2 unchanged sentences
We have a proud history of innovating to support our ticket sellers and continue to develop additional tools and service offerings that address existing problems or add efficiency to the sales and fulfillment process.
−Removed: As we increase the quality and depth of our seller tools, we will attract additional sellers and listings to our platform, reinforce our existing seller relationships and reduce friction.
+Added: As we increase the quality and depth of our seller tools and service offerings, we will attract additional sellers and listings to our platform, reinforce our existing seller relationships and help sellers improve the efficiency of their business processes.
We anticipate this will result in more transactions in our marketplace.
3 unchanged sentences
Our partner ecosystem includes:
−Removed: Content Rights Holders (“CRH”) .
−Removed: Teams, leagues and venues engage with us in partnerships in which we receive certain marketing or advertising rights in exchange for a monetary commitment.
−Removed: We may also receive ticket allotments, or the right to purchase tickets, from CRH partners.
Media Partners .
We have partnered with well-known media companies to integrate our branding, promotions and links to allow their users to access and purchase tickets from us.
−Removed: We broaden our reach by working with media partners and we enhance their users' experiences by providing a wide variety of tickets at competitive prices.
+Added: By working with media partners, we broaden our reach and cultivate brand awareness with high-value live event fans.
+Added: We enhance their users' experiences by providing a wide variety of tickets at competitive prices.
Our partnership with ESPN, for example, exposes our tickets sellers’
−Removed: inventory to new audiences who are interested in attending a variety of live sporting events.
+Added: inventory to new audiences with high interest in attending a variety of live sporting events.
Product and Service Partners .
We partner with providers of related products and services when they are additive to our customers' experiences.
−Removed: For example, we offer ticket buyers the option to purchase ticket insurance and are exploring several relevant adjacencies that we anticipate will be additive to the customer experience.
+Added: For example, we offer ticket buyers the option to purchase ticket insurance and are exploring several relevant adjacencies that seek to add value to the customer experience.
Distribution Partners .
We allow our distribution partners to offer event tickets to their existing customers by leveraging our technology, fulfillment and customer service capabilities.
+Added: Content Rights Holders Partners .
+Added: Teams, leagues and venues engage with us in partnerships in which we receive certain marketing or advertising rights in exchange for a monetary commitment.
+Added: We may also receive ticket allotments, or the right to purchase tickets, from these partners.
We will continue to seek out mutually beneficial partnerships in our existing ecosystem and other categories that improve the experience for our customers while leveraging our existing brand, traffic and reputation.
1 unchanged sentence
Our “built in the cloud”
−Removed: technology platform supports all elements of the fan experience.
+Added: technology platform supports all elements of the customer experience.
Customers can search for an event, buy or sell a ticket, engage with curated content, and contact customer support.
−Removed: Our technology mission is to continually innovate and deliver market-leading products and services that support the evolving needs of our ticket buyers and sellers.
+Added: Our technology mission is to continually innovate and deliver market-leading products and services that support the evolving needs and preferences of ticket buyers, ticket sellers and daily fantasy sports users.
Our scalable, reliable and performant systems power a consumer and partner-facing platform that supports ticket buyers while our tools power inventory management and ticket fulfillment for ticket sellers.
−Removed: Buyers Technology and Products
−Removed: Our consumer systems are architected to respond to the dynamic, fast-paced landscape of the live events industry.
+Added: Buyer Technology and Products
+Added: Our consumer systems are designed to respond to the dynamic, fast-paced landscape of the live events industry.
Our marketplace, supported by proprietary digital marketing technology, is adept at capitalizing on demand opportunities by bringing ticket buyers to our platform for their desired event and seamlessly supporting their shopping and checkout experience.
We continually invest in optimizing our consumer-facing technology across our website and mobile applications.
−Removed: We see opportunities to create engaging and delightful experiences through enticing listings, relevant content, curated recommendations and a seamless checkout process.
−Removed: We power that experience through a host of technology systems that consider historical transactional and engagement behavior,
−Removed: proximity and ticket buyer preferences.
+Added: We see opportunities to create engaging and delightful experiences through a wide range of event ticket listings, relevant content, curated recommendations and a seamless checkout process.
+Added: We power that experience through a host of technology systems that consider historical transactional and engagement behavior, proximity and ticket buyer preferences.
We leverage the latest technologies in search, customer relationship management and data analytics and incorporate these capabilities into our advanced and flexible infrastructure.
