UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

We are proud ofWhile many faced challenges in the fact thatadvertising marketplace during the year, our ad business fired on all cylinders with tremendous growth from key advertising categories like media and entertainment, insurance and retail to name a few. Additionally, as we have built out our ad sales organization, we continue to maintainexpand our direct relationships with brands and agency partners to help deliver some of the best advertising solutions in Connected TV (CTV). It is through the combination of excellent picture quality and our integrated operating system that we provide an exceptional entertainment and advertising experience for our users and partners. In 2023, we continued to expand our content offering and elevated our profile in the advertising market through greater scale and strong growth in engagement from our active user base. All of this led to share gains of advertising dollars within the rapidly growing CTV ecosystem and a strongrecord SmartCast ARPU of $32.48, up 15% over the past year.

Speaking of investments, a major success of the year was the rollout of a significant software update – making already great VIZIO TVs even better. The update has enabled faster loading of apps and highly liquid balance sheet with no debt, which remains an important advantage in a highly competitive environment. Aschannels, better responsiveness, and improved voice and text search. Moreover, it has enhanced our home screen, completely changing how users explore and stream content. This has helped our content partners to promote their content and retain viewers effectively. At VIZIO, we continue to invest in features and innovation that will further redefine the SmartTV, we willSmart TV and continue to do so in a focused and disciplined manner that balances growth with profitability.

In justrecognition of our efforts to deliver this world-class user experience, we are proud to announce that our company has recently received another Emmy Award for innovation in providing an exceptional user experience through our Smart TVs. With the third year since its launch,right strategy, strong execution, and a disciplined investment framework, our Platform+ businessteam has transformed VIZIO from a hardware company into a proven and powerful CTV player that is generating strong growthreshaping the TV industry.

With that, as many of you know, on February 20th, we announced a definitive agreement for Walmart to acquire VIZIO. Our focus at VIZIO has always been to offer our customers great products at reasonable prices. This customer-centered approach is perfectly in sync with Walmart's core value proposition. We are thrilled to collaborate with Walmart and look forward to delivering even more value and an improved customer experience through our joint efforts. There is a testamentlot to the combined power of ourbe excited about with this acquisition.

Looking back, 10 years ago we decided to pivot away from just selling great hardware and invest in a fully integrated hardware and software capabilities. Despitebusiness model that generates recurring revenue. Although many still recognize us as a challenging environmentgreat hardware company that disrupted the TV market over 20 years ago, we have been a force in our industry that has garnered the attention of companies like Walmart, who truly understand what we have sought to accomplish in the CTV space. As the founder, I am incredibly proud that we disrupted the status quo not once but twice in our history. I am grateful to our team for most advertising platforms,helping make our Platform+ business delivered incredible revenuevision a reality. Looking ahead, we remain excited about the growth of 55%prospects in 2022. During the year, we expanded our client relationships to a total of over 1,400 advertising partners across verticals like automotive, media entertainment, CPG, quick-service restaurants,industry and retail. Building on the successful growth of our WatchFree+ app, we unveiled an upgraded design and improved user interface to enhance our customers’ experience. We also expanded our selection of built-in streaming apps from partners like Starz, AMC+, Fox Sports, TikTok, Sling, Amazon Music and many more. With such a seamless out-of-the box experience, it is no surprise that consumers spend most of their time on our TVs streaming the vast content offerings available on Platform+.

Sincerely,

William Wang

Chief Executive Officer and Chairman

Irvine, California

April 24, 202326, 2024

TABLE OF CONTENTS

PROXY STATEMENT

GENERAL INFORMATION

On March 12, 2021, we completed a holding company reorganization, pursuant to which VIZIO, Inc., a California corporation and our predecessor entity (“California VIZIO”) became a wholly-owned subsidiary of VIZIO Holding Corp. and the holders of equity interests in California VIZIO became stockholders of VIZIO Holding Corp. In this Proxy Statement, the words “VIZIO,” the “Company,” “we,” “our,” “ours,” “us,” and similar terms refer to VIZIO Holding Corp. and its consolidated subsidiaries, unless the context indicates otherwise, and “California VIZIO” refers to VIZIO, Inc., a wholly owned subsidiary of VIZIO Holding Corp.

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 intended to be incorporated by reference into this Proxy Statement and references to our website address in this Proxy Statement are inactive textual references only. Please be advised, however, that we will not hold the Annual Meeting described in this Proxy Statement if the proposed transaction with Walmart, Inc. is completed prior to holding the Annual Meeting.

What proposals will be voted on at the Annual Meeting?

