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

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 under §240.14a-12

SKILLZ 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 all boxes that apply):
☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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May 1, 2023

Dear Fellow Stockholder:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Skillz Inc. (the “Company,” “Skillz,” “we,” “our” or “us”) to be held through a virtual web conference at www.virtualshareholdermeeting.com/SKLZ2023 on June 20, 2023, at 10:00 a.m. Pacific Time. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit questions during the meeting by logging in to the website listed above using your 16-digit control number, which can be found in your Notice of Internet Availability of Proxy Materials, on your proxy card, or on any additional voting instructions accompanying these proxy materials. We recommend that you log in a few minutes before the meeting to ensure you are admitted when the meeting starts.

We have included with this letter, a proxy statement that provides you with detailed information about the Annual Meeting. We encourage you to read the entire proxy statement carefully. You may also obtain more information about Skillz from documents we have filed with the Securities and Exchange Commission (the “SEC”).

We are delivering our proxy statement pursuant to the SEC rules that allow companies to furnish proxy materials to their stockholders over the Internet. We believe that this delivery method expedites stockholders’ receipt of proxy materials and lowers the cost and environmental impact of our Annual Meeting. On or about May 1, 2023, we will mail to our stockholders a notice containing instructions on how to access our proxy materials. In addition, the notice includes instructions on how you can receive a paper copy of our proxy materials.

You are being asked at the Annual Meeting to vote on the following matters:

1.	To elect the directors named in this proxy statement to serve on the Board of Directors;

2.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

3.	To approve an amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Charter”) to reflect new Delaware law provisions regarding officer exculpation;

4.	To approve an amendment to the Company’s Charter to give the Board of Directors discretionary authority to effect a reverse stock split of our Class A and Class B common stock (together, the “Common Stock”); and

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

We encourage you to vote your shares prior to the Annual Meeting. You may vote your shares through one of the methods described in the enclosed proxy statement. We strongly urge you to read the accompanying proxy statement carefully and to vote FOR the nominees proposed by the Board of Directors and FOR the other proposals by following the voting instructions contained in the proxy statement.

Sincerely,

Andrew Paradise

Chief Executive Officer and Chairman of the Board of Directors

This proxy statement is dated May 1, 2023 and is first being made available to stockholders on May 1, 2023.

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P.O. Box 445

San Francisco, California 94104

NOTICE OF 2023 ANNUAL MEETING

OF STOCKHOLDERS

To Be Held on June 20, 2023

The Annual Meeting of Stockholders (the “Annual Meeting”) of Skillz Inc. (the “Company,” “Skillz,” “we,” “our” or “us”) will be held on Tuesday, June 20, 2023, at 10:00 a.m. Pacific Time, through a virtual web conference. Online check-in will be available beginning at 9:30 a.m. Pacific Time. Please allow ample time for the online check-in process. The items of business are:

Date:

June 20, 2023

Time:

10 a.m. Pacific Time

(1 p.m. Eastern Time)

1.

Election of the directors named in this proxy statement to serve on the Board of Directors (the “Board”);

Record

Date:

April 21, 2023

2.

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

Virtual

Meeting

Site:

www.virtualshareholder

meeting.com/SKLZ2023

3.

Approval of an amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Charter”) to reflect new Delaware law provisions regarding officer exculpation;

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS ANNUAL MEETING. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE HOPE THAT YOU WILL PROMPTLY VOTE AND SUBMIT YOUR PROXY BY TELEPHONE, MAIL, OR VIA THE INTERNET, AS DESCRIBED IN THE PROXY STATEMENT. THIS WILL NOT LIMIT YOUR RIGHTS TO ATTEND OR VOTE AT THE ANNUAL MEETING.

4.

Approval of an amendment to the Company’s Charter to give the Board discretionary authority to effect a reverse stock split of our Class A and Class B common stock (together, the “Common Stock”) (the “Reverse Stock Split”); and

5.

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

Our Board has fixed the close of business on April 21, 2023, as the record date (the “Record Date”) for determining holders of our Common Stock entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. To participate in the Annual Meeting, you will need your 16-digit control number, which can be found in your Notice of Internet Availability of the Proxy Materials (the “Notice”), on your proxy card, or on any additional voting instructions accompanying these proxy materials.