Seller Technology and Products
−Removed: Our premier enterprise resource planning tool, Skybox, enables ticket sellers to manage, price and fulfill their inventory.
+Added: Skybox, our premier ERP, enables ticket sellers to manage, price and fulfill their inventory.
Utilizing a cloud-based technology infrastructure and a web-based application interface, Skybox serves as an asset to the entire ticket seller ecosystem.
We invest in building capabilities that serve the needs of small, medium and large ticket sellers alike, including offering free integrations to other inventory distribution channels and third-party tools.
−Removed: Skybox allows ticket sellers to more effectively move their inventory, which in turn could help increase the number of orders transacted in our marketplace.
+Added: Skybox allows ticket sellers to more effectively move their inventory, which in turn helps to increase the number of orders transacted in our marketplace.
Partner Technology and Products
17 unchanged sentences
Third-party tools integrate with our marketplace ticket broker API and ticket broker portal to streamline and automate the sales and fulfillment process.
−Removed: Our Skybox enterprise resource planning integrates with numerous third-party automation and workflow management solutions.
+Added: Our Skybox ERP integrates with numerous third-party automation and workflow management solutions.
Thus, ticket sellers can leverage other applications and functions to support the specific needs of their business.
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We Create Exceptional Experiences.
−Removed: Whether we are engaging with a ticket buyer, seller, partner or teammate, we do not compromise when it comes to their experience.
+Added: Whether we are engaging with a customer, partner or teammate, we do not compromise when it comes to their experience.
We hold ourselves accountable and lean into every connection to make the moment count.
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We are united in raising awareness around causes close to our hearts and are passionate about giving back.
−Removed: o We are proud to partner with Chicago’s Lurie Children’s Hospital, one of the country’s top-ranked pediatric institutions, by bringing joy to patients and their families.
−Removed: Our employees have recorded bedtime stories, donated wish list gifts and hosted patients and their families at live events.
−Removed: o Starting in 2020, the live entertainment industry was severely impacted by the global COVID-19 pandemic.
−Removed: This resulted in thousands of people having an uncertain future.
−Removed: We, and our customers, have donated millions of dollars to the Recording Academy’s charity, MusiCares, to support those in the music community and their families.
+Added: We are proud to partner with national and local community organizations including Make-A-Wish®, MusiCares, Chicago’s Lurie Children’s Hospital and Ronald McDonald house where our employees have provided care packages, donated wish list gifts, and hosted patients and families at live events.
+Added: We, and our ticket buyers, have been proud to support MusiCares, the Recording Academy’s charity, and their efforts to provide relief for the live events community which is vital in bringing to life those events that are cherished by fans across the
+Added: We have donated more than $2 million since the start of the COVID-19 pandemic to help strengthen MusiCares’
+Added: relief efforts.
+Added: In 2022, through our charitable foundation Vivid Cheers, we launched a partnership with Make-A-Wish®, the global organization responsible for creating life-changing wishes for children with critical illnesses.
+Added: Through this partnership we have pledged $250,000 to share once in a lifetime experiences with children and families in their time of need.
Employees and Human Capital
−Removed: We aim to hire talented, dedicated and diverse team members.
+Added: We are passionate about facilitating amazing experiences for our customers and we are similarly intent on providing compelling experiences for our employees.
+Added: In 2022 we were named to Built In Chicago’s Best Places to Work and Fast Company’s Best Workplaces for Innovators lists.
+Added: Our employees give us a competitive advantage.
+Added: To support our employees, we have built a company culture that empowers them to embrace challenges, collaborate freely and seek to constantly evolve.
+Added: We strive to hire talented, dedicated and diverse team members.
+Added: As of December 31, 2022, we had 575 full-time employees, with most of our employees based at one of our three office locations in Chicago, Illinois;
+Added: Coppell, Texas;
+Added: and Toronto, Canada.
The main objectives of our human capital resources are identifying, recruiting, developing, incentivizing and retaining our existing and new employees.
−Removed: Our talent management team identifies key positions based on current and future business strategies and creates robust programs for talent development.
−Removed: Our succession planning includes identifying key roles, evaluating bench strength, building redundancy, and identifying potential successors.
−Removed: As of December 31, 2021, we had 430 full-time employees.
+Added: Our talent management team identifies key positions based on current and future business strategies and creates robust programs for talent development, including evaluating bench strength, building redundancy, and identifying potential successors.