The following proposals will be voted on at the Annual Meeting:

As of the date of this Proxy Statement, our management and board of directors were not aware of any other matters to be presented at the Annual Meeting.

How does the board of directors recommend that I vote on these proposals?

Our board of directors recommends that you vote your shares:

Who is entitled to vote at the Annual Meeting?

What do I need to do to attend the Annual Meeting?

We will be hosting the Annual Meeting via live audio webcast only.

Is there a list of registered stockholders entitled to vote at the Annual Meeting?

A complete list of registered stockholders entitled to vote at the Annual Meeting will be open to examination by any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting during ordinary business hours at our principal executive offices located at 39 Tesla, Irvine, California 92618. Stockholders interested in

Corporate Secretary, 39 Tesla, Irvine, CA 92618. The list of registered stockholders entitled to vote at the Annual Meeting will also be available online during the Annual Meeting at www.virtualshareholdermeeting.com/VZIO2023.VZIO2024.

What are the effects of abstentions and broker non-votes?

Broker non-votes occur when a bank, broker or other nominee (i.e., the record holder) has not received voting instructions from the beneficial owner on a matter for which the record holder does not have discretionary power to vote. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting but will not be counted for purposes of determining the number of votes cast on a proposal. Therefore, a broker non-vote will make a quorum more readily attainable but will not otherwise affect the outcome of the vote on any of the proposals.

What is the quorum requirement for the Annual Meeting?

A quorum is the minimum number of shares required to be present or represented at the Annual Meeting for the meeting to be properly held under our amended and restated bylaws and Delaware law. The holders of a majority of the voting power of the capital stock of the Company issued and outstanding and entitled to vote, present virtually or represented by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting. Abstentions, choosing to withhold authority to vote and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the chairperson of the meeting may adjourn the meeting to another time or place.

How do I vote and what are the voting deadlines?

If you plan to attend the Annual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you later decide not to attend the Annual Meeting.

What if I do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank or other nominee?

In addition, if any other matters are properly brought before the Annual Meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.

Can I change my vote or revoke my proxy?

How can I submit a question during the Annual Meeting?

What is the effect of giving a proxy?

A proxy is your legal designation of another person to vote the stock you own at the Annual Meeting. The person you designate is your “proxy,” and you give your proxy authority to vote your shares by voting by telephone or over the Internet, or if you requested to receive a printed copy of the proxy materials, by submitting the proxy card.

Proxies are solicited by and on behalf of our board of directors. Jerry Huang, our General Counsel and Corporate Secretary and William Wang, our Chief Executive Officer and Chairman of the Board of Directors, have been designated as proxy holders for the Annual Meeting by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the

stockholder. If the proxy is dated and signed, but no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors on the proposals as described above. If any other matters are properly brought before the Annual Meeting, then the proxy holder will use the proxy holder’s own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, then the proxy holder can vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above.

Who will count the votes?

A representative of American Stock Transfer &Equiniti Trust Company, LLC, our transfer agent, will tabulate the votes and act as inspector of election.

You may contact our transfer agent, American Stock Transfer &Equiniti Trust Company, LLC, by telephone at (800) 937-5449, or by writing American Stock Transfer &Equiniti Trust Company, LLC, at 6201 15th Ave, Brooklyn,55 Challenger Road, 2d Floor, Ridgefield Park, New York 11219.Jersey 07660. You may also access instructions with respect to certain stockholder matters (e.g., change of address) via the Internet at https://www.astfinancial.com.www.equiniti.com/us/ast-access/individuals/.

How are proxies solicited for the Annual Meeting and who is paying for such solicitation?

Our board of directors is soliciting proxies for use at the Annual Meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communications or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation.

Where can I find the voting results of the Annual Meeting?

We will disclose voting results on a Current Report on Form 8-K that we will file with the U.S. Securities and Exchange Commission (“SEC”), within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K as soon as they become available.

Why did I receive a Notice of Internet Availability instead of a full set of proxy materials?

In accordance with the rules of the SEC we have elected to furnish our proxy materials, including this Proxy Statement and our annual report, primarily via the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability instead of a paper copy of the proxy materials. The Notice of Internet Availability contains instructions on how to access our proxy materials on the Internet, how to vote on the proposals, how to request printed copies of the proxy materials and our annual report, and how to request to receive all future proxy materials in printed form by mail or electronically by e-mail. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce our costs and the environmental impact of our annual meetings.

What does it mean if I receive more than one Notice of Internet Availability or more than one set of printed proxy materials?

