UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

Emerald Expositions Events, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
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☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

March 29, 2018

To the Stockholders of Emerald Expositions Events, Inc.:

You are cordially invited to attend the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of Emerald Expositions Events, Inc., on May 9, 2018, at 10:00 a.m. (PDT) via live webcast. You will be able to attend the Annual Meeting online and submit your questions prior to or during the meeting by visiting www.meetingcenter.io/238862410. You will also be able to vote your shares electronically during the live webcast of the Annual Meeting. To participate in the meeting, you will need your 15-digit control number included on your Notice of Internet Availability of the Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. The password for the meeting is EEX2018.

During the live webcast of the Annual Meeting, you will be asked to (i) re-elect two Class I directors to our Board of Directors, (ii) ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2018 and (iii) transact any other business that may properly come before the Annual Meeting of Stockholders or any adjournment or postponement thereof. In addition, management will report on the progress of our business and respond to comments and questions of general interest to our stockholders.

It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting virtually. You may vote on the Internet, by telephone or by completing and mailing a proxy card. Voting over the Internet, by telephone or by written proxy will ensure your shares are represented at the Annual Meeting. If you attend the meeting virtually, you may revoke your proxy, if you wish, and vote electronically.

Securities and Exchange Commission rules allow companies to furnish proxy materials to their stockholders on the Internet. We are pleased to take advantage of these rules and believe that they enable us to provide you with the information you need, while making delivery more efficient and more environmentally friendly. In accordance with these rules, on or about March 29, 2018 we have begun sending a Notice of Internet Availability of Proxy Materials to each of our stockholders providing instructions on how to access our proxy materials and 2017 Annual Report over the Internet. The Notice of Internet Availability of Proxy Materials also provides instructions on how to vote online and includes instructions on how to request a printed set of the proxy materials.

We thank you for your continued support and interest in Emerald Expositions Events, Inc.

Sincerely,

David Loechner

Chief Executive Officer, President and Director

Emerald Expositions Events, Inc.

31910 Del Obispo Street, Suite 200

San Juan Capistrano, California 92675

investor.emeraldexpositions.com

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 9, 2018

NOTICE IS HEREBY GIVEN that the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of Emerald Expositions Events, Inc., will be held virtually, via live webcast at www.meetingcenter.io/238862410 on May 9, 2018, at 10:00 a.m. (PDT), for the following purposes:

• Proposal 1: To re-elect two Class I directors to our Board of Directors to hold office until the 2021 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

• Proposal 2: To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2018; and

• To transact any other business as may properly come before the Annual Meeting of Stockholders or any adjournments or postponements thereof.

Stockholders of record at the close of business on March 21, 2018 are entitled to receive notice of and to vote during the live webcast of the Annual Meeting and any adjournment or postponement thereof.

A Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and our 2017 Annual Report is first being mailed on or about March 29, 2018 to all stockholders entitled to vote during the live webcast of the Annual Meeting.

	By Order of the Board of Directors,
	David Gosling
	Senior Vice President, General Counsel and Secretary
San Juan Capistrano, California
March 29, 2018

IMPORTANT INFORMATION REGARDING THE AVAILABILITY OF PROXY MATERIALS

This Notice of Meeting, Proxy Statement, Proxy Card and our 2017 Annual Report, which includes our annual report on Form 10-K for the fiscal year ended December 31, 2017, are available at www.investorvote.com/EEX.

YOUR VOTE IS VERY IMPORTANT. PLEASE CAREFULLY READ THE ATTACHED PROXY STATEMENT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING VIRTUALLY, WE URGE YOU TO VOTE AND SUBMIT YOUR PROXY OVER THE INTERNET, BY TELEPHONE OR MAIL.

Emerald Expositions Events, Inc.

TABLE OF CONTENTS

GENERAL	1
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS	1
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING	1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING	2
BACKGROUND OF THE COMPANY	9
PROPOSAL 1—ELECTION OF CLASS I DIRECTORS	10
CORPORATE GOVERNANCE AND BOARD MATTERS	11
Corporate Governance	11
Code of Business Conduct and Ethics	11
Board Composition	11
Board of Directors and Director Independence	12
Board Leadership Structure	13
Board Oversight of Risk Management	13
Director Selection Process	13
Meetings of the Board and Committees	14
Executive Sessions of Non-Management Directors	14
Communications with the Board	14
Committees of the Board	14
Compensation Committee Interlocks and Insider Participation	16
No Hedging Policy	16
INFORMATION ABOUT THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	16
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES AND SERVICES	17
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT RELATED SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	17
REPORT OF THE AUDIT COMMITTEE OF THE BOARD	19
MANAGEMENT	20
PROPOSAL 2—RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	24
EXECUTIVE COMPENSATION	25
STOCK	34
Security Ownership of Certain Beneficial Owners and Management	34
Section 16(a) Beneficial Ownership Reporting Compliance	36
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	36
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	37
Management Agreement	37
Stockholders’ Agreement	37
Registration Rights Agreement	37
Other Relationships and Transactions	38
Policies and Procedures for Related Persons Transactions	38
OTHER MATTERS	39
Incorporation by Reference	39
Access to Reports and Other Information	39
List of Company Stockholders	39
Other Matters That May Come Before the Annual Meeting	39

Emerald Expositions Events, Inc.

31910 Del Obispo Street, Suite 200

San Juan Capistrano, California 92675

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 9, 2018

GENERAL

We are furnishing this Proxy Statement to you as part of a solicitation by the Board of Directors (the “Board”) of Emerald Expositions Events, Inc., a Delaware corporation, of proxies to be voted at our 2018 Annual Meeting of Stockholders and at any reconvened meeting after an adjournment or postponement of the meeting (the “Annual Meeting”). We will hold the Annual Meeting virtually, via live webcast at www.meetingcenter.io/238862410 on May 9, 2018 at 10:00 a.m. (PDT). Unless the context otherwise requires, all references in this Proxy Statement to “Emerald Expositions”, “Emerald”, “the Company”, “we”, “us”, and “our” refer to Emerald Expositions Events, Inc., formerly known as Expo Event Holdco, Inc., together with its consolidated subsidiaries.

Our mailing address and principal executive office is 31910 Del Obispo Street, Suite 200, San Juan Capistrano, California 92675. Our investor website is located at investor.emeraldexpositions.com. The information contained on, or that can be accessed through, our website is not a part of this Proxy Statement.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS

Securities and Exchange Commission (“SEC”) rules allow companies to furnish proxy materials to their stockholders on the Internet. We are pleased to take advantage of these rules and believe that they enable us to provide you with the information you need, while making delivery more efficient and more environmentally friendly. We have saved significant mailing and printing costs by providing proxy materials to you over the Internet in accordance with SEC rules. In accordance with these rules, on or about March 29, 2018, we began mailing to each of our stockholders a notice providing instructions on how to access our proxy materials and 2017 Annual Report on the Internet (the “Notice of Internet Availability of Proxy Materials”). The Notice of Internet Availability of Proxy Materials, which cannot itself be used to vote your shares, also provides instructions on how to vote online and includes instructions on how to request a paper copy of the proxy materials, if you so desire. The Notice of Internet Availability of Proxy Materials includes a control number that must be entered at the website provided on the notice in order to view the proxy materials. Whether you received the Notice of Internet Availability of Proxy Materials or paper copies of our proxy materials, the Proxy Statement and 2017 Annual Report are available to you at www.investorvote.com/EEX.

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

At the Annual Meeting, you will consider and vote upon:

• Proposal 1: To re-elect two Class I directors to our Board to hold office until the 2021 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

• Proposal 2: To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2018; and

• To transact any other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our website is not a part of this Proxy Statement.

What is a proxy?

The Board is asking for your proxy. This means you authorize persons selected by the Company to vote your shares during the live webcast of the Annual Meeting in the way that you instruct. All shares represented by valid proxies received and not revoked before the Annual Meeting will be voted during the live webcast of the Annual Meeting in accordance with the stockholder’s specific voting instructions.

Why am I receiving these materials?

You are receiving these materials because at the close of business on March 21, 2018 (the “Record Date”), you owned shares of the Company’s common stock, $0.01 par value per share. All stockholders of record on the Record Date are entitled to attend and vote during the live webcast of the Annual Meeting.

Each share of our common stock is entitled to vote during the live webcast of the Annual Meeting. As of the Record Date, we had 72,783,241 shares of common stock outstanding. With respect to all of the matters submitted for vote during the live webcast of the Annual Meeting, each share of common stock is entitled to one vote.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

In accordance with rules adopted by the SEC, we may furnish proxy materials, including this Proxy Statement and our Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (the “Notice”), which was mailed to our stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. Utilizing this method of proxy delivery expedites receipt of proxy materials by the Company’s stockholders and lowers the Company’s costs. All stockholders will have the ability to access the proxy materials over the Internet, or request a printed set of the proxy materials, if desired, at investorvote.com/EEX. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

What information is contained in this Proxy Statement?

This Proxy Statement includes information about the nominees for Class I directors and other matters to be voted on during the live webcast of the Annual Meeting. It also explains the voting process and requirements; describes the compensation of our principal executive officer and our two other most highly compensated executive officers (collectively referred to as our “named executive officers”); describes the compensation of our directors; and provides certain other information that SEC rules require.

For a discussion of certain exemptions we may rely upon as an “emerging growth company” please refer to the answer to the question “What are the implications of the Company’s status as an ‘Emerging Growth Company’?” below.

What shares are included on my proxy card?

You will receive one proxy card for all the shares of the Company’s common stock that you hold as a stockholder of record.

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If you hold your shares in street name, you will receive voting instructions for each account you have with a broker, bank or other nominee.

What matters am I voting on, how may I vote on each matter and how does the Board recommend that I vote on each matter?

The following table sets forth each of the proposals you are being asked to vote on, how you may vote on each proposal and how the Board recommends that you vote on each proposal:

Proposal		How may I vote?	How does the Board recommend that I vote?
1.	The re-election of the two Class I director nominees identified in this Proxy Statement, each for a three-year term or until his or her successor is duly elected and qualified.	You may (i) vote FOR the re-election of all Class I director nominees named herein; (ii) WITHHOLD authority to vote for all such Class I director nominees; or (iii) vote FOR the re-election of all such Class I director nominees other than any nominees with respect to whom your vote is specifically WITHHELD by indicating in the space provided on the proxy.	The Board recommends that you vote FOR both of the Class I director nominees.
2.	The ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2018	You may vote FOR or AGAINST the vote to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm, or you may indicate that you wish to ABSTAIN from voting on the matter.	The Board recommends that you vote FOR the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with the Company’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are considered the “stockholder of record” with respect to those shares. The Notice of Internet Availability of Proxy Materials was sent directly to stockholders of record beginning on or about March 29, 2018.

If your shares are held with a broker or in an account at a bank, you are considered the “beneficial owner” with respect to those shares. These shares are sometimes referred to as being held “in street name.” The Notice of Internet Availability of Proxy Materials would have been forwarded to you by your broker, bank or other holder of record who is considered the stockholder of record with respect to those shares.

As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by using the voting instruction card you received. You will not be able to vote these shares directly unless you obtain a signed legal proxy from your broker, bank or other nominee giving you the right to vote the shares.

How do I vote if I am a stockholder of record?

As a stockholder of record, you may vote your shares in any one of the following ways:

• Call the toll-free number shown on the proxy card;

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• Vote on the Internet on the website shown on the proxy card;

• Mark, sign, date and return the enclosed proxy card in the postage-paid envelope; or

• Vote electronically during the live webcast of the Annual Meeting.

Please note that you cannot vote by marking up the Notice of Internet Availability of the Proxy Materials and mailing that Notice back. Any votes returned in that manner will not be counted.

Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote. Returning the proxy card or voting by telephone or online will not affect your right to attend the live webcast of the Annual Meeting and vote electronically.

How do I vote if I am a beneficial owner?

As a beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares by following the instructions that your broker, bank or other nominee sent to you. You will receive, or be provided access to, proxy materials and voting instructions for each account that you have with a broker, bank or other nominee. As a beneficial owner, if you wish to change the directions that you have provided your broker, bank or other nominee, you should follow the instructions that your broker, bank or other nominee sent to you.

As a beneficial owner, you are also invited to attend the Annual Meeting provided that you register in advance as described in the answer to the question “How do I register to attend the Annual Meeting virtually on the Internet?” below. However, since you are not a stockholder of record, you may not vote your shares electronically during the live webcast of the meeting unless you obtain a signed legal proxy from your broker, bank or other nominee giving you the right to vote the shares.

How can I attend the Annual Meeting, vote my shares and submit questions?

You are entitled to attend the Annual Meeting only if you were a stockholder of record as of the Record Date or you hold a valid proxy for the Annual Meeting. To attend the Annual Meeting and submit your questions prior to or during the Annual Meeting, please visit www.meetingcenter.io/238862410. To participate in the Annual Meeting or to submit questions in advance of the meeting, you will need the 15-digit control number included on your notice of Internet Availability of the Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. The password for the meeting is EEX2018.