+Added: In addition to providing an engaging work environment, we provide a robust assortment of benefits including healthcare and retirement programs, flexible paid time off, paid parental leave, wellness programs, in-office and remote working perks, and ticket discounts.
Our business faces significant competition from other primary and secondary ticketing service providers to acquire new and retain existing ticket buyers and sellers.
−Removed: The main competitive factors are:
+Added: Our main competitive factors are:
availability and variety of ticket offerings;
pricing, including pricing in the primary ticket market;
+Added: acquiring customer traffic by way of internet search engines impacting customer acquisition and marketing costs;
brand recognition;
technology, including functionality and ease of use to search for offerings and complete a purchase.
−Removed: We believe we have several competitive advantages that enable us to maintain and grow our position as a leading secondary ticket provider:
+Added: We have several competitive advantages that enable us to maintain and grow our position as a leading secondary ticket provider:
wide selection of listings and ticketing options;
2 unchanged sentences
full-service marketplace with excellent customer service;
−Removed: free-to-use Skybox enterprise resource planning tool for our ticket sellers.
+Added: proprietary performance marketing algorithms supported by first-party and real-time data;
+Added: scale, profitable unit economics and strong balance sheet;
+Added: close relationships with, and excellent customer service provided to, our professional ticket sellers and
+Added: free-to-use Skybox ERP for professional ticket sellers, the most widely adopted in the industry.
Our key competitors are StubHub, Ticketmaster, SeatGeek and TicketNetwork.
−Removed: With our real money daily fantasy sports gaming offering on our Betcha app, we face a highly competitive gaming market, including other free-to-play and real money online gaming and daily fantasy sports providers.
−Removed: We believe we provide a differentiated product and experience to users with an easy-to-use app with simple player props.
−Removed: The app is enhanced by social and gamification features and the opportunity to play and win real money.
+Added: With our real money daily fantasy sports offering on our Vivid Picks app, we face a highly competitive gaming market, including other free-to-play and real money online gaming and daily fantasy sports providers.
+Added: We provide a differentiated product and experience to users with an easy-to-use app with simple player props.
+Added: The app is enhanced by social and gamification features, the opportunity to play and win real money and the availability to purchase tickets directly in the app.
We also face competition from other avenues for entertainment.
−Removed: Consumers have a wide array of entertainment options including restaurants, movies and television and we compete for the discretionary spend of our ticket buyers and users.
+Added: Consumers have a wide array of entertainment options including restaurants, movies and television and we compete for the discretionary spend of our ticket buyers and daily fantasy sports users.
Government Regulation
6 unchanged sentences
sports gaming.
−Removed: For example, we are required to comply with federal, state and international laws regarding privacy and the storing, sharing, use, disclosure and protection of personally identifiable information and user data, an area that is increasingly subject to legislation and regulations in numerous jurisdictions, including the California Consumer Protection Act.
+Added: For example, we are required to comply with federal, state and international laws regarding privacy and the storing, sharing, use, disclosure and protection of personally identifiable information and user data, an area that is increasingly subject to legislation and regulations in numerous jurisdictions, including the California Consumer Privacy Act.
From time to time, federal, state, local and international authorities and/or consumers commence investigations, inquiries or litigation with respect to our compliance with applicable consumer protection, advertising, unfair business practice, antitrust (and similar or related laws) and other laws, particularly as related to ticket resale services.
Some jurisdictions prohibit the resale of event tickets at prices above the face value of the tickets or at all, or highly regulate the resale of tickets.
−Removed: New laws and regulations or changes to existing laws and regulations imposing these or other restrictions could limit or inhibit our ability to operate, or our ticket buyers’
+Added: New laws and regulations or changes to existing laws and regulations could limit or inhibit our ability to operate, or our ticket buyers’
and sellers’
ability to continue to use, our ticket marketplace.
−Removed: In addition, state ticketing laws vary from state to state, and it is unclear how such laws will be applied to our business as a result of the COVID-19 pandemic.
+Added: For example, New York amended its Arts and Cultural Affairs Law to require additional disclosures by ticket marketplaces and restricted a ticket marketplace’s ability to charge fees for the e-delivery of tickets.
As a result of the COVID-19 pandemic, we experienced a high volume of event reschedules, postponements, and cancellations and made certain changes to our refund practices.
1 unchanged sentence
We are subject to laws and regulations that affect companies conducting business on the Internet in many jurisdictions where we operate.
