DraftKings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 23, 2025 (
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Item 5.02. Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 19, 2025, DraftKings Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders approved the amendment and restatement of the DraftKings Inc. Employee Stock Purchase Plan (the “A&R ESPP”), which shall take effect beginning with the offering period scheduled to begin on November 20, 2025. A description of the material terms of the A&R ESPP is contained in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 26, 2025.
That description of the A&R ESPP is qualified in its entirety by reference to the full text of the A&R ESPP, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The following matters were voted upon at the Annual Meeting:
| 1. | To elect ten directors to the Company’s board of directors; |
| 2. | To ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| 3. | To conduct a non-binding advisory vote on executive compensation; |
| 4. | To consider an amendment to the DraftKings ESPP; and |
| 5. | To consider a shareholder proposal regarding board matrix disclosure. |
The following are the final voting results for each of the matters voted upon at the Annual Meeting:
| Election of directors: | For | Withheld | Broker Non-Votes | |||||||||
| Jason D. Robins | 4,220,761,573 | 65,591,723 | 78,023,742 | |||||||||
| Harry Evans Sloan | 4,246,361,104 | 39,992,192 | 78,023,742 | |||||||||
| Matthew Kalish | 4,281,121,537 | 5,231,759 | 78,023,742 | |||||||||
| Paul Liberman | 4,281,132,890 | 5,220,406 | 78,023,742 | |||||||||
| Woodrow H. Levin | 4,173,746,637 | 112,606,659 | 78,023,742 | |||||||||
| Jocelyn Moore | 4,278,965,781 | 7,387,515 | 78,023,742 | |||||||||
| Ryan R. Moore | 4,274,808,177 | 11,545,119 | 78,023,742 | |||||||||
| Valerie Mosley | 4,191,962,469 | 94,390,827 | 78,023,742 | |||||||||
| Steven J. Murray | 4,277,141,912 | 9,211,384 | 78,023,742 | |||||||||
| Marni M. Walden | 4,106,418,182 | 179,935,114 | 78,023,742 | |||||||||
| Ratification of the appointment of BDO USA, P.C.: | For | Against | Abstain | Broker Non-Votes | ||||
| 4,362,159,691 | 1,910,527 | 306,820 | 0 | |||||
| Non-binding advisory vote on executive compensation: | For | Against | Abstain | Broker Non-Votes | ||||
| 4,251,247,766 | 34,506,221 | 599,309 | 78,023,742 | |||||
| Amendment to the ESPP: | For | Against | Abstain | Broker Non-Votes | ||||
| 4,253,386,533 | 32,687,990 | 278,773 | 78,023,742 | |||||
| Shareholder proposal regarding board matrix disclosure: | For | Against | Abstain | Broker Non-Votes | ||||
| 165,766,813 | 4,118,636,384 | 1,950,099 | 78,023,742 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Amended and Restated DraftKings Inc. Employee Stock Purchase Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DRAFTKINGS INC. | ||
| Dated: May 23, 2025 | By: | /s/ R. Stanton Dodge |
| Name: | R. Stanton Dodge | |
| Title: | Chief Legal Officer and Secretary | |