If you receive more than one Notice of Internet Availability or more than one set of printed proxy materials, then your shares may be registered in more than one name and/or are registered in different accounts. Please follow the voting instructions on each Notice of Internet Availability or each set of printed proxy materials, as applicable, to ensure that all of your shares are voted.

I share an address with another stockholder, and we received only one copy of the Notice of Internet Availability or Proxy Statement and annual report. How may I obtain an additional copy of the Notice of Internet Availability or Proxy Statement and annual report?

We have adopted a procedure approved by the SEC called “householding,” under which we can deliver a single copy of the Notice of Internet Availability and, if applicable, the Proxy Statement and annual report, to multiple stockholders who share the same address unless we receive contrary instructions from one or more stockholders. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice of Internet Availability and, if applicable, the Proxy Statement and annual report, to any stockholder at a shared address to which we delivered a single copy of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s Notice of Internet Availability or Proxy Statement and annual report, as applicable, you may contact us as follows:

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Composition of the Board

Our board of directors currently consists of six directors, five of whom are independent under the listing standards of the New York Stock Exchange (“NYSE”). At each annual meeting of stockholders, directors will be elected for a one-year term and until their successors are duly elected and qualified.

The following table sets forth, as of March 31, 20232024 the names, ages and certain other information for each of our directors and director nominees:

*    Includes service on the board of directors of California VIZIO prior to the holding company reorganization that occurred in connection with our initial public offering in March 2021.

Nominees for Director

Director Independence and Controlled Company Exemption

Our Class A common stock is listed on the NYSE. Under NYSE listing standards, independent directors must comprise a majority of our board of directors, subject to specified exceptions (including the “controlled company” exemption described below). Under NYSE listing standards, a director will only qualify as an “independent director” if our board of directors determines that the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In addition, subject to specified exceptions, each member of our audit, compensation and nominating and corporate governance committees must be independent and, in the case of our audit and compensation committees, satisfy heightened independence requirements. For compensation committee members, our board of directors must consider all factors specifically relevant to determining whether each compensation committee member has a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member. Audit committee members must satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries, or be an affiliated person of the listed company or any of its subsidiaries.

William Wang, our Founder, Chairman and Chief Executive Officer controls a majority of the voting power of our outstanding capital stock. As a result, we are a “controlled company” within the meaning of the NYSE listing standards. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

While a majority of our board of directors consists of independent directors and our compensation committee is composed entirely of independent directors, our nominating and corporate governance committee is not currently composed entirely of independent directors. In the event that we cease to be a “controlled company” and our shares continue to be listed on the NYSE, we will be required to comply with these provisions within the applicable transition periods.

Board Leadership Structure and Role of Lead Independent Director

We believe that the structure of our board of directors, with Mr. Wang acting as Chief Executive Officer and Chairman of our board of directors, Mr. Burbank acting as lead independent director, and all-independent audit and compensation committees that oversee the majority of the company’s operations, risks, performance, and strategy, provides the most effective governance framework and allows us to benefit from Mr. Wang’s talent, knowledge, and leadership as a founder of VIZIO, while maintaining effective independent oversight of management. This structure creates accountability and enhances our ability to develop and execute our strategy and communicate our message clearly and consistently to stockholders.

Because Mr. Wang is our Chairman and also our Chief Executive Officer and is thus not an “independent” director under NYSE listing standards, in August 2021 our board of directors has appointed Mr. Burbank to serve as our lead independent director. Our board of directors believes that Mr. Burbank provides an effective independent voice in our leadership structure.

The lead independent director position is a critical aspect of our corporate governance framework. Our board of directors believes that having a lead independent director enhances communications and relations among our board of directors, Mr. Burbank and other members of our senior management, and assists our board of directors in reaching a consensus on strategies and policies. In addition to generally serving as a liaison between Mr. Wang and our independent directors, the responsibilities of the lead independent director include:

Only independent directors serve on the audit committee and the compensation committee, which we believe provides strong independent leadership and oversight for each of these committees. As a result of the board of directors’ committee system and the existence of a majority of independent directors, the board of directors maintains effective oversight of our business operations, including independent oversight of our financial statements, executive compensation, selection of director candidates and corporate governance programs.

Role of Board in Risk Oversight Process

In addition, our three committees assist the board of directors in fulfilling its oversight responsibilities in certain areas of risk.