−Removed: With the continued state adoption of Internet sales tax laws and marketplace facilitator laws, more buyers across the United States will encounter sales tax for the first time on our platform in the future.
+Added: With the continued state adoption of internet sales tax laws and marketplace facilitator laws, more buyers across the United States will encounter sales tax on our platform in the future.
Tax collection responsibility and the additional costs associated with complex sales and use tax collection, remittance and audit requirements could create additional burdens for ticket buyers and sellers on our website and mobile applications.
5 unchanged sentences
We protect our intellectual property through a combination of trademarks, domain names, copyrights and trade secrets, and we are currently pursuing patent protection in connection with certain technology developments.
−Removed: We further protect our intellectual property through contractual provisions with employees, customers, suppliers, partners, affiliates and others, including, but not limited to, employee confidentiality and
−Removed: intellectual property assignment agreements, and commercial contracts that protect our intellectual property and other confidential information.
−Removed: Our financial results can be impacted by seasonality, with increased activity in the fourth quarter when all major sports leagues are in season and we experience an increase in order volume for theater and concert events during the holiday season.
−Removed: About the Company
+Added: We further protect our intellectual property through contractual provisions with employees, customers, suppliers, partners, affiliates and others, including, but not limited to, employee confidentiality and intellectual property assignment agreements, and commercial contracts that protect our intellectual property and other confidential information.
+Added: Our financial results can be impacted by seasonality, with increased activity in the fourth quarter when all major sports leagues are in season and we experience an increase in order volume for theater events during the holiday season and concert on-sales for the subsequent year.
+Added: Corporate Information
Vivid Seats was founded in 2001, and in 2004, we launched our website www.vividseats.com.
−Removed: We initially focused on developing and refining our proprietary systems to enable us to best serve our customers who are both ticket buyers and ticket sellers.
−Removed: We launched Skybox in 2014, a free-to-use cloud-based enterprise resource planning tool for sellers to manage their business, and first deployed our mobile application in 2015 to capture the increasing volume of tickets purchased through mobile channels.
−Removed: We have continued to innovate with ongoing updates and upgrades of our systems and products.
−Removed: In March of 2021, we incorporated an entity in Delaware for the purpose of completing the transactions contemplated by the transaction agreement dated April 21, 2021 (the “Transaction Agreement”) among Horizon Acquisition Corporation (“Horizon”), a publicly traded special purpose acquisition company, Horizon Sponsor, LLC, a Delaware limited liability company, Hoya Intermediate, LLC ("Hoya Intermediate") and Hoya Topco, LLC (“Hoya Topco”), a Delaware limited liability company.
+Added: In 2010, we launched our marketplace platform, which we scaled rapidly while we developed and refined our proprietary systems to enable us to best serve our customers.
+Added: We launched Skybox in 2014, a free-to-use cloud-based ERP tool for sellers to manage their business, and first deployed our mobile application in 2015 to capture the increasing volume of tickets purchased through mobile channels.
+Added: In 2019, we launched our loyalty program, and have since focused on building long-term customer value thorough brand affinity and a differentiated value proposition.
+Added: In March of 2021, we incorporated an entity in Delaware for the purpose of completing the transactions contemplated by the transaction agreement dated April 21, 2021 (the “Transaction Agreement”) among Horizon Acquisition Corporation (“Horizon”), a publicly traded special purpose acquisition company, Horizon Sponsor, LLC, a Delaware limited liability company (“Horizon Sponsor”), Hoya Intermediate, LLC, a Delaware limited liability company (“Hoya Intermediate”), and Hoya Topco, LLC, a Delaware limited liability company (“Hoya Topco”).
In October 2021, as contemplated by the Transaction Agreement, Horizon merged with us (the “Merger Transaction”), upon which the separate corporate existence of Horizon ended and we remained as the surviving entity.
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Material contained on our internet site is not incorporated by reference into this Annual Report on Form 10-K.
+Added: The following table provides summary information about each of our directors as of December 31, 2022:
+Added: Committees of the Board of Directors
+Added: Director Since
+Added: Audit Committee
+Added: Compensation Committee
+Added: Nominating and Corporate Governance Committee
+Added: Mark Anderson
+Added: Jane DeFlorio
+Added: David Donnini
+Added: Martin Taylor
+Added: Stanley Chia .
+Added: From April 2015 until November 2018, Mr.