Shares held in your name as the stockholder of record may be voted electronically during the live webcast of the Annual Meeting.

Shares for which you are the beneficial owner but not the stockholder of record also may be voted electronically during the live webcast of the Annual Meeting provided that you obtain a signed legal proxy from your broker, bank or other nominee giving you the right to vote the shares as described in the answer to the question “How do I vote if I am a beneficial owner?” above.

Even if you plan to participate in the annual meeting online, we recommend that you also vote by proxy as described below so that your vote will be counted if you later decide not to participate in the annual meeting.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

The online meeting will begin promptly at 10:00 a.m. (PDT). We encourage you to access the meeting prior to the start time leaving ample time for check in. Please follow the registration instructions as outlined in this Proxy Statement.

How do I register to attend the Annual Meeting virtually on the Internet?

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received.

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If you are a beneficial owner, you must register in advance to attend the Annual Meeting virtually on the Internet.

To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Emerald Expositions Events, Inc. holdings along with your name and email address to Computershare. Requests for registration should be directed to:

Computershare

Emerald Expositions Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. (EDT), on April 25, 2018.

You will receive a confirmation of your registration by email after we receive your registration materials.

Why is the Annual Meeting only virtual?

We are excited to embrace the latest technology to provide ease of access, real-time communication and cost savings for our stockholders and the Company. Hosting a virtual meeting will provide easy access for stockholders and facilitate participation since stockholders can participate from any location around the world.

What can I do if I change my mind after I vote?

If you are a stockholder of record, you can revoke your proxy before it is exercised by:

• written notice of revocation to our General Counsel and Secretary at 31910 Del Obispo Street, Suite 200, San Juan Capistrano, California 92675;

• timely delivery of a valid, later-dated proxy or a later-dated online vote or vote by telephone; or

• virtually attending the Annual Meeting and voting electronically.

If you are a beneficial owner of shares but not the stockholder of record, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also vote electronically during the live webcast of the Annual Meeting if you obtain a signed legal proxy from your broker, bank or other nominee giving you the right to vote the shares as described in the answer to the question “How do I vote if I am a beneficial owner?” above.

All shares represented by valid proxies received and not revoked will be voted during the live webcast of the Annual Meeting in accordance with the stockholder’s specific voting instructions.

What if I return my proxy card or vote by Internet or phone but do not specify how I want to vote?

If you are a stockholder of record and sign and return your proxy card or complete the online or telephone voting procedures, but do not specify how you want to vote your shares, we will vote them as follows:

• FOR the re-election of the Class I director nominees; and

• FOR the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2018.

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What votes need to be present to hold the Annual Meeting?

Under our Amended and Restated Bylaws, a quorum will exist at the Annual Meeting if stockholders holding a majority of the shares entitled to vote at the Annual Meeting are virtually present or by proxy. Stockholders of record who return a proxy or vote electronically during the live webcast of the meeting will be considered part of the quorum. Abstentions are counted as “present” for determining a quorum.

How are votes counted?

In the election of the Class I directors, your vote may be cast “FOR” all of the nominees or your vote may be “WITHHELD” with respect to one or more of the nominees. If you withhold your vote with respect to any nominee, your shares will not be considered to have been voted for or against the nominee. For all other proposals, your vote may be cast “FOR” or “AGAINST” or you may “ABSTAIN.” If you “ABSTAIN,” it has the same effect as a vote “AGAINST.” If you sign your proxy card with no further instructions and you are a stockholder of record, then your shares will be voted in accordance with the recommendations of our Board. If you sign your proxy card with no further instructions and you are a beneficial owner, then please see the response to the question immediately below for a description of how your shares will be voted.

What is the effect of broker non-votes?

Under the rules of the New York Stock Exchange (“NYSE”), if you are a beneficial owner, your broker, bank or other nominee only has discretion to vote on certain “routine” matters without your voting instructions. The proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm is a “routine” matter, and as a result, your broker, bank or other nominee will be permitted to vote your shares on that proposal during the live webcast of the Annual Meeting regardless of whether you provide proper instructions. Broker non-votes will have no effect on the results of Proposal 1 regarding the re-election of Class I directors.

What is the voting requirement to approve each of the proposals?

The following table sets forth the voting requirements with respect to each of the proposals:

Proposal		Voting Requirement
1.	The re-election of the two Class I director nominees identified in this Proxy Statement each for a three-year term or until his or her successor is duly elected and qualified.	Each Class I director must be elected by a plurality of the votes cast. A plurality means that the nominees with the largest number of votes are elected as directors up to the maximum number of directors to be elected at the Annual Meeting.
2.	The ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2018.	To be approved, this vote must be approved by a majority of the votes cast by the stockholders virtually present or by proxy, meaning that the votes cast by the stockholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal. If a stockholder votes to “ABSTAIN,” it has the same effect as a vote “AGAINST.”

Other matters that may properly come before the Annual Meeting may require more than a majority vote under our Amended and Restated Bylaws, our Amended and Restated Certificate of Incorporation, the laws of Delaware or other applicable laws.

Who will count the votes?

A representative of Computershare will act as the inspector of elections and count the votes.

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What are the implications of the Company’s status as an “Emerging Growth Company”?

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and may remain an emerging growth company for up to five years from April 2017, the date of our initial public offering. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an “emerging growth company.” For so long as we remain an emerging growth company, we are permitted and plan to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include reduced disclosure obligations regarding executive compensation. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We may take advantage of some or all these exemptions until such time as we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues are $1.07 billion or more; (ii) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700.0 million as of the end of the second quarter of that fiscal year; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the last day of the fiscal year ending December 31, 2022. We have taken advantage of certain reduced reporting obligations in this Proxy Statement. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

Where can I find the voting results?

We will announce the preliminary voting results during the live webcast of the Annual Meeting. We will also publish voting results in a current report on Form 8-K that we will file with the SEC within four business days of the Annual Meeting. If on the date of this Form 8-K filing the inspectors of election for the Annual Meeting have not certified the voting results as final, we will note in the filing that the results are preliminary and publish the final results in a subsequent Form 8-K filing within four business days after the final voting results are known.

Who will pay the costs of soliciting these proxies?

We will bear the entire cost of solicitation of proxies, including preparation, assembly, printing and mailing of the Notice of Internet Availability of Proxy Materials, or a full set of the proxy materials (including the Proxy Statement, the 2017 Annual Report and proxy card with postage-paid envelope), as applicable, and any additional information furnished to stockholders. Computershare will assist us in distribution of the proxy materials and will provide voting and tabulation services for the Annual Meeting. We may reimburse banks, brokers, custodians and nominees for their reasonable costs of forwarding proxy materials to beneficial owners. Original solicitation of proxies may be supplemented by electronic means, mail, facsimile, telephone or personal solicitation by our directors, officers or other employees. No additional compensation will be paid to our directors, officers or other employees for such services.

Are you “householding” for stockholders sharing the same address?

The SEC’s rules permit us to deliver a single copy of the Notice of Internet Availability of Proxy Materials to an address that two or more stockholders share. This method of delivery is referred to as “householding” and can significantly reduce our printing and mailing costs. It also reduces the volume of mail that you receive. We will deliver only one Notice of Internet Availability of Proxy Materials, or a full set of the proxy materials (including the Proxy Statement, the 2017 Annual Report and proxy card with postage-paid envelope), as applicable, to multiple registered stockholders sharing an address, unless we receive instructions to the contrary from one or more of the stockholders. If printed copies of proxy materials are requested, we will still send each stockholder an individual proxy card.

If you did not receive an individual copy of the Notice of Internet Availability of Proxy Materials, we will send a copy to you if you contact us at 31910 Del Obispo Street, Suite 200, San Juan Capistrano, California

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92675, Attention: General Counsel and Secretary or by telephone at 1-866-339-4688. If you and other residents at your address have been receiving multiple copies of the Notice of Internet Availability of Proxy Materials, and desire to receive only a single copy of these materials, you may contact your broker, bank or other nominee or contact us at the above address or telephone number.

What is the deadline for stockholders to propose actions for consideration at the 2019 Annual Meeting of Stockholders?

Stockholders who wish to nominate persons for election to our Board or propose other matters to be considered at our 2019 Annual Meeting of Stockholders must provide us advance notice of the director nomination or stockholder proposal, as well as the information specified in our Amended and Restated Bylaws, not earlier than January 9, 2019, which is the 120^th day before the first anniversary of the 2018 Annual Meeting of Stockholders, and not later than 5:00 P.M. EST on February 8, 2019, which is the 90^th day before the first anniversary of the 2018 Annual Meeting of Stockholders, as set forth in the Amended and Restated Bylaws. Stockholders are advised to review our Amended and Restated Bylaws, which contain the requirements for advance notice of director nominations and stockholder proposals. Notice of director nominations and stockholder proposals must be mailed to our General Counsel and Secretary at 31910 Del Obispo Street, Suite 200, San Juan Capistrano, California 92675. The requirements for advance notice of stockholder proposals under our Amended and Restated Bylaws do not apply to proposals properly submitted under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as those stockholder proposals are governed by Rule 14a-8. We reserve the right to reject, rule out of order or take other appropriate action with respect to any director nomination or stockholder proposal that does not comply with our Amended and Restated Bylaws and other applicable requirements.

November 29, 2018, which is 120 days before the first anniversary of the date of our proxy statement released to stockholders in connection with the 2018 Annual Meeting of Stockholders, is the deadline for stockholders to submit proposals to be included in our 2019 proxy statement under Rule 14a-8 under the Exchange Act. However, if the date of the 2019 Annual Meeting of Stockholders is changed by more than 30 days from the date of the previous year’s meeting, then the deadline is a reasonable time before we begin to print and send our proxy statement for the 2019 Annual Meeting of Stockholders. Proposals by stockholders must comply with all requirements of applicable rules of the SEC, including Rule 14a-8, and be mailed to our General Counsel and Secretary at 31910 Del Obispo Street, Suite 200, San Juan Capistrano, California 92675. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with Rule 14a-8 and other applicable requirements.

Whom should I call if I have any questions?

If you have any questions about the Annual Meeting or your ownership of Company voting stock, please contact our transfer agent at:

Computershare Trust Company, N.A.

First Class/Registered/Certified Mail:	Courier Services:
Computershare Investor Services PO Box 505000 Louisville, KY 40233-5000	Computershare Investor Services 250 Royall St. Canton, MA 02021

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BACKGROUND OF THE COMPANY

We are a leading operator of business-to-business (“B2B”) trade shows in the United States. We currently operate more than 55 trade shows, as well as numerous other face-to-face events. In 2017, our events connected over 500,000 global attendees and exhibitors and occupied more than 6.9 million NSF of exhibition space. We have been recognized with many awards and accolades that reflect our industry leadership as well as the importance of our shows to the exhibitors and attendees we serve.

Our trade show franchises typically hold market-leading positions within their respective industry verticals, with significant brand value established over a long period of time. Each of our trade shows is held at least annually, with certain franchises offering multiple trade shows per year. As our shows are frequently the largest and most well attended in their respective industry verticals, we are able to attract high-quality attendees, including those who have the authority to make purchasing decisions on the spot or subsequent to the show. The participation of these attendees makes our trade shows “must-attend” events for our exhibitors, further reinforcing the leading positions of our trade shows within their respective industry verticals. Our attendees use our shows to fulfill procurement needs, source new suppliers, reconnect with existing suppliers, identify trends, learn about new products and network with industry peers, which we believe are factors that make our shows difficult to replace with non-face-to-face events. Our portfolio of trade shows is well-balanced and diversified across both industry sectors and customers. The scale and “must-attend” nature of our trade shows translates into an exceptional value proposition for participants, resulting in a self-reinforcing “network effect” whereby the participation of high-value attendees and exhibitors drives high participant loyalty and predictable, recurring revenue streams.

We were incorporated as Expo Event Holdco, Inc. in Delaware in 2013 and renamed Emerald Expositions Events, Inc. on March 29, 2017.

We were acquired by an affiliate of certain investment funds managed by an affiliate of Onex Corporation (“Onex”) on June 17, 2013 (the “Onex Acquisition”). Prior to the Onex Acquisition, we were named Nielsen Business Media Holding Company and operated as a separate business of The Nielsen Company B.V. (“Nielsen”). Onex owns the majority of our outstanding common stock. As a result, we are a “controlled company” within the meaning of the New York Stock Exchange corporate governance standards. A company of which more than 50% of the combined voting power is held by an individual, a group or another company is a “controlled company” within the meaning of the rules of the New York Stock Exchange.

On May 3, 2017, we completed our initial public offering, or IPO, and our common stock began trading on the New York Stock Exchange, or NYSE, on April 28, 2017 under the ticker symbol “EEX”. In March of 2018, Onex completed a secondary public offering of 6 million shares of our common stock. We did not receive any proceeds from the sale of our common stock by Onex.