The Audit Committee, in coordination with our Risk Management Steering Committee, oversees our enterprise risk management (“ERM”) process, including the management of risks arising from cybersecurity threats. The Risk Management Committee is comprised of our Chief Financial Officer (“CFO”), General Counsel (“GC”), Senior Vice President, Operations and Technical Support (“SVP-Ops”), Senior Vice President, Engineering (“SVP-Engineering”) and Group Vice President, Information Technology (“GVP-IT”) and other business unit representatives and subject matter experts, who regularly interact with our ERM function. The Audit Committee and the Risk Management Steering Committee each receive regular presentations and reports on cybersecurity risks, which address a wide range of topics including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to our peers and third parties. The Risk Management Steering Committee promptly receives information regarding cybersecurity incidents and elevates information to the Audit Committee about incidents when appropriate, as well as ongoing updates regarding any such incident until it has been addressed. The Audit Committee also receives regular executive reports on cybersecurity risk management from the GC, SVP-Ops and GVP-IT.

The compensation committee assists our board of directors in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs as well as succession planning as it relates to our executive officers. The compensation committee annually reviews potential risks arising from our compensation program and practices and considers potential compensation risk in reviewing and approving our executive compensation and overall compensation programs and practices.

The nominating and corporate governance committee assists our board of directors in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, succession planning for our directors and corporate governance. The nominating and corporate governance committee evaluates the size and

Each committee chairperson reports on the activities of the committee quarterly to our board of directors, and when any of the committees receives a report related to material risk oversight, the chairperson of the relevant committee will report on the discussion to the full board of directors.

Our board of directors and its committees engage outside advisors and experts from time to time to assist in understanding threats, trends, and our risk environment in general. Our board of directors believes its current leadership structure supports its risk oversight function.

Board Committees

Our board of directors has established the following standing committees of the board of directors: audit committee; compensation committee; and nominating and corporate governance committee. From time to time, our board of directors also forms special or ad hoc committees, typically to address discrete issues. For example, in 2023, our board of directors formed the Transactions Committee, which is described below.

The current members of our audit committee are Ms. Gouw, Mr. Russell and Mr. Burbank. Ms. Gouw is the chairperson of our audit committee. Our board of directors has determined that each member of our audit committee meets the requirements for independence of audit committee members under the rules and regulations of the SEC and the listing standards of the NYSE, and also meets the financial literacy requirements of the listing standards of the NYSE. Our board of directors has determined that Ms. Gouw is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K. Our audit committee is responsible for, among other things:

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE. A copy of the charter of our audit committee is available on our website at investors.vizio.com/governance/governance-documents. During 2022,2023, our audit committee held four meetings.

The current members of our compensation committee are Mr. Russell and Mrs. Free. Mr. Russell is the chairperson of our compensation committee. Our board of directors has determined that each member of our compensation committee meets the requirements for independence for compensation committee members under the rules and regulations of the SEC and the listing standards of the NYSE. Each member of the compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our compensation committee is responsible for, among other things:

Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE. A copy of the charter of our compensation committee is available on our website at investors.vizio.com/governance/governance-documents. During 2022,2023, our compensation committee held fiveseven meetings.

The current members of our nominating and corporate governance committee are Mr. Burbank and Mr. Wang. Mr. Burbank is the chairperson of our nominating and corporate governance committee. Because we are considered to be a “controlled company” for the purposes of the NYSE listing requirements, we are permitted to opt out of the NYSE listing requirements that would otherwise require our nominating and corporate governance committee to be comprised entirely of independent directors. We have historically relied on, and we intend to continue to rely on, such exemption. Our nominating and corporate governance committee is responsible for, among other things:

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable listing standards of the NYSE. A copy of the charter of our nominating and corporate governance committee is available on our website at investors.vizio.com/governance/governance-documents. During 2022,2023, our nominating and corporate governance committee held four meetings.

Attendance at Board and Stockholder Meetings

During our fiscal year ended December 31, 2022,2023, our board of directors held fournine meetings (all(four of which were regularly scheduled meetings and five of which were special meetings), and each director attended 100%at least 75% of the aggregate of (1) the total number of meetings of the board of directors held during the period for which he or she has been a director and (2) the total number of meetings held by all committees on which he or she served during the periods that he or she served.

Although we do not have a formal policy regarding attendance by members of our board of directors at the annual meetings of stockholders, we encourage, but do not require, directors to attend. All fivesix directors who were then serving on the Board attended our 20222023 annual meeting of stockholders.

Compensation Committee Interlocks and Insider Participation

Considerations in Evaluating Director Nominees

If our nominating and corporate governance committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board or management.

After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and our board of directors has the final authority in determining the selection of director candidates for nomination to our board.

