Flutter Entertainment (FLUT) Proxy filing summary

Executive summary

• Annual General Meeting scheduled for May 29, 2026, with both in-person and webcast access for shareholders.

• 2025 financial highlights: $16.4B revenue (+17% YoY), 15.9M average monthly players (+14% YoY), $407M net loss, $2.85B adjusted EBITDA, $1.18B net cash from operations, $407M free cash flow.

• Transitioned to U.S. domestic issuer status in early 2025, aligning governance and reporting with U.S. standards.

• Board refreshment included five new independent directors in four years; two new nominees proposed for 2026 AGM.

Voting matters and shareholder proposals

• Election/re-election of 11 director nominees, including two new candidates.

• Advisory vote on executive compensation (Say-on-Pay).

• Amendments to Articles: plurality voting in contested elections, Board authority to set its size, issuance of preferred shares, administrative updates for U.S. issuer status.

• Ratification of KPMG as auditor and Board authority to set auditor compensation.

• Renewal of Board authorities: issue shares, issue shares for cash without pre-emption, make market purchases, set price range for treasury share re-issue.

• All proposals recommended “FOR” by the Board.

Board of directors and corporate governance

• Board is 90% independent; all committees are fully independent.

• Annual Board and committee evaluations; focus on diversity, skills, and succession planning.

• Board Chair and CEO roles are separate; robust director time commitment and share ownership guidelines.

• Four standing committees: Audit, Compensation & HR, Nominating & Governance, Risk & Sustainability.

• Shareholder engagement is ongoing, with feedback influencing governance and compensation.