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PROPOSAL 1—ELECTION OF CLASS I DIRECTORS

Our Board has nominated two people for election as Class I directors at the Annual Meeting. Each of the nominees currently is a director of the Company. If our stockholders elect these directors, then the directors will hold office until the Annual Meeting of Stockholders in 2021, or until their successors have been duly elected and qualified, subject to the director’s earlier death or resignation or removal. Each of the Board’s nominees has consented to be named in this Proxy Statement and has agreed to serve if elected. If for some reason any of the Board’s nominees is unable to serve or for good cause will not serve if elected, the persons named as proxies may vote for a substitute nominee recommended by the Board and, unless you indicate otherwise on the proxy card, your shares will be voted in favor of the Board’s remaining nominees.

We believe each of the Board’s nominees meets the qualifications established by the Board for service on our Board and has professional experience in areas that are extremely relevant to our strategy and operations. We also believe that the skills, experience, backgrounds and attributes of the Board’s nominees make them the best candidates to serve on our Board.

The following table sets forth, as of March 21, 2018, the name and age of each nominee for director, indicating all positions and offices with us currently held by such director:

Name	Age	Position
Amir Motamedi	37	Director
Jeffrey Naylor	59	Director

See the section of this Proxy Statement entitled “Management” for descriptions of the backgrounds and principal occupations of each of our Class I director nominees, as of March 21, 2018.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF BOTH OF THE BOARD’S CLASS I DIRECTOR NOMINEES LISTED ON THE PROXY CARD.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Corporate Governance

We believe that good corporate governance helps to ensure that the Company is managed for the long-term benefits of our stockholders. We regularly review and consider our corporate governance policies and practices, the SEC’s corporate governance rules and regulations, and the corporate governance listing standards of the NYSE, the stock exchange on which our common stock is listed.

We have adopted our Corporate Governance Guidelines, which provide a framework for the governance of the Company as a whole and describe the principles and practices that the Board follows in carrying out its responsibilities. Our Corporate Governance Guidelines address, among other things:

• the composition, structure and policies of the Board and its committees;

• director qualification standards;

• expectations and responsibilities of directors;

• management succession planning;

• the evaluation of Board performance;

• principles of Board compensation and stock ownership; and

• communications with stockholders and non-management directors.

Our Corporate Governance Guidelines further provide that the Board, acting through the Nominating and Corporate Governance Committee (as described below), conduct a self-evaluation at least annually to determine whether it and its committees are functioning effectively. In addition, our Corporate Governance Guidelines provide that each committee conduct a self-evaluation and compare its performance to the requirements of its charter.

Our Corporate Governance Guidelines are posted on our website at http://www.emeraldexpositions.com under “Investors—Corporate Governance.” Our Corporate Governance Guidelines are reviewed by the Nominating and Corporate Governance Committee from time to time to ensure that they effectively promote the best interests of both the Company and the Company’s stockholders and that they comply with all applicable laws, regulations and NYSE requirements.

Code of Business Conduct and Ethics

We have adopted a code of ethics applicable to all of our directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees, known as the Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics is available on our website at http://www.emeraldexpositions.com under “Investors—Corporate Governance.” In the event that we amend or waive certain provisions of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer or principal accounting officer that requires disclosure under applicable SEC rules, we intend to disclose the same on our website.

Board Composition

Our Board consists of seven directors. In accordance with our amended and restated certificate of incorporation, our Board is divided into three classes with staggered three-year terms. At each annual general meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following such election.

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Our directors are divided among the three classes as follows:

• the Class I directors are Amir Motamedi and Jeffrey Naylor, whose terms expire at this Annual Meeting of Stockholders and, if re-elected, will expire at the Annual Meeting of Stockholders to be held in 2021;

• the Class II directors are Kosty Gilis and Todd Hyatt, whose terms will expire at the Annual Meeting of Stockholders to be held in 2019; and

• the Class III directors are David Loechner, Michael Alicea and Emmanuelle Skala, whose terms will expire at the Annual Meeting of Stockholders to be held in 2020.

The classification of the Board may have the effect of delaying or preventing changes in control of our company. We expect that additional directorships resulting from an increase in the number of directors, if any, will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors on the Board.

Board of Directors and Director Independence

Controlled Company

Onex owns the majority of our outstanding common stock. As a result, we are a “controlled company” within the meaning of the rules of the New York Stock Exchange. Under these rules, a “controlled company” may elect not to comply with certain corporate governance requirements, including:

• the requirement that a majority of our Board consist of independent directors;

• the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the requirement for an annual performance evaluation of the nominating and corporate governance committee and compensation committee.

As a result of Onex’ majority ownership, while we currently have a majority of independent directors, our Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee do not consist entirely of independent directors and the Nominating and Corporate Governance Committee and Compensation Committee are not subject to annual performance evaluations. Accordingly, you do not have the same protections afforded to stockholders of companies that are subject to all of the applicable stock exchange rules.

In order to comply with SEC and NYSE rules, prior to April 27, 2018 our Audit Committee will be required to consist entirely of independent directors. Prior to this date, we expect that Amir Motamedi will resign from the Audit Committee and an additional independent director will be appointed to the Audit Committee.

Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and NYSE listing standards, a director is not independent unless our Board affirmatively determines that he or she does not have a material relationship with us or any of our subsidiaries. Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current NYSE corporate governance rules for listed companies. Our Corporate Governance Guidelines require our Board to review the independence of all directors at least annually. In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition, our Board will determine, considering all relevant facts and circumstances, whether such relationship is material.

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Our Board has affirmatively determined that each of Michael Alicea, Todd Hyatt, Jeffrey Naylor and Emmanuelle Skala is an independent director under the rules of the New York Stock Exchange and an independent director as such term is defined in Rule 10A-3(b)(1) under the Exchange Act. David Loechner, our Chief Executive Officer, is not independent because of his position as an executive officer. Our remaining directors, Kosty Gilis and Amir Motamedi, are not independent because of their affiliations with Onex.

Board Leadership Structure

Our Board has decided to separate the roles of Chief Executive Officer and Chairman. These positions are held by David Loechner, as our Chief Executive Officer, and Kosty Gilis, as the Chairman. We believe this leadership structure is appropriate for our company due to the differences between the two roles. The Chief Executive Officer is responsible for setting our strategic direction, providing day-to-day leadership and managing our business, while the Chairman provides guidance to the Chief Executive Officer, chairs Board meetings and provides information to the members of our Board in advance of such meetings. In addition, separating the roles of Chief Executive Officer and Chairman allows the Chairman to provide oversight of our management.

Our Board does not currently have a designated lead Independent Director. We are aware of the potential conflicts that may arise when a non-independent director is Chairman of the Board, but we believe these potential conflicts are offset by our strong corporate governance practices.

Board Oversight of Risk Management

Our Board administers its risk oversight function primarily through the Audit Committee. To that end, our Audit Committee meets at least quarterly with our Chief Financial Officer and our independent registered public accounting firm where it receives regular updates regarding our management’s assessment of risk exposures including liquidity, credit and operational risks and the process in place to monitor such risks and review results of operations, financial reporting and assessments of internal controls over financial reporting. Our Board believes that its administration of risk management has not affected the Board’s leadership structure.

In addition, the Chief Executive Officer’s membership on and collaboration with the Board allows Mr. Loechner to gauge whether management is providing adequate information for the Board to understand the interrelationships of our various business and financial risks. Mr. Loechner is available to the Board to address any questions from other directors regarding executive management’s ability to identify and mitigate risks and weigh them against potential rewards.

Director Selection Process

The Nominating and Corporate Governance Committee is responsible for reviewing the qualifications of potential director nominees and recommending to the Board those candidates to be nominated for election to the Board. The Nominating and Corporate Governance Committee does not apply any specific minimum qualifications when considering director nominees. Instead, the Nominating and Corporate Governance Committee considers all factors it deems appropriate, which may include, among others (a) ensuring that the Board, as a whole, is appropriately diverse and the extent to which a candidate would fill a present need on the Board, (b) the Board’s size and composition, (c) our corporate governance policies and any applicable laws, (d) individual director performance, expertise, relevant business and financial experience, integrity and willingness to serve actively, (e) the number of other public and private company boards on which a director candidate serves and (f) consideration of director nominees properly proposed by stockholders in accordance with our bylaws. The Board monitors the mix of specific experience, qualifications and skills of its directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. Although the Company does not have a formal policy with respect to diversity, as a matter of practice, the Board considers diversity in the context of the Board as a whole and takes into account considerations relating to ethnicity, gender, cultural diversity and the range of perspectives that the

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directors bring to their work. Stockholders may also nominate directors for election at the Company’s annual stockholders meeting by following the provisions set forth in the Company’s Amended and Restated Bylaws, whose qualifications the Nominating and Corporate Governance Committee will consider.

Meetings of the Board and Committees

During the year ended December 31, 2017, the Board held five meetings. In addition, the Board also acted via unanimous written consent on five other occasions and also held additional informal discussions. All of the directors who served during the year ended December 31, 2017 attended at least 75% of the total meetings of the Board and each of the Board committees on which such director served during their respective tenure. Directors are expected to make best efforts to attend all Board meetings, all meetings of the committee or committees of the Board of which they are a member and the Annual Meeting of Stockholders. Attendance by telephone or videoconference is deemed attendance at a meeting.

Pursuant to our Corporate Governance Guidelines, our Board currently plans to hold at least four meetings each year, with additional meetings to occur (or action to be taken by unanimous consent, either in writing or by electronic transmission) at the discretion of the Board.

Executive Sessions of Non-Management Directors

Pursuant to our Corporate Governance Guidelines, in order to ensure free and open discussion and communication among the non-management directors of the Board, the non-management directors meet in executive session at most Board meetings with no members of management present. The Lead Director, if any, or a director designated by such non-management directors, presides at the executive sessions.

Communications with the Board

Any interested parties wishing to communicate with, or otherwise make his or her concerns known directly to the Board or chairperson of any of the Audit, Compensation and Nominating and Corporate Governance Committees, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the General Counsel and Secretary of the Company, 31910 Del Obispo Street, Suite 200, San Juan Capistrano, California 92675. The General Counsel and Secretary will forward such communications to the appropriate party as soon as practicable. Such communications may be done confidentially or anonymously.

Committees of the Board

The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Our Board may establish other committees to facilitate the management of our business. The composition and functions of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are described below. Members will serve on committees until their resignation or until otherwise determined by our Board.

As permitted by the NYSE listing standards, because we qualify as a “controlled company”, our Audit Committee, Compensation Committee and our Nominating and Corporate Governance Committee are currently not composed entirely of independent directors. In order to comply with SEC and NYSE rules, prior to April 27, 2018 our Audit Committee will be required to consist entirely of independent directors. Each committee operates pursuant to a written charter, each of which is available on the investor relations section of our website at http://www.emeraldexpositions.com under “Investors—Corporate Governance.”

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The following table shows the membership of each committee of our Board as of December 31, 2017, and the number of meetings held by each committee during the year ended December 31, 2017. Emmanuelle Skala was appointed to the Board with effect from January 8, 2018, and therefore did not attend any meetings of the Board during the year ended December 31, 2017.

Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Michael Alicea		Chair
Kosty Gilis(1)		✓	✓
Todd Hyatt	✓
Amir Motamedi(2)	✓	✓
Jeffrey Naylor	Chair	✓	Chair
Number of 2017 Committee Meetings	11	1(3)	0(4)

(1) On April 10, 2017, the Board reconstituted the Audit Committee to exclude Kosty Gilis, who is not “independent” within the applicable NYSE or SEC rules.

(2) Prior to April 27, 2018, we expect that Amir Motamedi will resign from the Audit Committee and an additional independent director will be appointed to the Audit Committee.

(3) In addition, the Compensation Committee acted via unanimous written consent on seven other occasions and also held additional informal discussions.

(4) Our full Board of Directors undertook the responsibilities of the Nominating and Corporate Governance Committee during 2017.

Audit Committee

Currently, the members of the Audit Committee are Jeffrey Naylor, as Chairman, Todd Hyatt and Amir Motamedi. Each of Mr. Naylor and Mr. Hyatt qualifies as an “audit committee financial expert” within the meaning of regulations adopted by the SEC. Mr. Motamedi is not independent under Rule 10A-3 or the NYSE listing rules. Prior to April 10, 2017, Mr. Gilis, who is also not independent under Rule 10A-3 or the NYSE listing rules, also served as a member of the Audit Committee. Accordingly, we are relying on the phase-in provisions of the NYSE listing rules applicable to new public companies. Prior to April 27, 2018 we plan to have an audit committee comprised entirely of independent directors. The Audit Committee recommends the annual appointment and reviews the independence of our independent registered public accounting firm and reviews the scope of audit and non-audit assignments and related fees, the results of the annual audit, accounting principles used in financial reporting, internal auditing procedures, the adequacy of our internal control procedures, related party transactions and investigations into matters related to audit functions. The Audit Committee is also responsible for overseeing risk management on behalf of our Board.