Stockholder Recommendations and Nominations to our Board of Directors

An eligible stockholder that wants to recommend a candidate to our board of directors should direct the recommendation in writing by letter to our General Counsel at VIZIO Holding Corp., 39 Tesla, Irvine, California 92618. Such recommendation must include, among other things, the candidate’s name, age, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and us and evidence of the recommending stockholder’s ownership of our capital stock, and any other information required by our amended and restated bylaws. Such recommendation must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for membership on our board of directors. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.

Communications with the Board of Directors

Policy Prohibiting Hedging or Pledging of Securities

Under our insider trading policy, our employees, including our executive officers, and the members of our board of directors are prohibited from, directly or indirectly, among other things, (1) engaging in short sales, (2) trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than stock options, restricted stock units and other compensatory awards issued to such individuals by us), (3) entering into hedging or similar transactions designed to decrease the risks associated with holding our common stock, (4) pledging any of our securities as collateral for any loans and (5) holding our securities in a margin account.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our board of directors has adopted corporate governance guidelines. These guidelines address, among other items, the qualifications and responsibilities of our directors and director candidates, the structure and composition of our board of directors and corporate governance policies and standards applicable to us in general. In addition, our board of directors has

Board Evaluations

Our board of directors conducts an annual evaluation of the performance of individual directors, the board as a whole, and each of the board’s standing committees, including an evaluation of the qualifications of individual members of the board and its committees. A list of questions is provided to each director in advance and the responses are collected by our in-house legal team. The results of the evaluation are first reviewed by our nominating and corporate governance committee. Thereafter, the evaluation results and any recommendations for improvement are provided to our board of directors and the other standing committees of the board by our lead independent director and the chair of our nominating and corporate governance committee together with a member of our legal team. Our board of directors and our management work closely to address any action items that result from this evaluation process.

Non-Employee Director Compensation

We have adopted an outside director compensation policy (the “Outside Director Compensation Policy”) under which non-employee directors receive compensation in the form of cash and equity, as described below. We also reimburse our non-employee directors for expenses incurred in connection with attending board and committee meetings as well as continuing director education. This policy has been developed with input from our independent compensation consultant, Compensia, Inc., (“Compensia”) regarding practices and compensation levels at comparable companies. It is designed to attract, retain, and reward non-employee directors. We review the Outside Director Compensation Policy annually and make amendments as needed, on which Compensia also advises.

Compensation for our non-employee directors is not limited to the equity awards and payments set forth in our Outside Director Compensation Policy. Our non-employee directors remain eligible to receive equity awards and cash or other compensation outside of the Outside Director Compensation Policy, as may be provided from time to time at the discretion of our board of directors.

The following table summarizes the annual cash retainers our non-employee directors were entitled to receive pursuant to our Outside Director Compensation Policy for their services during 20222023, before and as updatedafter the amendments to that policy effective February 23, 2023:

Each non-employee director who serves as the chair of a committee receives only the annual fee as the chair of the committee and does not receive an additional annual fee as a member of the committee. All cash payments to non-employee directors are paid quarterly in arrears on a prorated basis.

Under our current Outside Director Compensation Policy, if a non-employee director joins our board of directors at any time other than the date of our annual meeting of stockholders, then on the first trading day on or after such director’s election or appointment, the director will be automatically granted an award of RSUs with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles (“GAAP”)) equal to the product obtained by multiplying $200,000 by the fraction obtained by dividing (i) the then-expected number of days during the period beginning on the date of such election or appointment and ending on the day immediately preceding the then-expected date of the next annual meeting of stockholders by (ii) the number of days during the period beginning on the date of the previous annual meeting of stockholders and ending on the day immediately preceding the then-expected date of the next annual meeting of stockholders, rounded up to the nearest whole share (the “Initial Award”).

Each Initial Award vests as to 25% of the underlying shares every three months after the award’s grant date of grant, in each case subject to the director’s continued service through each vesting date. If an individual was a member of our board of directors and also an employee, becoming a non-employee director due to termination of employment will not entitle such individual to an Initial Award.

Under our Outside Director Compensation Policy, in addition to the annual cash retainers described above, on or about the date of each of our annual stockholder meetings, each non-employee director who is continuing as a director following our annual stockholder meeting is automatically granted an Annual Award of RSUs. Prior to the amendments to our Outside Director Compensation Policy in February 2023, the value of the Annual Award was $165,000, rounded up to the nearest whole share. Under our current Director Compensation Policy these awards have a value of $200,000, rounded up to the nearest whole share.

