UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 18, 2024, fuboTV Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved an amendment and restatement of the Company’s 2020 Equity Incentive Plan (the “2020 Plan”). The amended and restated 2020 Plan is referred to herein as the “Restated Plan.” The Board of Directors (the “Board”) approved the amendment and restatement of the 2020 Plan on April 16, 2024. The Restated Plan became effective on June 18, 2024, following shareholder approval.
The Restated Plan amends and restates the 2020 Plan and makes the following material changes to the 2020 Plan:
(i) Increases the number of shares of the Company’s Class A common stock available by 20,000,000 shares, such that the aggregate number of shares of the Company’s Class A common stock reserved for issuance under the Restated Plan is equal to the sum of (1) 71,116,646 shares, plus (2) 621,506 shares that were subject to awards issued pursuant to the 2015 Equity Incentive Plan of fuboTV Inc. as of the original date of the 2020 Plan that have become available for issuance under the 2020 Plan on or after its original effective date due to the forfeiture or expiration of the original award, plus (3) up to an additional 3,057,896 shares that may become available for issuance under the Restated Plan pursuant to the expiration or forfeiture of outstanding awards under the 2015 Plan (based on the number of awards outstanding under the 2015 Plan as of April 19, 2023);
(ii) Increases the number of shares of the Company’s Class A common stock which may be granted as incentive stock options under the Restated Plan by 20,000,000 shares, such that an aggregate of 71,116,646 shares of the Company’s Class A common stock may be granted as incentive stock options under the Restated Plan; and
(iii) Extends the right to grant awards under the Restated Plan through April 16, 2034.
The terms and conditions of the Restated Plan are described in the section entitled “Proposal 4 – Approval of an Amendment to the Company’s 2020 Equity Incentive Award Plan to, Among Other Things, Increase the Number of Shares of Common Stock Available for Issuance” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2024. The foregoing description of the Restated Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Restated Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Company’s Annual Meeting, a total of 175,333,516 shares of common stock were present in person or represented by proxy at the meeting, representing approximately 58.46% percent of the Company’s outstanding common stock as of the April 22, 2024 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 26, 2024.
Item 1 — Election of seven directors for a term of office expiring on the date of the 2025 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified.
| NOMINEE | Votes FOR | Votes WITHHELD | Broker Non-Votes | |||
| David Gandler | 91,097,014 | 6,805,758 | 77,430,744 | |||
| Edgar Bronfman Jr. | 90,126,965 | 7,775,807 | 77,430,744 | |||
| Ignacio Figueras | 85,596,283 | 12,306,489 | 77,430,744 | |||
| Neil Glat | 91,679,634 | 6,223,138 | 77,430,744 | |||
| Julie Haddon | 90,088,746 | 7,814,026 | 77,430,744 | |||
| Daniel Leff | 79,961,766 | 17,941,006 | 77,430,744 | |||
| Laura Onopchenko | 91,803,769 | 6,099,003 | 77,430,744 |
Item 2 — Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 165,745,860 | 8,567,677 | 1,019,979 | 0 |
Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 86,446,865 | 10,800,425 | 655,482 | 77,430,744 |
Item 4 — Approval of an amendment to the Company’s 2020 Equity Incentive Plan to, among other things, increase the number of shares of common stock available for issuance.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 79,713,982 | 17,779,199 | 409,591 | 77,430,744 |
Item 5 — Approval, in accordance with Section 312.03 of the NYSE Listed Company Manual, of the full settlement of conversions in common stock of the Company’s Convertible Senior Secured Notes due 2029
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 85,901,638 | 11,269,804 | 731,330 | 77,430,744 |
Item 6 — Approval of an amendment to the Company’s Articles of Incorporation that would increase the number of authorized shares of the Company’s common stock.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 147,514,470 | 27,219,746 | 599,300 | 0 |
Item 7 — Approval of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 4, Proposal 5 or Proposal 6.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 139,031,832 | 34,974,719 | 1,326,965 | 0 |
Based on the foregoing votes, David Gandler, Edgar Bronfman Jr., Ignacio Figueras, Neil Glat, Julie Haddon, Daniel Leff and Laura Onopchenko were elected as directors and Items 2, 3, 4, 5, 6 and 7 were approved.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | fuboTV Inc. 2020 Equity Incentive Plan, as amended and restated. | |
| 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.
| FUBOTV INC. | ||
| Date: June 21, 2024 | By: | /s/ David Gandler |
| David Gandler | ||
| Chief Executive Officer | ||