The charter of the Audit Committee permits the committee to, in its discretion, delegate its duties and responsibilities to one or more subcommittees as it deems appropriate.

Compensation Committee

Currently, the members of the compensation committee are Michael Alicea, as Chairman, Jeffrey Naylor, Kosty Gilis and Amir Motamedi. The principal responsibilities of the Compensation Committee are to review and approve matters involving executive and director compensation, recommend changes in employee benefit programs, authorize equity and other incentive arrangements and authorize our company to enter into employment and other employee-related agreements. Because we are a “controlled company” within the meaning of the NYSE listing standards, our Compensation Committee is not yet required to be composed entirely of independent directors.

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The charter of the Compensation Committee permits the committee to, in its discretion, delegate its duties and responsibilities to a subcommittee of the Compensation Committee as it deems appropriate and to the extent permitted by applicable law. All proposed delegations of duties of must be adopted by a resolution of the Compensation Committee and reviewed for compliance with the corporate governance standards of the NYSE, the rules and regulations of the SEC and Delaware corporate law.

Nominating and Corporate Governance Committee

Currently, the members of the Nominating and Corporate Governance Committee are Jeffrey Naylor, as Chairman, and Kosty Gilis. The Nominating and Corporate Governance Committee assists our Board in identifying individuals qualified to become Board members, makes recommendations for nominees for committees, and develops, recommends to the Board and reviews our corporate governance principles. Because we are a “controlled company” within the meaning of the NYSE listing standards, our Nominating and Corporate Governance Committee is not yet required to be composed entirely of independent directors.

The charter of the Nominating and Corporate Governance Committee permits the committee to, in its sole discretion, delegate its duties and responsibilities to one or more subcommittees as it deems appropriate.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past year has served, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or compensation committee. No interlocking relationship exists between any member of the compensation committee (or other committee performing equivalent functions) and any executive, member of the board of directors or member of the compensation committee (or other committee performing equivalent functions) of any other company.

No Hedging Policy

The Company’s Securities Trading Policy prohibits all directors and executive officers of the Company from effecting short sales, put options, call options or other derivative securities, holding securities in a margin account or otherwise pledging securities as collateral for a loan or hedging or similar monetization transactions with respect to the Company’s common stock.

INFORMATION ABOUT THE COMPANY’S INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has selected PricewaterhouseCoopers LLP to be the Company’s independent registered public accounting firm for the year ended December 31, 2018. PricewaterhouseCoopers LLP has been engaged as our independent registered public accounting firm since June 4, 2015, which the Audit Committee approved. As a matter of good corporate governance, the Audit Committee has requested the Board to submit the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018 to stockholders for ratification. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection. We expect representatives of PricewaterhouseCoopers LLP to be present at the Annual Meeting. They will have the opportunity to make a statement at the Annual Meeting if they desire to do so, and will be available to respond to appropriate questions.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES AND SERVICES

The following is a description of the fees billed by PricewaterhouseCoopers LLP for services provided in relation to the years ended December 31, 2017 and 2016.

Type of Fees	Fiscal Year Ended December 31, 2017		Fiscal Year Ended December 31, 2016
Audit Fees(1)	$	1,300,378	$	2,634,530
Audit-Related Fees(2)		—		73,850
Tax Fees(3)		—		—
All Other Fees(4)		3,870		3,870
Total	$	1,304,248	$	2,712,250

(1) Audit fees consist of fees billed or expected to be billed for each of 2017 and 2016 for professional services rendered for the audit of our financial statements and review of interim financial statements. Audit fees also include fees for services associated with registration statements filed with the SEC, such as Form S-1 and Form S-8, including the review of related documents, preparation of comfort letters, and issuance of consents.

(2) Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under audit fees. We did not engage PricewaterhouseCoopers LLP to perform audit-related services during 2017.

(3) We did not engage PricewaterhouseCoopers LLP to perform tax services during 2017 or 2016.

(4) Represents annual licensing fees for technical accounting publications.

The Audit Committee’s outside auditor independence policy provides for pre-approval of audit, audit-related and tax services specifically described by the Audit Committee on an annual basis and, in addition, individual engagements anticipated to exceed pre-established thresholds must be separately approved. The policy authorizes the Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT RELATED

SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee is responsible for the appointment, compensation, retention, oversight and termination of the Company’s independent registered public accounting firm. The Audit Committee has adopted a policy requiring that substantially all audit and non-audit services provided by the independent registered public accounting firm be pre-approved by the Audit Committee. Pre-approval is not necessary for certain minor non-audit services that (i) do not constitute more than 5% of the total amount of revenues paid by the Company to PricewaterhouseCoopers LLP during the fiscal year the non-audit services were provided; (ii) were not recognized by the Company to be non-audit services at the time of the engagement for such services; and (iii) are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Audit Committee. The Audit Committee may delegate authority to one or more independent members of the Audit Committee to grant pre-approvals of audit and permitted non-audit services, provided that any such pre-approvals are presented to the full Audit Committee at its next scheduled meeting.

The Audit Committee has adopted a policy that prohibits our independent registered public accounting firm from providing the following services:

• bookkeeping or other services related to the accounting records or financial statements of the Company;

• financial information systems design and implementation;

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• appraisal or valuation services, providing fairness opinions or preparing contribution-in-kind reports;

• actuarial services;

• internal audit outsourcing services;

• management functions or human resources;

• broker or dealer, investment adviser or investment banking services;

• legal services and expert services unrelated to the audit; and

• any other service that the Public Company Accounting Oversight Board prohibits through regulation.

The Audit Committee’s pre-approval policy is in the Audit Committee Charter, which is available on our website at investor.emeraldexpositions.com/corporate-governance/governance-documents.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD

The Audit Committee is currently comprised of Messrs. Jeffrey Naylor, as Chairman, Todd Hyatt, and Amir Motamedi. We expect that, prior to April 27, 2018, Mr. Motamedi will resign from the Audit Committee and an additional independent director will be appointed. The Audit Committee oversees Emerald Expositions Events, Inc.’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process, including maintaining an effective system of internal controls over financial reporting. The Audit Committee meets separately with management and the independent registered public accounting firm, and may meet with the internal auditors from time to time. The Audit Committee operates under a written charter approved by the Board, a copy of which is available on our website at investor.emeraldexpositions.com/corporate-governance/governance-documents. The charter, among other things, provides that the Audit Committee has full authority to appoint, compensate, retain, oversee and terminate when appropriate, the independent registered public accounting firm.

In addition to fulfilling its oversight responsibilities as set forth in its charter and further described above in the section of this Proxy Statement entitled “Corporate Governance and Board Matters—Committees of the Board—Audit Committee,” the Audit Committee has done the following things:

• reviewed and discussed the audited financial statements in Emerald Expositions Events, Inc.’s annual report on Form 10-K for the year ended December 31, 2017 with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements;

• reviewed with PricewaterhouseCoopers LLP, Emerald Expositions Events, Inc.’s independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles, their judgments as to the quality and acceptability of Emerald Expositions Events, Inc.’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards;

• received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) regarding PricewaterhouseCoopers LLP’s communications with the Audit Committee concerning independence;

• discussed with PricewaterhouseCoopers LLP its independence from management and Emerald Expositions Events, Inc. and considered whether PricewaterhouseCoopers LLP could also provide non-audit services without compromising the firm’s independence;

• discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the Statement on Auditing Standards No. 61., as amended (AICPA, Professional Standards, Vol. 1, AU Section 380, as adopted by the PCAOB in Rule 3200T); and

• discussed with PricewaterhouseCoopers LLP the overall scope and plans for its audit, and then met with PricewaterhouseCoopers LLP, with and without management present, to discuss the results of its examination and the overall quality of Emerald Expositions Events, Inc.’s financial reporting.

Based on the foregoing reviews and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in the annual report on Form 10-K for the year ended December 31, 2017, for filing with the SEC.

This report has been furnished by the members of the Audit Committee of the Board:

Audit Committee

Jeffrey Naylor, Chairman

Todd Hyatt

Amir Motamedi

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MANAGEMENT

The following table sets forth, as of March 21, 2018, the name and age of each executive officer, director and certain significant employees of the Company, indicating all positions and offices with us currently held by such executive officer, director or significant employee:

Name	Age	Position
David Loechner	57	Chief Executive Officer and President; Director
Philip Evans	55	Chief Financial Officer and Treasurer
William Charles	47	Chief Information Officer
Darrell Denny	59	Executive Vice President
Eric Lisman	61	Executive Vice President
Christopher McCabe	52	Executive Vice President
Joseph Randall	60	Executive Vice President
Karalynn Sprouse	48	Executive Vice President
John McGeary	54	Senior Vice President
David Gosling	42	Senior Vice President, General Counsel and Secretary
Lori Jenks	59	Senior Vice President—Operations
Joanne Wheatley	54	Senior Vice President—Marketing Services
Eileen Deady	43	Vice President—Human Resources
Konstantin (Kosty) Gilis	44	Chairman of the Board and Director
Michael Alicea	50	Director
Todd Hyatt	57	Director
Amir Motamedi	37	Director
Jeffrey Naylor	59	Director
Emmanuelle Skala	45	Director

Set forth below are descriptions of the backgrounds of each executive officer, director and certain significant employees of the Company, as of March 21, 2018:

David Loechner. Mr. Loechner has served as the Company’s Chief Executive Officer and President since August 2013 and as President since June 2010, and has been a member of the Board since June 2013. As Chief Executive Officer and President, Mr. Loechner oversees our portfolio of trade shows and conferences as well as leading industry publications and digital products. Between 2006 and June 2010, Mr. Loechner served as our Senior Vice President. Mr. Loechner has over 33 years of industry experience and holds a B.A. from Principia College. Mr. Loechner was selected to serve on our Board due to his business experience and current service as our Chief Executive Officer.

Philip Evans. Mr. Evans joined the Company as Chief Financial Officer and Treasurer in October 2013. Prior to joining Emerald, Mr. Evans was Chief Financial Officer at ProQuest LLC from 2009 to 2013. Mr. Evans oversees all of our financial aspects including budgeting, forecasting, accounting, debt raising and cash flow management, tax planning, M&A activities, investor relations and regulatory and financial reporting. Mr. Evans is an experienced CFO driving performance improvements and strengthening the business with metrics, process and controls. Mr. Evans has over 30 years of experience in financial roles and holds a B.A. Honors from Lancaster University, UK. Mr. Evans is a member of the Institute of Chartered Accountants in England and Wales.

William Charles. Mr. Charles has led our information technology (“IT”) operations since joining us in August 2013, and was promoted to our Chief Information Officer beginning in January 2014. Prior to joining Emerald, Mr. Charles was a senior executive in IT at Pacific Sunwear from 2004 to 2013. Mr. Charles oversees all aspects of our IT infrastructure and systems. Mr. Charles has over 23 years of industry experience and has an M.B.A. from Babson College and an undergraduate degree from the University of Connecticut.

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Darrell Denny. Mr. Denny has served as Executive Vice President since April 2014. From June 2010 to March 2014 Mr. Denny served as our Senior Vice President—Sports & Business Development. From September 2000 to December 2009, Mr. Denny served as Executive Vice President of Penton Media. Mr. Denny has over 31 years of industry experience and holds a B.A. from Texas State University—San Marcos.

Eric Lisman. Mr. Lisman joined us as an Executive Vice President in March 2017. Mr. Lisman is an experienced transaction professional with a 30-year media industry career. From September 2013 through March 2017, Mr. Lisman founded and operated Media Front Inc., a strategic and transaction consulting firm serving the trade show and media industries. Mr. Lisman previously served from December 2012 through September 2013 as Chief Executive Officer of ENK International. From September 1997 through December 2012, he served as Executive Vice President — Corporate Development of Advanstar Communications and, prior to that, as Senior Vice President and General Counsel of Reed Publishing USA. Mr. Lisman holds a B.A. from the University of Virginia and a J.D. from Harvard Law School.

Christopher McCabe. Mr. McCabe has served as Executive Vice President since April 2014. From October 2010 to March 2014 Mr. McCabe served as our Senior Vice President—Photography & Jewelry. From February 2008 to October 2010, Mr. McCabe served as our Vice President—Merchandise. Mr. McCabe sits on the board of directors of the International Association of Exhibitions and Events. Mr. McCabe has over 27 years of industry experience and holds an M.B.A. from Iona College and a B.A. from College of the Holy Cross.

Joseph Randall. Mr. Randall has served as an Executive Vice President since April 2014. From 2006 to March 2014 Mr. Randall served as our Senior Vice President—Building, Design, Healthcare, Military & Apparel. Mr. Randall has over 34 years of industry experience and holds an A.B. from the University of Georgia.