By Order of the Board,

Charlotte Edelman

General Counsel and Corporate Secretary

Date: May 1, 2023

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING TO BE HELD ON June 20, 2023.

We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. We will mail the Notice to certain of our stockholders. This Notice contains instructions about how to access our proxy materials and vote online or vote by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via e-mail unless you elect otherwise. Websites throughout this proxy statement are provided for reference only. Websites referred to herein are not incorporated by reference into this proxy statement.

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Table of Contents

ELECTION OF DIRECTORS (PROPOSAL NO. 1)			1
DIRECTORS AND MANAGEMENT			2
Director Biographical Information			2
Executive Officers of the Company			6
CORPORATE GOVERNANCE			7
Structure of the Board			7
Criteria for Selection of Directors			7
Committees of the Board			7
Board and Committee Self-Evaluations			8
Controlled Company Exemption			9
Independence of Directors			9
Board’s Role in Risk Oversight			10
Other Board Information			10
Recommendation of Directors by Stockholders			11
Director Compensation Program			12
2022 Director Compensation Table			12
Security Ownership of Certain Beneficial Owners, Directors and Management			14
Delinquent Section 16(a) Reports			15
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			16
EXECUTIVE COMPENSATION			17
Report of the Compensation Committee			17
Compensation Discussion and Analysis			18
2022 Summary Compensation Table and Related Narrative			26
2022 Grants of Plan-Based Awards			27
Outstanding Equity Awards at 2022 Fiscal Year-End			28
Stock Option Exercises and Stock Vested			30
Pension Benefits			30
Non-Qualified Deferred Compensation			30
Potential Payments upon Termination			30
Executive Officer and Director Hedging Policy			32
CEO Pay Ratio			33
Pay Versus Performance			34
Equity Compensation Plan Information			39
AUDIT COMMITTEE REPORT			41
FEES OF INDEPENDENT ACCOUNTANTS			42
Pre-Approval Policies and Procedures			42
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023 (PROPOSAL NO. 2)			43
PROPOSAL TO AMEND THE COMPANY’S CHARTER TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION (PROPOSAL NO. 3)			44
PROPOSAL TO AMEND THE COMPANY’S CHARTER TO GIVE THE BOARD DISCRETIONARY AUTHORITY TO EFFECT THE REVERSE STOCK SPLIT (PROPOSAL NO. 4)			45
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			52
STOCKHOLDER PROPOSALS FOR 2024 ANNUAL MEETING OF STOCKHOLDERS			56
OTHER MATTERS			56
ANNEX A: OFFICER EXCULPATION AMENDMENT			57
ANNEX B: REVERSE STOCK SPLIT AMENDMENT			58

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ELECTION OF DIRECTORS

(PROPOSAL NO. 1)

Upon the recommendation of our Nominating and Corporate Governance Committee (the “Nominating Committee”), the Board has nominated the seven individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of stockholders in 2024 or until their successors, if any, are elected or appointed. Our Charter and our Amended and Restated Bylaws (“Bylaws”) provide for the annual election of directors. Each director nominee must receive the affirmative vote of a majority of the votes cast to be elected (i.e., the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). Unless contrary instructions are given, the shares represented by your proxy will be voted FOR the election of all director nominees.

Our Chief Executive Officer and Chairman of the Board, Mr. Paradise, beneficially owns 100% of the Company’s Class B Common Stock and controls a majority of the voting power of all outstanding capital stock. As a result, Mr. Paradise has the power to elect each of the nominees named in this proxy statement.

All of the director nominees listed below have consented to being named in this proxy statement and to serve if elected. However, if any nominee becomes unable to serve, proxy holders will have discretion and authority to vote for another nominee proposed by the Board. Alternatively, the Board may reduce the number of directors to be elected at the Annual Meeting.

Andrew Paradise

Chief Executive Officer and Chairman of the Board

C

Casey Chafkin

Chief Strategy Officer and Director

X

Kevin Chessen

Independent Director

SEC Form DEF 14A filed by Skillz Inc.