+Added: Chia served as Chief Operating Officer at Grubhub Inc.
+Added: He serves on the Board and Nominating Committee of 1871 and on the President’s Advisory Board of the Georgia Institute of Technology.
+Added: Chia graduated from the Georgia Institute of Technology and Emory University Goizueta Business School.
+Added: Chia also served in the Singapore Armed Forces as an Armored Infantry Platoon Commander.
+Added: Since 2000, Mr.
+Added: Anderson has worked at GTCR, most recently as a Managing Director.
+Added: Anderson has served on the board of Gogo Inc.
+Added: GOGO) since March 2021, where he is a member of Nominating and Corporate Governance Committee and also serves on the boards of CommerceHub and Jet Support Services Inc.
+Added: Anderson graduated from the University of Virginia and Harvard Business School.
+Added: Todd Boehly .
+Added: From June 2020 to October 2021, Mr.
+Added: Boehly served as the Chief Executive Officer and member of the Board of Directors of Horizon Acquisition Corporation (“Horizon”) and from July 2020 to October 2021, he served as Horizon’s Chief Financial Officer and Chairman.
+Added: Boehly has also served as the Chief Executive Officer, Chief Financial Officer and Director of Horizon Acquisition Corporation II (NYSE:
+Added: HZON) since August 2020 and of Horizon Acquisition Corporation III (NYSE:
+Added: HZNA) since November 2020.
+Added: Boehly co-founded Eldridge, a holding company with a unique network of businesses across finance, technology, real estate and entertainment, and since then has served as the Chairman and Chief Executive Officer.
+Added: From 2002 to 2015, Mr.
+Added: Boehly worked at Guggenheim Partners, most recently as president.
+Added: Boehly serves on the board of directors of Kennedy-Wilson Holdings (NYSE:
+Added: KW), the Los Angeles Lakers, Flexjet, PayActiv, CAIS, and Cain International.
+Added: Boehly graduated from the College of William & Mary.
+Added: He also studied at the London School of Economics.
+Added: Jane DeFlorio .
+Added: DeFlorio was Managing Director of Deutsche Bank AG Retail/Consumer Sector Investment Banking Coverage from 2007 to 2013.
+Added: From 2002 to 2007, Ms.
+Added: DeFlorio was an Executive Director in the Investment Banking Consumer and Retail Group at UBS Investment Bank.
+Added: DeFlorio has served on the Board of SITE Centers Corp.
+Added: SITC) since 2017, where she is Chair of the Audit Committee and a member of the Compensation and Pricing Committees.
+Added: DeFlorio served as a Director of Perry Ellis International from 2014 to 2018.
+Added: DeFlorio is a member of the Board of Trustees and Chairman of the Audit and Risk Committee at The New School University in New York City.
+Added: She also serves on the Boards of Directors for The Parsons School of Design and the Museum at Fashion Institute of Technology.
+Added: DeFlorio graduated from the University of Notre Dame and Harvard Business School.
+Added: Craig Dixon .
+Added: Dixon is the Co-Founder and Co-Chief Executive Officer of The St.
+Added: James, a leading developer and operator of premium performance, wellness and lifestyle brands, technology experiences and destinations.
+Added: From 2006 to 2013, Mr.
+Added: Dixon was Senior Counsel and Assistant Corporate Secretary at Smithfield Foods, a global food business.
+Added: Dixon began his legal career at McGuireWoods LLP and Cooley LLP, and as a Law Clerk to the Honorable James R.
+Added: Spencer, United States District Court for the Eastern District of Virginia.
+Added: He is a member of the Board of Trustees of Episcopal High School.
+Added: Dixon graduated from the College of William & Mary and William & Mary School of Law.
+Added: David Donnini .
+Added: Donnini joined GTCR in 1991 and is currently a Managing Director.
+Added: Prior to joining GTCR, Mr.
+Added: Donnini worked at Bain & Company.
+Added: Donnini is currently a Director of AssuredPartners, Consumer Cellular, Park
+Added: Place Technologies and Sotera (NYSE:
+Added: SHC), where he serves on the Nominating and Corporate Governance Committee.
+Added: Donnini graduated from Yale University and Stanford Graduate School of Business.
+Added: Tom Ehrhart .
+Added: Ehrhart joined GTCR in 2012 and is currently a Director.
+Added: Prior to joining GTCR, Mr.