Karalynn Sprouse. Ms. Sprouse has served as an Executive Vice President since June 2014. Ms. Sprouse joined Emerald Expositions in August 2013, serving as Senior Vice President of the General Merchandise and International Sourcing Group. From 2007-2013, Ms. Sprouse served as Vice President for UBM Advanstar’s Fashion Group, MAGIC International. Prior to that, Ms. Sprouse spent 15 years in publishing, most recently she was Vice President of Advertising for the Los Angeles News Group, a division of Media News Group. Ms. Sprouse has over 22 years of experience in publications, events and trade shows.

John McGeary. Mr. McGeary joined Emerald Expositions in 2013 and has served as Senior Vice President since March 2015. Mr. McGeary is a 20-year veteran of the trade show, event and media industries. Mr. McGeary started his career in marketing and sales at Dun & Bradstreet before becoming a Sales Executive at Reed Exhibitions. Mr. McGeary was also part of the Business Development Team that produced three new events including New York Comic Con and the New York Anime Festival. Mr. McGeary also managed the Canadian office for Reed Exhibitions, which led to managing the PGA Merchandise Show in the United States and Canada. Mr. McGeary has a M.B.A. from the University of Bridgeport and his B.S. in Business Administration from Marist College.

David Gosling. Mr. Gosling serves as our Senior Vice President, General Counsel and Secretary; he joined us in July 2013 shortly following our acquisition by Onex. Mr. Gosling oversees all aspects of the business of a legal or corporate nature, including merger & acquisition transactions, commercial contracts, corporate governance and Board matters, equity plans and agreements, debt agreements, financial reporting obligations and litigation. Prior to joining us, Mr. Gosling had over ten years’ experience, having worked as an attorney in private practice from 2012 to July 2013 and from 2005 through 2011 as Corporate Counsel and Business Development Manager for Oakley, Inc., prior to which he was employed by the international law firm of Latham & Watkins LLP. Mr. Gosling is a graduate of Stanford Law School in Stanford, California.

Lori Jenks. Ms. Jenks has served as Senior Vice President—Operations since April 2014. From June 2008 to March 2014 Ms. Jenks served as our Vice President—Operations. From September 2000 to May 2008, Ms. Jenks served as Group Operations Director of VNU. Ms. Jenks has over 24 years of trade show industry event/conference experience. Ms. Jenks is certified in Business Process Improvement and is a certified Six Sigma Green Belt.

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Joanne Wheatley. Ms. Wheatley has served as our Senior Vice President—Marketing Services since November 2015. From June 2010 to October 2015, Ms. Wheatley served as our Vice President – Marketing Services, from July 2009 to May 2010, Ms. Wheatley served as our Vice President— Marketing and between January 2001 and June 2009, she served as our Vice President—Audience Marketing. Ms. Wheatley has over 27 years of industry experience and holds a B.S. from Fairleigh Dickinson University.

Eileen Deady. Ms. Deady has served for 10 years in positions of increasing seniority within Nielsen’s human resources department, most recently serving as our Vice President—Human Resources since September 2013. Ms. Deady oversees all aspects of the Company’s human resources and payroll functions and has over 16 years of industry experience. She holds a Bachelor’s Degree in Communications from the University of Scranton in Pennsylvania.

Konstantin (Kosty) Gilis. Mr. Gilis has been a member of the Board since June 2013, its Chairman since June 2013 and has served on the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee of the Board. Mr. Gilis is a Managing Director at Onex, focusing on the industrial products and business services sectors. Mr. Gilis currently also serves on the board of directors of Clarivate Analytics and WireCo Worldgroup. Prior to joining Onex in 2004, Mr. Gilis worked at Willis Stein & Partners, a Chicago-based private equity firm, and was a management consultant at Bain & Company in the firm’s Toronto, Canada and Johannesburg, South Africa offices. Mr. Gilis holds an M.B.A. from Harvard Business School and a B.S. from The Wharton School of the University of Pennsylvania. Mr. Gilis’ experience in a variety of strategic and financing transactions and investments qualifies him to serve as a member of our Board. His high level of financial expertise is a valuable asset to our Board. As an executive with Onex, our controlling stockholder, he has extensive knowledge of our business.

Michael Alicea. Mr. Alicea has been a member of the Board and the Chairman of the Compensation Committee of the Board since December 2015. Mr. Alicea is presently the Executive Vice President of Global Human Resources for the Nielsen Company. Mr. Alicea is responsible for all human resources activities across the Global Business Services (GBS), Entertainment and Business Development groups at Nielsen, and, since 1995, has held a variety of leadership roles within Nielsen in human resources, communications and operations. Overall, he possesses a strong background in a broad range of human resources, communications, operations and M&A disciplines. Mr. Alicea currently serves on the board of directors for the Emma Bowen Foundation, which is dedicated to preparing minority youth for careers in the media industry, and is Co-Chair of Nielsen’s External Advisory Board. He holds a B.B.A. in Human Resources & Organizational Management and has completed graduate coursework in Business Policy at Baruch College.

Todd Hyatt. Mr. Hyatt has been a member of the Board and the Audit Committee of the Board since December 2015. Mr. Hyatt is currently Executive Vice President and Chief Financial Officer for IHS Markit, Inc., a leading Information Services Company focused on capital intensive industries including energy, automotive and financial services. Mr. Hyatt has worked at IHS since 2005 and has also served as Senior Vice President and Chief Information Officer, Senior Vice President Financial Planning and Analysis and Chief Financial Officer for the Company’s engineering segment. Prior to joining IHS, Mr. Hyatt served as Vice President for Lone Tree Capital Management, a private equity firm. During his career, he has also worked for U S WEST / MediaOne where he was an Executive Director in the Multimedia Ventures organization and for AT&T. He started his career in public accounting, working at Arthur Young and Arthur Andersen. Mr. Hyatt holds a Masters in Management from Purdue University and a B.S. in Accounting from the University of Wyoming. Mr. Hyatt’s extensive management, financial and accounting experience enables him to provide us with strategic and financial guidance in establishing and executing on short and long-term strategic plans.

Amir Motamedi. Mr. Motamedi has been a member of the Board and has served on the Audit Committee and the Compensation Committee since June 2013. Mr. Motamedi is a Managing Director at Onex where he focuses on industrials and business services opportunities. Mr. Motamedi currently also serves on the board of directors of Clarivate Analytics and SMG Holdings Inc. Prior to joining Onex, Mr. Motamedi worked at

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Goldman, Sachs & Co. Mr. Motamedi holds a B.A. and a B. Comm. from McGill University. Mr. Motamedi’s experience in a variety of strategic and financing transactions and investments qualifies him to serve as a member of our Board. As a Managing Director at Onex, our controlling stockholder, Mr. Motamedi has extensive knowledge of our business as well as the markets in which we operate.

Jeffrey Naylor. Mr. Naylor has been a member of the Board and the Chairman of the Audit Committee of the Board since August 2013, has been a member of the Compensation Committee of the Board since December 2015, and has been a member of the Nominating and Corporate Governance Committee of the Board since April 2017. He has served as Managing Director of Topaz Consulting, LLC, a financial consulting firm, since he founded the company in April 2014. Prior to that, from 2004 through 2014, Mr. Naylor held multiple leadership positions with the TJX Companies, including Senior Corporate Advisor, Chief Financial Officer, Chief Administrative Officer, Chief Business Development Officer, and Senior Executive Vice President. Prior to that, he served as Chief Financial Officer of Big Lots, Inc. from 2001 to 2004. Mr. Naylor also serves on the board of directors of Synchrony Financial, a consumer financial services company, the board of directors of Save-A-Lot Food Stores, a national US-based grocery chain, the board of directors of Bargain Hunt, a deep discount retailer, the board of directors of Wayfair Inc., an online destination for the home, as well as the board of directors of Dollar Tree, a leading operator of discount variety stores. He earned an M.B.A. and a B.A. in Economics and Political Science from the J.L. Kellogg Graduate School of Management, Northwestern University. Mr. Naylor brings his significant management, financial and accounting, as well as his other public company board experience to his role on the Board.

Emmanuelle Skala. Ms. Skala has been a member of the Board since January 2018. She is currently Vice President of Customer Service at Toast, a restaurant technology platform. At Toast, she manages all post-sales customer facing teams. From 2008 to 2013, Ms. Skala held positions of increasing seniority at Sophos Group PLC. From 2014 to 2016, Ms. Skala served as the Vice President of Sales for Influitive, and from 2016 to 2017, she served as the Vice President of Sales and Customer Success at DigitalOcean. Ms. Skala serves on the advisory boards of multiple software as a service (SaaS) startups, including Zensight since 2015, and Rekener, Bowery Capital and Nudge.ai since 2017. She is a frequent industry speaker and blogger on SaaS sales and customer success. Ms. Skala holds an M.B.A. in Marketing and Finance from New York University’s Stern School of Business and a B.S. in Industrial Management from Carnegie Mellon University.

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PROPOSAL 2—RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” PROPOSAL 2 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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EXECUTIVE COMPENSATION

2017 Summary Compensation Table

The following table sets forth the portion of compensation paid to the named executive officers that is attributable to services performed during the fiscal years ended December 31, 2015, 2016 and 2017.

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Option Awards ($)(4)		Non-Equity Incentive Plan Compensation ($)(5)		All Other Compensation ($)(6)		Total ($)
David Loechner, President and Chief Executive Officer		2017		479,009		—		—		—		451,027		62,950		992,986
		2016		423,409		—		—		—		516,606		8,366		948,381
		2015		407,892		—		—		—		547,000		7,950		962,842
Philip Evans, Chief Financial Officer and Treasurer		2017		429,011		—		413,532		—		206,721		62,950		1,112,214
		2016		373,520		—		—		—		273,723		9,000		656,243
		2015		359,208		—		—		—		246,150		7,950		613,308
Eric Lisman, Executive Vice President, Corporate Development(7)		2017		282,713		175,000		86,561		211,537		97,993		7,950		861,754

(1) The amounts included in the “Salary” column for 2016 represent annual base salary earned by Messrs. Loechner and Evans (x) for the period beginning on January 1, 2016 and ending on April 30, 2016, at an annual rate of $412,000 and $364,000, respectively, and (y) for the period beginning on May 1, 2016 and ending on December 31, 2016, at an annual rate of $428,480 and $378,560, respectively. The amount included in the “Salary” column for 2017 for Mr. Lisman represents the pro-rated portion of his annual base salary of $350,000 for the period beginning on March 6, 2017, the date on which he became an employee of the Company, and ending on December 31, 2017.

(2) The amount in the “Bonus” column for Mr. Lisman represents the minimum amount that is payable in respect of the portion of Mr. Lisman’s annual bonus that is attributable to the Target Acquisition Bonus (as defined and described below).

(3) The amounts in this column represent the grant date fair value of the equity award calculated in accordance with FASB ASC Topic 718. Details and assumptions used in calculating the grant date fair value of the RSU awards may be found in Note 9, “Shareholder’s Equity and Stock-Based Compensation,” to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on February 22, 2018.

(4) The amounts in this column represent the grant date fair value of the equity award calculated in accordance with FASB ASC Topic 718. Details and assumptions used in calculating the grant date fair value of the option awards may be found in Note 9, “Shareholder’s Equity and Stock-Based Compensation,” to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on February 22, 2018.

(5) For Messrs. Loechner and Evans, the amounts included in the “Non-Equity Incentive Plan Compensation” column represent the named executive officers’ annual performance bonuses earned under the Company’s Annual Incentive Plan, which is described below in the section entitled “Performance Based Annual Cash Incentives.” For Mr. Lisman, the amount included in the “Non-Equity Incentive Plan Compensation” column represents the sum of (i) $51,500, the portion of the Target Acquisition Bonus earned in 2017 in excess of the amount reported in the “Bonus” column and (ii) $46,493 earned under the Company’s Annual Incentive Plan based on achievement of Adjusted EBITDA and revenue targets consistent with those that apply to Messrs. Loechner and Evans. Pursuant to the terms of his letter agreement, as part of his 2017 Target Acquisition Bonus, Mr. Lisman will also be entitled to a payment of $37,750 following the end of each of 2018 and 2019, subject to Mr. Loechner’s and Mr. Evans’ determination that the relevant acquired targets have performed during such period in a manner consistent with the financial objective presented at the time of acquisition.

(6) The amounts included in the “All Other Compensation” column represent, (i) matching contributions made to our 401(k) Savings Plan on behalf of Messrs. Loechner, Evans and Lisman in the amount of $7,950 each

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and (ii) the first installment of the Special Acquisition Bonus (as described below) in the amount of $55,000 for each of Messrs. Loechner and Evans. For each of Messrs. Loechner and Evans, subject to adjustment per the terms of his employment agreement, as described below, the second installment of the Special Acquisition Bonus earned in 2017 will be paid in February 2019 and is not reported in the Summary Compensation Table for 2017.