Each Annual Award vests as to 25% of the underlying shares every three months after the award’s grant date, subject to the director’s continued service through each vesting date.

In the event of a change in control of our company, all equity awards granted to a non-employee director (including those granted pursuant to our Outside Director Compensation Policy) will fully vest and become immediately exercisable (if applicable) and, with respect to equity awards with performance-based vesting, unless specifically provided otherwise under the applicable award agreement, a company policy that applies to the non-employee director, or other written agreement between the non-employee director and us, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met.

In any fiscal year of ours, no non-employee director may be paid, issued or granted cash compensation and equity awards with a total value greater than $500,000, with the value of an equity award based on its grant date fair value for purposes of this limit (the “annual director limit”). Any cash compensation paid or equity awards granted to a non-employee director while he or she was an employee or consultant (other than a non-employee director) will not count toward the annual director limit.

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

Nominees

Vote Required

Each director is elected by a plurality of the voting power of the shares present virtually or represented by proxy at the meeting and entitled to vote on the election of directors. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted FOR a particular nominee, whether as a result of choosing to WITHHOLD authority to vote or a broker non-vote, will have no effect on the outcome of the election.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED ABOVE.

PROPOSAL NO. 2:

ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Exchange Act, we are asking our stockholders to approve, on an advisory or non-binding basis, the compensation of our named executive officers as described in this Proxy Statement. This proposal, commonly referred to as the “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. In 2022, we held our first say-on-pay vote, and we currently hold our say-on-pay vote annually, with the next say-on-pay vote to occur at our 20242025 annual meeting of stockholders.

The say-on-pay vote is advisory, and therefore is not binding on us, our compensation committee or our board of directors. The say-on-pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which our compensation committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our board of directors and our compensation committee value the opinions of our stockholders. To the extent there is any significant vote against the compensation of our named executive officers as disclosed in this Proxy Statement, we will endeavor to communicate with stockholders to better understand the concerns that influenced the vote and consider our stockholders’ concerns, and our compensation committee will evaluate whether any actions are necessary to address those concerns.

We are asking our stockholders to approve the compensation of our named executive officers as described in this Proxy Statement by voting for the following non-binding resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, the compensation tables and the narrative discussion.”

Vote Required

The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the same effect as a vote AGAINST this proposal. Broker non-votes will have no effect on the outcome of this proposal.

As an advisory vote, the result of this proposal is non-binding. Although the vote is non-binding, our board of directors and our compensation committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

PROPOSAL NO. 3:

RATIFICATION OF APPOINTMENTSELECTION OF

Our audit committee has appointedselected KPMG LLP as our independent registered public accounting firm to audit our consolidated financial statements for our fiscal year ending December 31, 2023.2024. KPMG LLP served as our independent registered public accounting firm for the fiscal year ended December 31, 2022.2023.

At the Annual Meeting, we are asking our stockholders to ratify the appointmentselection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023.2024. Our audit committee is submitting the appointmentselection of KPMG LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Notwithstanding the appointmentselection of KPMG LLP, and even if our stockholders ratify the appointment,selection, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of our company and our stockholders. If our stockholders do not ratify the appointmentselection of KPMG LLP, then our audit committee may reconsider the appointment.selection. One or more representatives of KPMG LLP are expected to be present at the Annual Meeting, and they will have an opportunity to make a statement and are expected to be available to respond to appropriate questions from our stockholders.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to us by KPMG LLP for our fiscal years ended December 31, 20222023 and 2021.2022.

Auditor Independence

In 2022,2023, there were no other professional services provided by KPMG LLP, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of KPMG LLP.

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our audit committee is required to pre-approve all services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair such accounting firm’s independence. All services provided by KPMG LLP for our fiscal yearyears ended December 31, 2022 and December 31, 2023 were approved by our audit committee, and following adoption of our pre-approval policy in April 2021, all services were pre-approved by our audit committee in accordance with the policy.

Vote Required

The ratification of the appointmentselection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 20232024 requires the affirmative vote of a majority of the voting power of the shares present virtually or

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENTSELECTION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2023.2024.

REPORT OF THE AUDIT COMMITTEE

The audit committee is a committee of the board of directors comprised solely of independent directors as required by the NYSE listing rules and the rules and regulations of the SEC. The audit committee operates under a written charter adopted by the board of directors. This written charter is reviewed annually for changes, as appropriate. With respect to VIZIO’s financial reporting process, VIZIO’s management is responsible for (1) establishing and maintaining internal controls and (2) preparing VIZIO’s consolidated financial statements. VIZIO’s independent registered public accounting firm, KPMG LLP, is responsible for performing an independent audit of VIZIO’s consolidated financial statements. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare VIZIO’s financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:

Based on the review and discussions noted above, the audit committee recommended to the board of directors that the audited consolidated financial statements be included in VIZIO’s Annual Report on Form 10-K for the fiscal year ended December 31, 20222023 for filing with the SEC.