+Added: Ehrhart worked as an Analyst in the Financial Institutions group at Credit Suisse.
+Added: Ehrhart serves on the Board of Directors of AssuredPartners and Consumer Cellular.
+Added: He was previously a Director of GreatCall and Park Place Technologies.
+Added: Ehrhart graduated from Georgetown University.
+Added: Julie Masino .
+Added: Since January 2020, Ms.
+Added: Masino has served as the President, International of Taco Bell, a subsidiary of Yum!
+Added: Brands (NYSE:
+Added: From January 2018 to December 2019, Ms.
+Added: Masino served as President, North America of Taco Bell.
+Added: Masino held senior positions at Mattel (NASDAQ:
+Added: MAT) from April 2017 to January 2018 and at Sprinkles Cupcakes from 2014 to 2017.
+Added: Masino serves on the board of PhysicianOne Urgent Care.
+Added: Masino graduated from Miami University.
+Added: Martin Taylor .
+Added: Taylor has been an Operating Managing Director at Vista Equity Partners since 2006.
+Added: Prior to joining Vista, Mr.
+Added: Taylor spent over 13 years at Microsoft Corporation, including in roles managing corporate strategy, sales, product marketing and segment focused teams in North America and Latin America.
+Added: Taylor has served on the board of Jamf Holding Corp.
+Added: JAMF) since 2017 and Integral Ad Science (NASDAQ:
+Added: IAS) since 2018, where he serves on the Compensation, Nominating and Governance Committees.
+Added: He served on the board of Ping Identity Holding Corp.
+Added: PING) from November 2016 until October 2022 when it was acquired.
+Added: Taylor graduated from George Mason University.
+Added: Executive Officers
+Added: Below are the names, ages and principal occupations of each of our current executive officers.
+Added: All such persons have been elected to serve until their successors are elected and qualified or until their earlier resignation or removal.
+Added: Executive Officer Since
+Added: Chief Executive Officer and Director
+Added: Chief Financial Officer
+Added: Chief Product and Strategy Officer
+Added: Emily Epstein
+Added: General Counsel
+Added: Chief Technology Officer
+Added: Lawrence Fey.
+Added: Fey joined Vivid Seats in April 2020 and served as a member of our Board from July 2017 through February 2020.
+Added: From 2005 until 2020, he worked at GTCR, a private equity firm, most recently serving as a Managing Director.
+Added: While at GTCR, Mr.
+Added: Fey was a member of the Board of many successful investments, including Six3 Systems, CAMP Systems, Zayo Group, Cision, Park Place Technologies, GreatCall, Simpli.fi and EaglePicher.
+Added: Fey graduated from Dartmouth College.
+Added: Bakal joined Vivid Seats in February 2019 as our Vice President of Strategy and Corporate Development and was promoted to Chief Product and Strategy Officer in March 2022.
+Added: From August 2016 to December 2018, Ms.
+Added: Bakal held a variety of senior positions across functions at Grubhub, most recently serving as Vice President of Market Operations.
+Added: Bakal is a graduate of the Massachusetts Institute of Technology and Harvard Business School.
+Added: Emily Epstein.
+Added: Epstein joined Vivid Seats in October 2022.
+Added: From January 2022 to July 2022, Ms.
+Added: Epstein was General Counsel at Datto, Inc.
+Added: From December 2020 to January 2022, she was Deputy General Counsel & Corporate Secretary for Coupang, Inc.
+Added: From November 2016 to December 2020, she served in various leadership positions at Nielsen Holdings Inc., including Deputy Chief Legal Officer.
+Added: Prior to that, Ms.
+Added: Epstein worked in the legal department at American Express Company.
+Added: She began her legal career at Simpson Thacher & Bartlett LLP.
+Added: Epstein is a graduate of Harvard University and the University of Virginia School of Law.
+Added: Wagner joined Vivid Seats in December 2018 with over 25 years of experience in the technology sector, including most recently as a freelance Decision Engineering Consultant from January 2018 to December 2018.
+Added: From June 2017 to January 2018, Mr.
+Added: Wagner served as Co-Founder of Aidan.ai, a start-up specializing in applied artificial intelligence, from February 2017 to May 2017, he served as Vice President of Systems and Decision Engineering at Grubhub, and from March 2015 to February 2017, he served as Chief Operating Officer of Zoomer, a B2B food delivery company.
+Added: Wagner graduated from La Salle University.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.