(7) Mr. Lisman commenced employment with the Company on March 6, 2017.

Narrative Disclosure to Summary Compensation Table

Elements of Compensation

In 2017, we compensated our named executive officers through a combination of base salary and annual cash incentives.

Base Salary

The 2016 base salaries for each of Messrs. Loechner and Evans were set by the Compensation Committee (the “Committee”) and increased effective May 1, 2016 pursuant to merit increases as determined by the Committee to be appropriate in light of the named executive officers’ contributions to the Company. Base salaries for our named executive officers are typically reviewed by the Committee on an annual basis. Effective as of January 1, 2017, the base salaries for Messrs. Loechner and Evans were increased to $480,000 and $430,000, respectively. Pursuant to the terms of his letter agreement with the Company dated February 1, 2017 (the “Lisman Letter Agreement”), Mr. Lisman’s base salary is $350,000, which was increased to $385,000 effective as of January 1, 2018.

Performance Based Annual Cash Incentives

In respect of performance during 2017, each of our named executive officers was eligible to receive an annual cash bonus under the Company’s 2017 Annual Incentive Plan (the “Annual Incentive Plan”), which is administered by the Committee. Under the Annual Incentive Plan for 2017, the amount of the bonuses payable depends on achievement of specified Adjusted EBITDA and revenue targets. Pursuant to the terms of the Annual Incentive Plan, with respect to the Adjusted EBITDA and revenue goals, the Company must achieve at least 90% of the performance metric’s target level in order for the participant to earn a payout of 50% of the participant’s target payout amount, and participants may earn a maximum payout of 400% of the participant’s target payout amount for that metric if performance achieved is at least 130% of the performance metric’s target level. No payout with respect to either of the Adjusted EBITDA or revenue metrics is to be made if achievement is less than 90% of the metric’s target level.

For 2017, the Company’s threshold, target and maximum (i) Adjusted EBITDA goals were $150.0 million, $166.7 million and $216.7 million, respectively, and (ii) revenue goals were $324.4 million, $360.4 million and $468.6 million, respectively. The Committee determined that the Company had achieved 94.8% of the target Adjusted EBITDA goal and 95.9% of the target revenue goal, in each case following certain nonmaterial adjustments to the performance goals determined to be appropriate by the Committee in light of certain unfavorable launches and minor adjustments to initial performance assumptions. Based on these levels of achievement, the payout percentages in respect of the revenue and Adjusted EBITDA components, for 2017 were 73.8% and 79.3%, respectively, resulting in an overall payout percentage of 75.2%. For the purposes of measuring achievement under the Annual Incentive Plan, “Adjusted EBITDA”, as used in this section, is calculated as Adjusted EBITDA as discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on February 22, 2018, excluding the results of certain 2017 acquisitions.

Mr. Loechner was eligible to earn a target bonus of $600,000 based upon achievement of Company revenue and Adjusted EBITDA targets, weighted 25% and 75%, respectively. Mr. Evans was eligible to earn a target bonus of $275,000 based upon achievement of Company revenues and Adjusted EBITDA targets, weighted 25% and 75%, respectively.

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Pursuant to the terms of the Lisman Letter Agreement, Mr. Lisman was eligible to earn a target annual bonus of $350,000 consisting of (x) a target acquisition bonus of $250,000 (“Target Acquisition Bonus”, and actual bonus payout thereunder, the “Acquisitions Bonus”) and (y) a target bonus of $75,000 (prorated to $61,849 for 2017 based on his employment commencement date of March 6, 2017) based upon achievement of Company revenues and Adjusted EBITDA targets, weighted 25% and 75%, respectively. The Target Acquisition Bonus is achieved based upon the Company’s aggregate commitment in acquisition spend of at least $60 million in a calendar year, following which Mr. Lisman will be entitled to a minimum Acquisition Bonus of $175,000 and a maximum Acquisition Bonus of $475,000, with the final amount of the Acquisition Bonus to be determined in good faith by Mr. Loechner and Mr. Evans after their consideration of factors such as the aggregate acquisition spend and the number of transactions closed in such calendar year. Twenty-five percent of the Acquisition Bonus will remain subject to further adjustment by Mr. Loechner and Mr. Evans (with input from the Committee) based upon the performance of the targets acquired during the applicable calendar year, and will be paid in two equal installments, with one half (i.e. 12.5% of the Acquisition Bonus, subject to adjustments as described in the foregoing) at the end of each of the two calendar years following the calendar year to which the acquisition spend relates. For 2017, Mr. Lisman’s performance goal relating to the Target Acquisition Bonus was determined to have been met such that he received a payment equal to $226,500 on February 17, 2018, and will be entitled to a payment of $37,750 following the end of each of 2018 and 2019, subject to Mr. Loechner’s and Mr. Evans’ determination that the relevant acquisitions have performed during such period in a manner consistent with the financial objective presented at the time of acquisition.

Long Term Incentives

We previously maintained the 2013 Stock Option Plan (the “2013 Plan”) for the purpose of granting options to acquire common stock to our employees, including Messrs. Loechner and Evans. We believe that the granting of long-term equity compensation is important to ensure that the interests of management align with those of our stockholders. Prior to our initial public offering, we periodically granted equity awards in the form of stock options, with the last grants to Messrs. Loechner and Evans under the 2013 Plan made in 2014.

In connection with our initial public offering, the Board adopted and our stockholders approved the Emerald Expositions Events, Inc. 2017 Omnibus Equity Plan (the “2017 Plan”), under which equity awards may be made in respect of 5,000,000 shares of common stock of the Company. Under the 2017 Plan, awards may be granted in the form of options, restricted stock, restricted stock units, stock appreciation rights, dividend equivalent rights, share awards and performance-based awards (including performance share units and performance-based restricted stock). Following our initial public offering, all long-term equity compensation awards have been and will be made under the 2017 Plan.

In connection with his commencement of employment with the Company, on September 21, 2017, Mr. Lisman received a grant of 3,820 restricted stock units in respect of our common stock (“RSUs”) and 38,200 stock options under the 2017 Plan that are scheduled to vest in 25% increments on each of the first four anniversaries of his date of hire. On June 9, 2017, Mr. Evans received a grant of 19,048 RSUs under the 2017 Plan that are scheduled to vest in 33 1/3% increments on each of the first three anniversaries of the date of grant. On January 22, 2018, each of our named executive officers received a grant of RSUs (13,587, 6,793 and 5,231 for Messrs. Loechner, Evans and Lisman, respectively) and stock options (138,889, 69,444, 53,472 for Messrs. Loechner, Evans and Lisman, respectively), each of which are scheduled to vest in 25% increments on each of the first four anniversaries of the date of grant. Notwithstanding the foregoing, each named executive officer’s then-unvested RSUs and stock options shall become fully vested upon a Change in Control, subject to his continued employment through the date of such Change in Control (as defined in the 2017 Plan).

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Agreements with Named Executive Officers

David Loechner

On June 17, 2013, the Company entered into an agreement with Mr. Loechner to serve as Chief Executive Officer of the Company which was amended and restated on March 30, 2017 (the “CEO Agreement”), which provides for an initial five-year term that commenced on January 1, 2017, subject to automatic one-year renewal terms thereafter unless either party provides at least 30 days’ advance written notice prior to the end of the then current term of its intent not to renew the term. The CEO Agreement provides that Mr. Loechner would receive an annual base salary of $480,000, subject to increase (but not decrease) at the discretion of the Board (or committee thereof) and would be eligible to receive an annual bonus, with a target annual bonus equal to $600,000, subject to satisfaction of performance goals set annually by the Board. The CEO Agreement also provides that Mr. Loechner would be eligible to participate in all benefit programs for which other senior executives of the Company are generally eligible. In addition, the CEO Agreement provided for severance payments upon certain terminations of employment, as described below under “Payments upon Certain Events of Termination or Change in Control.” The CEO Agreement provides that the executive would be subject to a perpetual confidentiality covenant and that both the Company and the executive would be subject to a perpetual non-disparagement covenant.

Philip Evans

On July 14, 2014, the Company entered into an agreement with Mr. Evans to serve as Chief Financial Officer of the Company which was amended and restated on March 30, 2017 (the “CFO Agreement”), which provides for an initial five-year term that commenced on January 1, 2017, subject to automatic one-year renewal terms thereafter unless either party provides at least 30 days’ advance written notice prior to the end of the then current term of its intent not to renew the term. The CFO Agreement provides that Mr. Evans would receive an annual base salary of $430,000, subject to increase (but not decrease) at the discretion of the Board (or committee thereof) and would be eligible to receive an annual bonus, with a target annual bonus equal to $275,000, subject to satisfaction of performance goals set annually by the Board. The CFO Agreement also provides that Mr. Evans would be eligible to participate in all benefit programs for which other senior executives of the Company are generally eligible. In addition, the CFO Agreement provided for severance payments upon certain terminations of employment, as described below under “Payments upon Certain Events of Termination or Change in Control.” The CFO Agreement provides that the executive is subject to a perpetual confidentiality covenant and that both the Company and the executive would be subject to a perpetual non-disparagement covenant.

Special Acquisition Bonuses (David Loechner and Philip Evans)

Each of the CEO Agreement and the CFO Agreement provide that the named executive officer is eligible to receive a special acquisition bonus (the “Special Acquisition Bonus”) in an amount equal to $100,000 based on the Company’s successful acquisition during the calendar year of “Acquired EBITDA” (as defined below) of at least $8 million, with the amount of the Special Acquisition Bonus subject to adjustment by the Board to the extent Acquired EBITDA in any calendar year is greater or less than the Acquired EBITDA target. Notwithstanding the foregoing, if Acquired EBITDA is equal to or greater than $4 million, the minimum Special Acquisition Bonus shall be $50,000. Any Special Acquisition Bonus shall be payable in two equal annual installments after the end of the first and second calendar year following the calendar year in respect of which the Special Acquisition Bonus has been earned (with each installment to be paid at the same time that annual bonuses are customarily paid for such year); provided, that, to the extent the actual “EBITDA” (as defined below) added by the businesses acquired in any calendar year is, in the aggregate, more or less than the Acquired EBITDA target, the Board may in its discretion adjust the amount of (or, if necessary, eliminate) the second installment of the Special Acquisition Bonus to which the acquisition of such businesses relates. For purposes of the foregoing, “Acquired EBITDA” means the pro forma earnings before interest, tax, depreciation and amortization (“EBITDA”) expected to be added to the Company’s EBITDA in the calendar year following the calendar year of the relevant acquisition, as calculated by the Board in its reasonable discretion. The Committee

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determined on February 8, 2018, that for each of Messrs. Loechner and Evans, that the Special Acquisition Bonus was earned in an amount equal to $110,000. The first installment of the Special Acquisition Bonus was paid to each of Messrs. Loechner and Evans on February 17, 2018.

Eric Lisman

On February 1, 2017, the Company entered into a letter agreement with Eric Lisman which provides for an initial annual base salary of $350,000 which is subject to automatic increase (x) effective as of January 1, 2018, to $385,000 and (y) effective as of January 1, 2019, to $423,500 and (z) following the January 1, 2019 increase, in a manner consistent with those applied to other members of the senior management team. The letter agreement also provides that Mr. Lisman is eligible for an annual bonus as described above under the heading “Performance Based Annual Cash Incentives.” The letter agreement also provides that Mr. Lisman would be eligible to participate in all benefit programs for which other senior executives of the Company are generally eligible. Mr. Lisman is also entitled to a stipend of $1,500 per month to cover reasonable costs associated with the maintenance of his home-based office which will serve as his principal place of employment (including, without limitation, rent, utilities, mobile telephone, data plan and office supplies). Mr. Lisman will not at any time be required by the Company to relocate his principal place of employment without his consent. In addition, the letter agreement provides for severance payments upon certain terminations of employment, as described below under “Payments upon Certain Events of Termination or Change in Control.” The letter agreement provides that the executive would be subject to a noncompetition covenant during the term of employment and the one-year period following termination of employment. Pursuant to the terms of his equity award agreements, Mr. Lisman is subject to a perpetual confidentiality covenant, and noncompetition and nonsolicitation covenants during the term of employment and the one-year period following termination of employment.

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Outstanding Equity Awards at 2017 Fiscal Year-End

The following table summarizes the number of securities underlying the equity awards held by each of the named executive officers as of the fiscal year ended December 31, 2017.

