SEC Form 8-K filed by Flutter Entertainment plc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 5, 2025

Flutter Entertainment plc

(Exact Name of Registrant as Specified in its Charter)

Registrant’s Telephone Number, Including Area Code: +353 (1) 264 1566

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On June 5, 2025, Flutter Entertainment plc (the “Company”) held its 2025 Annual General Meeting (the “Annual General Meeting”) of Shareholders. At the Annual General Meeting, the Company’s shareholders approved the Company’s Amended and Restated 2024 Omnibus Equity Incentive Plan (the “Amended Omnibus Plan”), the Company’s 2025 Employee Share Purchase Plan (the “2025 ESPP”) and the Company’s Sharesave Scheme, as amended and restated (the “Amended Sharesave Scheme”). The Amended Omnibus Plan, the 2025 ESPP and the Amended Sharesave Scheme were previously approved by the Company’s Board of Directors (the “Board”) on April 9, 2025, subject to shareholder approval.

The Amended Omnibus Plan increases the aggregate number of ordinary shares (“Shares”) that can be issued under the Flutter Entertainment plc 2024 Omnibus Equity Incentive Plan (the “Original Omnibus Plan”) from 1,770,000 to 8,520,000. Additionally, the Amended Omnibus Plan clarifies that all equity awards are subject to a minimum one-year vesting period, with limited exceptions, and removes certain share recycling provisions. The other terms of the Amended Omnibus Plan remain substantively the same as the Original Omnibus Plan.

The 2025 ESPP consists of two components: a component intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”) so that awards granted to U.S. taxpayers are treated as tax-qualified awards under the Code, and a component that is not intended to qualify. The maximum aggregate number of Shares that may be issued pursuant to the 2025 ESPP is equal to 3,000,000 Shares.

The Amended Sharesave Scheme remains substantively the same as the Flutter Entertainment plc Sharesave Scheme, except for the following changes: reduction in the maximum level of discount represented by the option exercise price against the market value of Shares (from twenty-five percent (25%) to twenty percent (20%)), and replacement of the U.K.-style dilution limit with a fixed number of 3,000,000 Shares being available under the plan (including any sub-plans).

The material terms of the Amended Omnibus Plan, the Amended Omnibus Plan, the 2025 ESPP and the Amended Sharesave Scheme are described in the Company’s definitive Proxy Statement, dated April 24, 2025 (the “2025 Proxy Statement”), under the heading “Proposal 4 — Approval of the Flutter Entertainment plc Amended and Restated 2024 Omnibus Equity Incentive Plan,” “Proposal 5 — Approval of the Flutter Entertainment plc 2025 Employee Share Purchase Plan,” and “Proposal 6 — Approval of the Flutter Entertainment plc Sharesave Scheme (as amended and restated)”, which descriptions are incorporated herein by reference. The descriptions of the Amended Omnibus Plan, the 2025 ESPP and the Amended Sharesave Scheme contained herein and in the 2025 Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the Amended Omnibus Plan, the 2025 ESPP and the Amended Sharesave Scheme, copies of which are filed respectively hereto as Exhibits 10.1, 10.2 and 10.3 and are incorporated by reference herein.

At the Annual General Meeting, the Company’s shareholders considered eleven proposals as more fully described in the 2025 Proxy Statement. Each of proposals 1 – 2 and 4 – 11 was adopted, and a majority of votes cast were voted in favor of holding future advisory votes on executive compensation annually with respect to proposal 3. The number of votes by the Company’s shareholders for and against each of the proposals put before the Annual General Meeting, as well as the number of abstentions and broker non-votes, were as follows (proposal numbers correspond to the proposal numbers used in the 2025 Proxy Statement):

Proposal 1: By separate resolutions, to elect / re-elect as appropriate the Director nominees listed below for a term expiring at the next Annual General Meeting of the Company:

Proposal 2. To approve, on an advisory basis, the compensation of our Named Executive Officers:

Proposal 3. To approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of our Named Executive Officers:

Proposal 4. To approve the Flutter Entertainment plc Amended and Restated 2024 Omnibus Equity Incentive Plan:

Proposal 5. To approve the Flutter Entertainment plc 2025 Employee Share Purchase Plan:

Proposal 6. To approve of the Flutter Entertainment plc Sharesave Scheme (as amended and restated):

Proposal 7a. To ratify, in a non-binding vote, the appointment of KPMG as Independent Registered Public Accounting Firm and Auditors of the Company for the year ended December 31, 2025:

Proposal 7b. To authorize, in a binding vote, the Board to fix the compensation of KPMG

Proposal 8. To renew the annual authority of the Board to issue Shares:

Proposal 9. To renew the annual authority of the Board to issue Shares for cash without first offering Shares to existing shareholders:

Proposal 10. To renew the annual authority of the Board to make market purchases of the Company’s Shares:

Proposal 11. To renew the annual authority of the Board to determine the price range for the re-issue of treasury shares off market:

As disclosed above, a majority of the votes cast voted, in a non-binding vote, in favor of having a shareholder vote to approve the compensation of the Company’s Named Executive Officers every year. In light of such vote, and consistent with the Company’s recommendation, the Board determined that it will include an advisory vote to approve the compensation of the Company’s Named Executive Officers in its proxy materials every year until the next required vote on the frequency of stockholder votes on the compensation of the Company’s Named Executive Officers, or until the Board otherwise determines that it is in the best interest of the Company to hold an advisory vote on the compensation of the Company’s Named Executive Officers with a different frequency.

On June 5, 2025, the Company also released, via the Regulatory News Service in London (the “RNS”), an announcement regarding the results of the Annual General Meeting, in accordance with the disclosure requirements of the Listing Rules of the FCA in the United Kingdom, which is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

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.