Respectfully submitted by the members of the audit committee of the board of directors:

Julia Gouw (Chair)

EXECUTIVE OFFICERS

The following table sets forth certain information about our executive officers as of March 31, 2023.2024. Our executive officers are appointed by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers.

COMPENSATION DISCUSSION AND ANALYSIS

We recognize that the ability to excel depends on the integrity, knowledge, skill, diversity and teamwork of our employees. To this end, we strive to create an environment of mutual respect, encouragement and teamwork that rewards commitment and performance and that is responsive to the needs of our employees. Accordingly, we strive to create an executive compensation program that balances short-term versus long-term payments and awards. Our compensation program consists of various elements, including base salary and variable cash and long-term incentives. The base salary component of our compensation program is meant to attract and retain talented individuals by providing a competitive baseline of compensation, and our variable cash and long-term incentives are primarily aimed at ensuring a performance-based delivery that will ensure a strong connection between executive compensation and financial performance to drive results and maximize stockholder value. The principles and objectives of our compensation and benefits programs for our employees generally, and for our NEOs specifically, are intended to:

Our compensation committee, which is wholly composed of independent directors, reviews and approves all compensation of our executive officers, administers our equity compensation plans, oversees our compensation programs and overall compensation philosophy, strategy and design, and reviews and makes recommendations to our board of directors on non-employee director compensation. To inform its determinations, the compensation committee selects and monitors our compensation peer group, considers industry trends and practices, reviews company performance metrics, and considers other information provided by management and our independent compensation consultant. Using this information, the

Our CEO, COO, CFO and human resources function makereview compensation recommendations to our CEOdata with respect to our executive officers (otherother than our CEO).CEO and make recommendations to the compensation committee, with each recusing themselves with respect to their own compensation. Senior management does not make recommendations with respect to CEO compensation, which is decided by our compensation committee with input from its compensation consultant, as described below. Following approval from our CEO, our CFO, as head of our human resources function, presents management’s recommendations regarding our executive compensation matters to our compensation committee, which makes all executive compensation determinations for our NEOs.

Compensia did not provide any services to us other than the consulting services it provided to our compensation committee. Our compensation committee assessed the independence of Compensia taking into account the factors set forth in Rule 10C-1 promulgated under the Exchange Act, the listing standards of the NYSE, and any other relevant factors and concluded that the work that Compensia was to perform for our compensation committee did not raise any conflicts of interest.

We aim to compensate our executive officers at levels that are at least commensurate with the compensation of executive officers in similar positions at companies relative to us in size (measured by annual revenue), geography (Southern California or applicable region) and industry (technology), as reported in published survey sources. The individuals responsible for making compensation recommendations as well as our compensation committee also consider the scope of responsibility of each executive officer, the differentiation between the cash packages of our executive officers, and the officer’s tenure and experience. In determining 20222023 compensation, we did not use a formula for taking into account these different factors.

The November 2022 updates to our compensation peer group reflected the removal of Fitbit, Inc., Grubhub Inc., and Viant TechnologyZynga Inc., which were acquired, and the removal of NETGEAR, Inc., which had a market capitalization that fellwas acquired. The compensation committee did not add any companies to our peer group for 2023.

In November 2023, we adopted a clawback policy in accordance with SEC and NYSE requirements under the amounts approved in May 2022Dodd-Frank Wall Street Reform and February 2022, respectively.Consumer Protection Act.

Elements of Compensation

For the year ended December 31, 2022,2023, our executive compensation program consisted of the following components:

We combine these elements to formulate compensation packages that provide competitive pay, and further our compensation goals of retention, alignment of executive and stockholder interests and linking pay with performance.

20222023 Base Salary

Our NEOs are eligible to earn discretionary quarterly and annual cash bonus payments. We utilize cash incentive compensation to reward our NEOs and other employees for achieving, on a discretionary “look back” basis, corporate and individual performance objectives. As described above, target bonuses are generally compared to our peer companies for overall reasonableness. The purpose of these bonus payments is to have a significant portion of our NEOs’ annual compensation reflect our performance. We believe that the quarterly and annual bonus payments provide a direct and

measurable way to align our NEOs’ goals with our corporate objectives of linking pay with performance, increasing revenue and profit, and creating stockholder value.