	Option Awards									Stock Awards
Name	Number of securities underlying unexercised options exercisable		Number of  securities underlying unexercised options unexercisable(1)			Option exercise price ($)		Option expiration date		Number of shares or units of stock that have not vested(2)			Market value of shares or units of stock that have not vested ($)(11)
David Loechner		766,000		191,500	(3)		8.00		7/19/2023		—			—
		353,000		88,250	(3)		12.00		7/19/2023		—			—
		353,000		88,250	(3)		16.00		7/19/2023		—			—
		18,000		12,000	(4)		8.00		2/26/2024		—			—
		108,750		72,500	(5)		8.00		4/22/2024		—			—
		54,375		36,250	(5)		12.00		4/22/2024		—			—
		54,375		36,250	(5)		16.00		4/22/2024		—			—
		17,100		11,400	(6)		10.40		12/15/2024		—			—
		8,550		5,700	(6)		12.00		12/15/2024		—			—
		8,550		5,700	(6)		16.00		12/15/2024		—			—
Philip Evans		226,000		56,500	(7)		8.00		11/6/2023		—			—
		98,000		24,500	(7)		12.00		11/6/2023		—			—
		98,000		24,500	(7)		16.00		11/6/2023		—			—
		9,000		6,000	(4)		8.00		2/26/2024		—			—
		38,475		25,650	(5)		8.00		4/22/2024		—			—
		19,200		12,800	(5)		12.00		4/22/2024		—			—
		19,200		12,800	(5)		16.00		4/22/2024		—			—
		25,650		17,100	(6)		10.40		12/15/2024		—			—
		12,825		8,550	(6)		12.00		12/15/2024		—			—
		12,825		8,550	(6)		16.00		12/15/2024		—			—
		—		—			—		—		19,048	(8)		387,436
Eric Lisman		0		38,200	(9)		22.66		09/21/2027		—			—
		—		—			—		—		3,820	(10)		77,699

(1) The options shown in this column will become fully vested in the event of a change in control ((x) for Messrs. Loechner and Evans, as defined in the 2013 Plan and (y) for Mr. Lisman, as defined in the 2017 Plan).

(2) The RSUs shown in this column will become fully vested in the event of a Change in Control (as defined in the 2017 Plan).

(3) The options shown in this row were granted with a five-year vesting schedule, and will continue to vest in one remaining installment on July 19, 2018.

(4) The options shown in this row were granted with a five-year vesting schedule, with the fourth installment of 20% having vested on February 26, 2018, and will continue to vest in one remaining installment on February 26, 2019.

(5) The options shown in this row were granted with a five-year vesting schedule, and will continue to vest in two remaining equal installments on April 22, 2018 and April 22, 2019.

(6) The options shown in this row were granted with a five-year vesting schedule, and will continue to vest in two remaining equal installments on December 15, 2018 and December 15, 2019.

(7) The options shown in this row were granted with a five-year vesting schedule, and will continue to vest in one remaining installment on November 6, 2018.

(8) The RSUs shown in this row were granted with a three-year vesting schedule, and will vest in three installments on June 9, 2018, June 9, 2019 and June 9, 2020.

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(9) The options shown in this row were granted with a four-year vesting schedule, with the first installment of 25% having vested on March 6, 2018, and will continue to vest in three remaining installments on March 6, 2019, March 6, 2020 and March 6, 2021.

(10) The RSUs shown in this row were granted with a four-year vesting schedule, with the first installment of 25% having vested on March 6, 2018, and will continue to vest in three remaining installments on March 6, 2019, March 6, 2020 and March 6, 2021.

(11) The amount shown in this column is based on the fair market value of a share of the Company’s common stock at the close of market on the New York Stock Exchange on December 29, 2017 ($20.34).

Additional Narrative Disclosure

Retirement Benefits

We maintain a tax-qualified Section 401(k) retirement savings plan that provides for employee contributions and employer matching contributions equal to 50% of salary deferrals up to 6% of a participant’s compensation. Our named executive officers are eligible to participate in our tax-qualified Section 401(k) retirement savings plan on the same basis as other employees who satisfy the plan’s eligibility requirements, including requirements relating to age and length of service. Under this plan, participants may elect to make pre-tax contributions not to exceed the applicable statutory income tax limitation, which, subject to certain exceptions, was $18,000 for calendar year 2017. Participants are fully vested in their own contributions and vest in the company matching contributions after three years of service.

Our compensation program does not include any other material benefits or perquisites for our named executive officers.

Payments upon Certain Events of Termination or Change in Control

Pursuant to the terms of the Employment Agreements, Messrs. Loechner and Evans are entitled to receive certain payments in connection with certain termination events.

In the event of a termination of employment for any reason, each of Messrs. Loechner and Evans is entitled to payment of any earned but unpaid base salary, unused vacation days, other vested benefits in accordance with the applicable employee benefit plan, unreimbursed business expenses and (except in the case of a termination by the Company for cause, by the executive without good reason or other than due to death or disability (as defined in the applicable Employment Agreement)) earned but unpaid annual bonus for fiscal years completed prior to the termination date.

In addition, upon a termination of employment other than for cause, death, or disability, or upon a termination for good reason, and subject to the execution and non-revocation of a general release of claims against the Company, each of Messrs. Loechner and Evans is entitled to receive over the 12-month period following termination of employment (the “Severance Period”) (x) severance payments in an amount equal to the sum of annual base salary and target bonus opportunity and (y) to the extent permitted pursuant to the applicable plans, continuation on the same terms as an active employee for himself and his dependents of medical insurance benefits, provided, however, that such benefits continuation shall cease if the executive becomes eligible for medical benefits from a subsequent employer prior to the end of the Severance Period. If the Company is unable to obtain the coverage described in the foregoing sentence, during the Severance Period, the Company shall pay the executive a monthly payment equal to the monthly amount the Company would have paid had the executive continued participation in the Company’s medical plan. Upon a termination of employment due to the executive’s death or disability, each of Messrs. Loechner and Evans is entitled to receive a cash amount equal to his pro-rata bonus for the year of termination. In addition, pursuant to the Employment Agreements, in the event of a termination other than for cause, death or disability, or by the executive for good reason (in each case, as defined in the Employment Agreement), in addition to the severance payments and benefits they would have been entitled to under the Employment Agreements as described above, each of Messrs. Loechner and Evans would be entitled to payment of the Special Acquisition Bonus.

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Pursuant to the terms of the applicable option agreements, in the event of a change in control (as defined in the 2013 Plan), each of Mr. Loechner’s and Mr. Evans’ outstanding options shall vest in full and become fully exercisable.

Mr. Lisman’s letter agreement provides that upon a termination other than for cause, subject to his execution and delivery of a release of claims against the Company, he will be entitled to (i) base salary continuation for the 12-month period following termination (ii) a lump sum payment equal to the annual target bonus equal to $350,000, (iii) continuation of employee health benefits for the 12-month period following termination, (iv) payment of any annual bonus amounts earned in earlier years and scheduled for future payment and (v) a pro-rated annual bonus target amount (pro-rated to reflect the percentage of the calendar year that has lapsed as of the date of termination).

Pursuant to the terms of the option agreement and RSU agreement, in the event of a change in control (as defined in the 2017 Plan), Mr. Lisman’s outstanding options and RSUs shall vest in full and become fully exercisable (as applicable).

In addition, Messrs. Loechner and Evans are each party to a deal success bonus agreement (each, a “Sale Bonus Agreement”) with the Company which provides for payment of a deal success bonus in the event of a Sale (as defined in the Sale Bonus Agreement) in the amount of $700,000 for each of Messrs. Loechner and Evans (each, a “Sale Bonus”), which Sale Bonus shall be paid (x) 50% within ten days of the closing of a Sale and (y) 50% on the earlier to occur of (i) the six-month anniversary of the closing of a sale and (ii) the executive’s termination of employment without cause (as defined in the Sale Bonus Agreement). If the executive’s employment is terminated prior to the Sale closing date for any reason, the executive will not be entitled to any portion of the Sale Bonus. If the executive’s employment is terminated for any reason (other than by the Company without cause) following a Sale but prior to the six-month anniversary of the Sale closing date, the executive shall not be entitled to the portion of the Sale Bonus described in clause (y) above.

2017 Director Compensation

For 2017, the Company’s outside directors, Messrs. Alicea, Hyatt and Naylor, each received an annual retainer of $100,000 for their service on the Board, with $50,000 paid in cash and $50,000 in shares of Company stock. In addition, Mr. Hyatt received an Audit Committee member retainer of $10,000. Messrs. Alicea and Naylor each received further retainers of $15,000 and $25,000, respectively, for their service as chairpersons of the Compensation and Audit Committees, respectively. Mr. Naylor also received a retainer of $7,500 for his service on the Compensation Committee.

Shown below is information regarding the compensation for each member of the Board for the year ended December 31, 2017, other than the compensation for Mr. Loechner which is reported above in the Summary Compensation Table. Ms. Skala joined the Board effective January 8, 2018 and therefore is not reflected in the table below.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)			Total ($)
Kosty Gilis		—		—			—
David Loechner		—		—			—
Amir Motamedi		—		—			—
Michael Alicea(1)	$	65,000	$	50,000	(3)	$	115,000
Todd Hyatt		60,000		50,000	(3)		110,000
Jeffrey Naylor(2)		82,500		50,000	(3)		132,500

(1) As of December 31, 2017, Mr. Alicea held 7,750 outstanding options, of which 1,550 were vested.

(2) As of December 31, 2017, Mr. Naylor held 43,750 outstanding options, of which 32,500 were vested.

(3) This amount reflects the aggregate grant date fair value of the 2,875 shares received by each of Messrs. Naylor, Alicea and Hyatt during 2017.

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IRS Code Section 162(m)

Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”), as recently amended by the Tax Cuts and Jobs Act of 2017, applies to certain corporations, including corporations with publicly traded securities, and, generally, disallows the corporation from taking a tax deduction for individual compensation exceeding $1 million in any taxable year paid to the Chief Executive Officer, Chief Financial Officer and the next three mostly highly compensated officers (and those who have previously been covered by the Section 162(m) rules). As amended, Section 162(m) no longer provides an exception to the deductibility limitations for “performance-based” compensation, except for certain grandfathered arrangements under the transition rules. In addition, Section 162(m) also includes transition provisions for companies that become publicly-held through an initial public offering process that may apply for a period of approximately three years following the consummation of the initial public offering of the Company with respect to certain compensation arrangements that were entered into before such initial public offering. The Company is currently within this transition period and will consider the impact of Section 162(m) in the future when the transition period expires.

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STOCK

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of our common stock as of March 21, 2018:

• each person or entity who is known by us to beneficially own more than 5% of our common stock;

• each of our directors and named executive officers; and

• all of our directors and executive officers as a group.

Information with respect to beneficial ownership has been furnished to us by each director, executive officer or stockholder listed in the table below, as the case may be. The amounts and percentages of our common stock beneficially owned are reported on the basis of rules of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days after March 21, 2018, including any shares of our common stock subject to an option that has vested or will vest within 60 days after March 21, 2018. More than one person may be deemed to be a beneficial owner of the same securities.

The percentage of beneficial ownership is based on 72,783,241 shares of common stock outstanding as of March 21, 2018.

Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated below, the address for each person or entity listed below is c/o Emerald Expositions Events, Inc., 31910 Del Obispo Street, San Juan Capistrano, California 92675.

	Number of Shares Beneficially Owned
Name of Beneficial Owner and Selling Stockholder	Number of Shares		Percentage of Shares
5% Stockholders
Onex(1)		47,808,332		65.7	%
FMR LLC(2)		6,926,245		9.5	%
Named Executive Officers and Directors
David Loechner(3)		1,633,071		2.2	%
Philip Evans(4)		640,300			*
Eric Lisman (5)		10,228			*
Kosty Gilis(6)		—		—
Amir Motamedi(6)		—		—
Jeffrey Naylor(7)		86,375			*
Michael Alicea(8)		17,600			*
Todd Hyatt		6,750			*
Emmanuelle Skala		—		—
All executive officers and directors as a group (16 persons)(9)		3,832,457		5.3	%

* Represents beneficial ownership of less than 1% of our outstanding common stock.

(1) Includes: (i) 33,663,428 shares of common stock held by Onex Partners III LP, (ii) 1,399,350 shares of common stock held by Onex Partners III GP LP (iii) 429,903 shares of common stock held by Onex US

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Principals LP, (iv) 426,812 shares of common stock held by Onex Partners III PV LP, (v) 11,302,496shares of common stock held by Onex Expo SARL, (vi) 108,260 shares of common stock held by Onex Partners III Select LP, and (vii) 478,083 shares of common stock held by Onex Advisor Subco III LLC. Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, and/or Mr. Gerald W. Schwartz, may be deemed to beneficially own the common stock held by (a) Onex Partners III LP, through Onex Corporation’s indirect ownership or control of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III LP, (b) Onex Partners III GP LP, through Onex Corporation’s ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, (c) Onex US Principals LP, through Onex Corporation’s ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP, (d) Onex Partners III PV LP, through Onex Corporation’s indirect ownership or control of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III PV LP, (e) Onex Expo SARL, through Onex Corporation’s ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of (i) Onex American Holdings Subco LLC, which in turn holds all of the equity of OAH Wind LLC, which owns approximately 95% of the outstanding equity of Onex Expo SARL, and (ii) all of the outstanding equity of each of Expo EI LLC and Expo EI II LLC which, through their collective ownership of Expo EI III LLC, own the remaining outstanding equity of Onex Expo SARL, (f) Onex Partners III Select LP, through Onex Corporation’s indirect ownership or control of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III Select LP; and (g) Onex Advisor Subco III LLC, through Gerald W. Schwartz’s indirect control of 1597257 Ontario Inc., which owns all of the voting equity of New PCo II Investments Ltd., which owns all of the equity interest of Onex Advisor Subco LLC which in turn owns all of the equity of Onex Advisor Subco III LLC. Mr. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to beneficially own all of the common stock beneficially owned by Onex Corporation. Mr. Schwartz disclaims such beneficial ownership. The address for Onex Corporation and Mr. Schwartz is 161 Bay Street, Toronto, ON M5J 2S1.

