Flutter Entertainment (FLUT) Proxy filing summary

Executive summary

• Achieved $16.4 billion in revenue for 2025, up 17% YoY, with 15.9 million average monthly players, up 14% YoY.

• Net loss of $407 million, adjusted EBITDA of $2.85 billion, and $407 million in free cash flow.

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

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

• Strong shareholder engagement and responsible gambling initiatives, with 47.3% of customers using Play Well tools in 2025.

Voting matters and shareholder proposals

• Election/re-election of 11 director nominees for a term expiring at the next AGM.

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

• Amendments to Articles for plurality voting in contested elections, Board authority on size, preferred share issuance, and U.S. issuer status.

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

• Renewal of Board authorities to issue shares, issue shares for cash, make market purchases, and set price range for treasury share re-issuance.

Board of directors and corporate governance

• Board is 90% independent, with all committees fully independent.

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

• Board structure separates Chair and CEO roles; robust director time commitment and share ownership guidelines.

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

• Shareholder engagement includes regular meetings and feedback integration into governance and compensation.