DraftKings (DKNG) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 19, 2025, with shareholders able to vote online, by phone, or by mail.

• Key proposals include electing ten directors, ratifying the auditor, a say-on-pay vote, amending the Employee Stock Purchase Plan (ESPP), and a shareholder proposal on board matrix disclosure.

• Jason D. Robins, CEO and Chairman, holds approximately 89% of voting power, effectively determining the outcome of all proposals.

• The company reported strong 2024 revenue growth (30% year-over-year) and significant improvement in Adjusted EBITDA.

• The board and committees met regularly, with all directors attending at least 75% of meetings.

Voting matters and shareholder proposals

• Proposals: elect ten directors, ratify BDO USA, P.C. as auditor, advisory vote on executive compensation, amend ESPP, and consider a shareholder proposal on board matrix disclosure.

• Board recommends voting for all directors, auditor ratification, executive compensation, and ESPP amendment, but against the board matrix disclosure proposal.

• The shareholder proposal seeks disclosure of each director's self-identified gender, race/ethnicity, and relevant skills in matrix format; the board opposes this, citing existing disclosures and concerns about prescriptive requirements.

Board of directors and corporate governance

• The board consists of ten directors, with a majority classified as independent under NASDAQ standards.

• Board committees include audit, compensation, nominating and corporate governance, compliance and risk, and transaction committees.

• The CEO also serves as Chairman; there is no lead independent director.

• The company qualifies as a "controlled company" under NASDAQ rules due to the CEO's voting power, but maintains a majority-independent board and fully independent key committees.

• Board and committee charters, as well as a code of business ethics, are available on the company website.