(2) The information regarding FMR LLC (“FMR”) is based solely on information included in the Schedule 13G/A filed by FMR with the SEC on February 13, 2018. The Schedule 13G/A states that Abigail P. Johnson, Director, Chairman and Chief Executive Officer of FMR and various members of the Johnson family, through their ownership of 49% of the FMR voting common stock and the execution of a shareholders’ voting agreement, may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR. The Schedule 13G/A also states that neither FMR nor Ms. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. FMR reported its address as 245 Summer Street, Boston, Massachusetts 02210.

(3) Includes 1,455,571 shares of common stock issuable upon the exercise of currently vested options and 72,500 shares of common stock issuable upon the exercise of options exercisable within 60 days of March 21, 2018.

(4) Includes 562,175 shares of common stock issuable upon the exercise of currently vested options and 25,625 shares of common stock issuable upon the exercise of options exercisable within 60 days of March 21, 2018.

(5) Includes 9,550 shares of common stock issuable upon the exercise of currently vested options.

(6) Does not include shares of common stock held by funds managed by an affiliate of Onex Corporation. Mr. Gilis and Mr. Motamedi are directors of Emerald Expositions. Mr. Gilis and Mr. Motamedi are both managing directors of Onex Corporation. Mr. Gilis and Mr. Motamedi do not have voting or investment power with respect to the shares held by such funds.

(7) Includes 35,000 shares of common stock issuable upon the exercise of currently vested options.

35

(8) Includes 3,100 shares of common stock issuable upon the exercise of currently vested options.

(9) Includes 3,269,791 shares of common stock issuable upon the exercise of currently vested options and 144,300 shares of common stock issuable upon the exercise of options exercisable within 60 days of March 21, 2018.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors and each person who owns more than 10% of our outstanding Company common stock, to file reports of their stock ownership and changes in their ownership of our Company common stock with the SEC and the NYSE. These same people must also furnish us with copies of these reports and representations made to us that no other reports were required. We have performed a general review of such reports and amendments thereto filed in the year ended December 31, 2017 and from January 1, 2018 to the date of this proxy statement. Based solely on our review of the copies of such reports furnished to us or such representations, as appropriate, to our knowledge during the period covered by our review, except for the initial report on Form 3 filed by Emmanuelle Skala as a result of her appointment to our Board with effect from January 8, 2018, all Section 16(a) filing requirements applicable to our directors, executive officers and 10% stockholders were completed in a timely manner.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table summarizes our equity compensation plan information as of December 31, 2017.

	Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)			(b)			(c)
Equity compensation plans approved by security holders:
Expo Event Holdco, Inc. 2013 Stock Option Plan		6,317,537		$	10.65			—
2017 Omnibus Equity Plan		1,301,408	(1)	$	22.11	(2)		3,698,592
Equity compensation plans not approved by security holders		—			—			—
Total		7,618,945		$	12.26			3,698,592

⁽¹⁾  Includes 1,030,599 outstanding stock options and 270,809 unvested RSUs granted under the 2017 Plan.

⁽²⁾  Weighted average exercise price is based on the outstanding stock options. Calculation excludes RSUs.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following is a description of transactions during the year ended December 31, 2017 to which we were a party in which the amount involved exceeded or will exceed $120,000, and in which any of our executive officers, directors or holders of more than 5% of any class of our voting securities, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

Management Agreement

On June 17, 2013, we entered into a management agreement with Onex, pursuant to which we paid Onex fees for certain services provided by them to us in connection with certain acquisitions, including out-of-pocket expenses, and we paid an annual management fee of $0.8 million for certain management services performed by Onex on our behalf, as well as certain out-of-pocket expenses incurred in connection with the performance of such services. The management agreement was terminated in connection with the IPO. We paid $0.2 million to Onex pursuant to the management agreement in 2017 representing the payment for the first quarter of 2017.

Stockholders’ Agreement

Various Onex entities and certain members of our management and our Board who had invested in our common stock entered into a stockholders’ agreement, dated July 19, 2013, with respect to such investment (the “Stockholders’ Agreement”). Prior to the IPO, the Stockholders’ Agreement contained, among other things, certain restrictions on the parties’ ability to freely transfer shares of our common stock. In addition, Onex had the right to designate two members of our Board, and to approve other members of our Board. The Stockholders’ Agreement also provided that Onex-appointed directors may have a greater number of votes than other members of our Board; however, the Stockholders’ Agreement provided that Onex had the right to waive any or all of such rights. The Stockholders’ Agreement also provided for certain tag-along rights, drag-along rights and preemptive rights. In connection with the IPO, Onex and the Company amended the Stockholders’ Agreement to eliminate Onex’ board designation, super-voting, tag-along, drag-along and preemptive rights.

Registration Rights Agreement

We, Onex and certain of our executive officers also entered into a registration rights agreement dated July 19, 2013, as amended, in connection with the Onex Acquisition. Pursuant to the registration rights agreement, holders of approximately 48.3 million shares of our common stock have the right to require us to register their shares under the Securities Act under specified circumstances. After registration pursuant to these rights, in most cases these shares will become freely tradable without restriction under the Securities Act.

Demand Registration Rights

Subject to certain restrictions, we have agreed that, upon request, we will register all or a portion of Onex’ common stock for sale under the Securities Act. We will effect the registration as requested in writing by Onex, unless in the good faith judgment of our Board, such registration would materially and adversely interfere with certain transactions involving the Company and should be delayed. Onex has the right to demand that we file a registration statement pursuant to these demand provisions on up to five occasions on Form S-1; however, Onex is entitled to make an unlimited number of demands for registration on Form S-3 if we are then eligible to use such form.

Piggyback Registration Rights

In addition, if at any time we register any shares of our common stock (other than pursuant to registrations on Form S-4 or Form S-8), Onex and certain other holders of shares of our common stock having registration rights are entitled to prior notice of the registration and to include all or a portion of their common stock in the registration.

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Other Provisions

We will pay all registration and offering expenses, and certain fees and expenses of counsel for the selling stockholders, related to any demand or piggyback registration. The registration rights agreement contains customary cross-indemnification provisions, pursuant to which we are obligated to indemnify any selling stockholders in the event of material misstatements or omissions in the registration statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions in the registration statement attributable to them.

Other Relationships and Transactions

Indemnification Agreements

In connection with the IPO, we entered into indemnification agreements with each of our directors and most of our officers named under “Management—Executive Officers, Significant Employees and Directors”. These indemnification agreements provide those directors and officers with contractual rights to indemnification and expense advancement which are, in some cases, broader than the specific indemnification provisions contained under Delaware law. Our obligations pursuant to such agreements are not subject to any cap. We believe that these indemnification agreements are, in form and substance, substantially similar to those commonly entered into in transactions of like size and complexity sponsored by private equity firms.

SMG Holdings, Inc.

In January 2018, Onex acquired a majority interest in SMG Holdings Inc. (“SMG”), a global manager of convention centers, stadiums, arenas, theaters, performing arts centers and other venues. Our director Amir Motamedi also serves on the board of directors of SMG. Certain of our trade shows, including OR Winter are staged at venues managed by SMG. Since the acquisition of SMG by Onex, four shows have been staged at SMG-managed venues, for which we have paid aggregate fees of $72,000.

Buyer Representation Agreement

We and Media Front LLC (“Media Front”), a consulting firm wholly owned by Eric Lisman (who became an executive officer in March 2017) entered into a buyer representation agreement in April 2015 pursuant to which Media Front provided Emerald with certain consulting services related to M&A transactions. For the period from January 1, 2017 through March 5, 2017, we made payments to Media Front in the aggregate amount of approximately $0.4 million (inclusive of expense reimbursements). The buyer representation agreement was terminated prior to the commencement of Mr. Lisman’s employment with us in March 2017.

Policies and Procedures for Related Persons Transactions

In connection with the IPO, the Board adopted a policy providing that the Audit Committee will review and approve or ratify transactions in excess of $120,000 of value in which we participate and in which a related party has or will have a direct or indirect material interest. Under this policy, the Audit Committee will consider and review the relevant information and approve only those related party transactions that the Audit Committee believes are, on their terms, taken as a whole, not less favorable to us than could be obtained in an arm’s length transaction with a third-party and that the Audit Committee determines are not inconsistent with our best interests. In particular, our policy with respect to related party transactions requires our Audit Committee to consider the benefits to us, the impact on a director’s independence in the event the related party is a director, an immediate family member of a director or an entity in which a director has a position or relationship, the availability of other sources for comparable products or services, the terms of the transaction and the terms available to unrelated third parties or to employees generally. A “related party” is any person who is or was one of our executive officers, directors or director nominees or is a holder of more than 5% of our common stock, or their immediate family members or any entity owned or controlled by any of the foregoing persons. All of the transactions described above were entered into prior to the adoption of this policy.

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OTHER MATTERS

Incorporation by Reference

The Report of the Audit Committee of the Board shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or Exchange Act, except to the extent that we specifically incorporate it by reference into such filing. In addition, the information contained on, or that can be accessed through, our website is not part of this Proxy Statement and references to our website addresses in this Proxy Statement are intended to be inactive textual references only.

Access to Reports and Other Information

We file or furnish our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Proxy Statements and other documents electronically with the SEC under the Exchange Act. You may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain such reports from the SEC’s website at www.sec.gov.

Our website is www.emeraldexpositions.com. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Proxy Statements and other documents filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available on our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our Corporate Governance Guidelines, Code of Business Conduct and Ethics and Board committee charters are also available on our website. We will provide, free of charge, a copy of any of our corporate documents listed above upon written request to our General Counsel and Secretary at 31910 Del Obispo Street, Suite 200, San Juan Capistrano, California 92675.

List of Company Stockholders

A list of our stockholders as of March 21, 2018, the record date for the Annual Meeting, will be available for inspection at our corporate headquarters during ordinary business hours throughout the 10-day period prior to the Annual Meeting. The list of stockholders will also be available for such examination during the live webcast of the Annual Meeting.

Other Matters That May Come Before the Annual Meeting

We do not know of any other matters that will be considered during the live webcast of the Annual Meeting. However, if any other proper business should come before the meeting, the persons named in the proxy card will have discretionary authority to vote according to their best judgment to the extent permitted by applicable law.

* * * * *

	By Order of the Board of Directors,
	David Gosling
	Senior Vice President, General Counsel and Secretary
San Juan Capistrano, California
March 29, 2018

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IMPORTANT ANNUAL MEETING INFORMATION 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 9:00 a.m., Central Time, on May 9, 2018. Vote by Internet Go to http://www.investorvote.com/EEX • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Annual Meeting Proxy Card qIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1 and FOR Proposal 2. 1. Election of Class I Directors: For Withhold For Withhold + 01 - Amir Motamedi 02 - Jeffrey Naylor For Against Abstain 2. To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2018. Note: Such other business as may properly come before the meeting or any adjournment thereof. B Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MMMMMMM21BV 3713381 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +

. The 2018 Annual Meeting of Shareholders of Emerald Expositions Events, Inc. will be held on Wednesday, May 9, 2018, at 10:00 a.m. PDT, virtually via the internet at www.meetingcenter.io/238862410 To access the virtual meeting, you must have the 15 digit number that is printed in the shaded bar located on the reverse side of this form. The password for the meeting is EEX2018. qIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — Emerald Expositions Events, Inc. Notice of 2018 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting — May 9, 2018 The undersigned hereby appoints David Gosling and Philip Evans (together the “Proxies”), or any one of them, with full power of substitution in each, proxies to vote, as provided on the other side, all the common stock of Emerald Expositions Events, Inc. which the undersigned may be entitled to vote at the annual meeting of shareholders to be held on May 9, 2018 or any adjournment thereof, as follows, with all powers which the undersigned would possess if present at the meeting. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted for the approval of the proposals and in the discretion of the persons appointed herein upon such other matters as may properly come before the meeting or any adjournment or postponements thereof. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. Continued and to be signed on reverse side