20222023 Cash Incentive Compensation

We do not disclose the corporate or individual performance goals for our 20222023 cash incentive compensation program. While the overall amount of cash incentive compensation is linked to corporate and individual performance, the evaluation of goal achievement at the end of each quarter and the fiscal year is at the discretion of the compensation committee based on recommendations from our CEO, COO, CFO and human resources function. The compensation committee has the discretion to adjust any amount ultimately paid after good faith consideration of NEO performance, overall company

In February 2022, the compensation committee approved, effective January 1, 2022:

The changes in May 2022 to the NEOs’larger increase and earlier effective date for Mr. O’Donnell’s salary and aggregate target cash bonus opportunitiesopportunity increases were not implementedmade to incentivize retention given high competition for executives with his skill set and to reward strong performance in 2022 and the beginning of 2023. The adjustments for Messrs. Wang, Townsend and Wong were effectively superseded by the August 2022 changes.made based on a consideration of current market data and their individual performance.

Accordingly, our NEOs’ target bonus opportunities for 20222023 were as follows:

Our compensation program includes equity incentives that have been designed to reward our employees for the Company’s long-term financial performance and enhancement of stockholder value through stock price appreciation, to attract, motivate and encourage retention of employees, to align the interests of our employees with the creation of stockholder value by creating long-term employee interest and an “ownership mentality” in our growth and stock price value, so that their efforts reflect the perspective of our stockholders and promote our long-term success. We have typically granted equity awards to our executive officers in connection with our annual performance and compensation review cycle. We have not granted, nor do we intend to grant, equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement. Similarly, we have not timed, nor do we intend to time, the release of material nonpublic information based on equity award grant dates.

20222023 Annual Equity Awards

Any eligible PSUs will be subject to a time-based vesting schedule under which 25% of the eligible PSUs will vest on the first trading day on or after June 18 of each year beginning on the first trading day on or after June 18, 2024, subject to the NEO continuing as a service provider through each such date.

The compensation committee also approved the grant of dividend equivalents in tandem with 2022the time-based RSUs granted as part of the 2023 Annual Equity Awards. The dividend equivalents provide these NEOs the right to receive the equivalent value of any dividends on shares of Class A common stock with payment dates during the period between the date the time-based RSU awards were granted and the date the awards vest are exercised, or expire.

Tax and Accounting Considerations

Section 409A of the Code requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities and penalty taxes and interest on their vested compensation under such plans.

Accordingly, we generally intend to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our NEOs, with the intent that they are either exempt from, or satisfy the requirements of, Section 409A.

ASC Topic 718, Compensation—Stock Compensation (ASC Topic 718) requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of equity awards under our equity incentive award plans are accounted for under ASC Topic 718. Our compensation committee has regularly considered, the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

COMPENSATION COMMITTEE REPORT

The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on its review and discussions, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Respectfully submitted by the members of the compensation committee of the board of directors:

David Russell (Chair)

The information contained in this report shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that VIZIO specifically requests that the information be treated as soliciting material or incorporates it by reference into a document filed under the Securities Act or the Exchange Act.

COMPENSATION RISK ASSESSMENT

Our management team plays a role in evaluating and mitigating any risk that may exist relating to our compensation plans, practices and policies for all employees, including our NEOs. In designing and recommending compensation programs, our management considers whether our compensation plans and practices are reasonably likely to have a material adverse effect on our business or that may encourage employees to take unnecessary risk that could threaten our business. No such plans or practices have been identified. Such considerations include, among other things, a review of our cash and equity incentive-based compensation plans to ensure that they are aligned with our performance goals and the overall compensation to ensure an appropriate balance between fixed and variable pay components and between short- and long-term incentives.

Our compensation committee, with the assistance of Compensia, assesses and considers potential risks when reviewing and approving our compensation plans, practices and policies for all employees, including our NEOs, and considers our ongoing programs at least annually for practices and policies that could encourage excessive risk-taking. Based upon its assessment, the compensation committee believes that any risks arising from our compensation plans, practices and policies do not create disproportionate incentives for our employees to take risks that could have a material adverse effect on us in the future.

Summary Compensation Table

The following table sets forth information regarding the compensation awarded to, paid to, or earned by our named executive officers for the fiscal year ended December 31, 20222023 and prior years where applicable, as determined under SEC rules. No disclosure is provided for fiscal years for which those persons were not named executive officers.

Grants of Plan-Based Awards for 20222023

Outstanding Equity Awards at 20222023 Year-End