0001803914FALSE00018039142025-08-042025-08-04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2025
PLAYBOY, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-39312 |
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37-1958714 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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10960 Wilshire Blvd., Suite 2200
Los Angeles, California
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90024 |
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Registrant’s telephone number, including area code: (310) 424-1800
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
PLBY |
Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Independent Director
As previously disclosed in a Current Report on Form 8-K filed by Playboy, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on October 31, 2024, the Company entered into a securities purchase agreement, dated October 30, 2024 (the “SPA”), with Byborg Enterprises S.A. (“Byborg”). Pursuant to the SPA, the Company agreed to increase the size of its board of directors (the “Board”) to seven directors from five directors, with the two new directors to be an individual nominated by Byborg and a new independent director to be mutually agreed by Byborg and the Company (the “Board Expansion”).
As disclosed in a subsequent Current Report on Form 8-K filed by the Company with the SEC on February 14, 2025, the Company increased the size of the Board to seven directors and appointed György Gattyán (Byborg’s nominee) as a Class II director, effective as of February 11, 2025, leaving one vacant seat to be filled by a new, independent director to be mutually agreed by the Board and Byborg. Mr. Gattyán was elected to a new term by the Company’s stockholders at the Company’s 2025 annual meeting of stockholders held on June 16, 2025.
On August 4, 2025, the Board appointed Natalia Premovic to the Board, as a new, non-employee, independent Class III director. As a result of the Board Expansion, the election of Mr. Gattyán and the appointment of Ms. Premovic, the Board is currently comprised of seven directors, four of whom the Board has determined are independent.
Ms. Premovic, 40, most recently served as the Head of United States, Canada, Australia and New Zealand Consumer Products and Global e-Commerce at Netflix, Inc., from January 2019 to July 2025, during which time she built and led Netflix’s global consumer products division in various capacities, overseeing brand strategy, licensing, retail, marketing, e-commerce, publishing, and operations. From 2007 to 2019, Ms. Premovic held multiple executive leadership roles at The Walt Disney Company and its affiliates, where she led e-commerce and digital content strategy, brand building and product marketing. From 2023 to 2024, Ms. Premovic also served on the board of directors of Fitstop Australia Pty Ltd, an international functional fitness training franchise company. Ms. Premovic holds a Bachelor of Arts degree in political science from Columbia University.
Ms. Premovic’s extensive experience in intellectual property-led brand building, consumer insights, digital commerce, and stakeholder alignment at multiple public companies qualifies her to serve on the Board, and to provide business-specific guidance to the Board and management.
Ms. Premovic will be compensated in accordance with the Company’s standard compensation policies and practices for non-employee directors of the Board, which is described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 30, 2025. The Company will also enter into its standard form of indemnification agreement for Board members (the “Indemnification Agreement”) with Ms. Premovic. The form of Indemnification Agreement is attached as Exhibit 10.26 to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2021. The Board will determine which committees of the Board Ms. Premovic will be appointed to, if any, at a later date, and will file an amendment to this Current Report on Form 8-K to disclose any such appointment.
In connection with her appointment, the Board has determined that Ms. Premovic is an “independent director” as contemplated by Nasdaq Listing Rule 5605(b)(1). Ms. Premovic’s initial term will expire at the Company’s next annual meeting of stockholders, or her earlier resignation or removal. As of the date of this Current Report on Form 8-K, neither Ms. Premovic nor any of her immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported under Item 404(a) of Regulation S-K, nor is Ms. Premovic party to any understanding or arrangement pursuant to which she was appointed as a director. Ms. Premovic does not have any family relationship with any director or executive officer of the Company.
Compliance with Nasdaq Rules Following Appointment of Ms. Premovic
On August 4, 2025, the Company notified The Nasdaq Stock Market (“Nasdaq”) of Ms. Premovic’s appointment to the Board. As a result of Ms. Premovic’s appointment, Nasdaq confirmed that the Company has regained compliance with Nasdaq Listing Rule 5605(b)(1), which requires that the majority of the board of directors of a Nasdaq-listed company be comprised of “independent directors” as defined in the applicable listing rules of Nasdaq.
The Company issued a press release, on August 7, 2025, announcing the appointment of Ms. Premovic to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. |
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Description |
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| 99.1 |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: August 7, 2025 |
PLAYBOY, INC. |
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By: |
/s/ Chris Riley |
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Name: |
Chris Riley |
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General Counsel & Secretary |
EX-99.1
2
ex991playboypressreleasere.htm
EX-99.1
Document
Exhibit 99.1
Playboy Welcomes Natalia Premovic to its Board of Directors
LOS ANGELES, August 7, 2025 (GLOBE NEWSWIRE) -- Playboy, Inc. (NASDAQ: PLBY) (the “Company” or “Playboy”), a leading pleasure and leisure lifestyle company, and one of the most recognizable and iconic brands in the world, today announced the appointment of Natalia Premovic to its Board of Directors (the “Board”). Ms. Premovic joins the Board as an independent director, restoring the Board to a majority of independent directors and filling a vacant seat that was created when the Board was expanded from five to seven directors in February 2025.
Ms. Premovic brings to the Board over 15 years of retail, marketing and branding expertise, and she has a proven record of growing consumer products, licensing, e-commerce and publishing businesses.
“Natalia has been a successful business leader at multiple publicly traded, global, entertainment and media companies, and she will bring that valuable experience to the Board, as Playboy continues to pursue a digital focused, asset-light business model,” said Ben Kohn, Playboy’s Chief Executive Officer. “I’m excited for Natalia to join our Board and share her expertise to help guide Playboy’s licensing and brand strategies.”
Ms. Premovic most recently served as the Head of United States, Canada, Australia and New Zealand Consumer Products and Global e-Commerce at Netflix, Inc., where for over five years she built and led Netflix’s global consumer products division in various capacities, overseeing brand strategy, licensing, retail, marketing, e-commerce, publishing, and operations. Before that, she held multiple executive leadership roles at The Walt Disney Company and its affiliates, where she led e-commerce and digital content strategy, brand building and product marketing.
About Playboy, Inc.
Playboy, Inc. is a global pleasure and leisure company connecting consumers with products, content, and experiences that help them lead happier, more fulfilling lives. Playboy is one of the most recognizable brands in the world, with products and content available in approximately 180 countries. Our mission — to create a culture where all people can pursue pleasure — builds upon over 70 years of creating groundbreaking media and hospitality experiences and fighting for cultural progress rooted in the core values of equality, freedom of expression and the idea that pleasure is a fundamental human right. Learn more at http://www.playboy.com and investors.playboy.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect”, “estimate”, “project”, “budget”, “forecast”, “anticipate”, “intend”, “plan”, “may”, “will”, “could”, “should”, “believes”, “predicts”, “potential”, “continue”, and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance, growth plans and anticipated financial impacts of its strategic opportunities and corporate transactions.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Factors that may cause such differences include, but are not limited to: (1) the inability to maintain the listing of the Company’s shares of common stock on Nasdaq; (2) the risk that the Company’s completed or proposed transactions disrupt the Company’s current plans and/or operations, including the risk that the Company does not complete any such proposed transactions or achieve the expected benefits from any transactions; (3) the ability to recognize the anticipated benefits of corporate transactions, commercial collaborations, commercialization of digital assets, cost reduction initiatives and proposed transactions, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, and the Company’s ability to retain its key employees; (4) costs related to being a public company, corporate transactions, commercial collaborations and proposed transactions; (5) changes in applicable laws or regulations; (6) the possibility that the Company may be adversely affected by global hostilities, supply chain delays, inflation, interest rates, foreign currency exchange rates or other economic, business, and/or competitive factors; (7) risks relating to the uncertainty of the projected financial information of the Company, including changes in the Company’s estimates of cash flows and the fair value of certain of its intangible assets, including goodwill; (8) risks related to the organic and inorganic growth of the Company’s businesses, and the timing of expected business milestones; (9) changing demand or shopping patterns for the Company’s products and services; (10) failure of licensees, suppliers or other third-parties to fulfill their obligations to the Company; (11) the Company’s ability to comply with the terms of its indebtedness and other obligations; (12) changes in financing markets or the inability of the Company to obtain financing on attractive terms; and (13) other risks and uncertainties indicated from time to time in the Company’s annual report on Form 10-K, including those under “Risk Factors” therein, and in the Company’s other filings with the Securities and Exchange Commission. The Company cautions that the foregoing list of factors is not exclusive, and readers should not place undue reliance upon any forward-looking statements, which speak only as of the date which they were made. The Company does not undertake any obligation to update or revise any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.
Contact:
Investors: FNK IR – Rob Fink / Matt Chesler, CFA – investors@playboy.com
Media: press@playboy.com