Flutter Entertainment (FLUT) Proxy Filing summary

Executive summary

• Annual General Meeting (AGM) scheduled for June 5, 2025, in Dublin, with virtual listen-only access provided.

• 2024 financial highlights: $14.05B revenue (+19% YoY), $162M net income, $2.36B adjusted EBITDA, $1.6B net cash from operations, $941M free cash flow.

• Board composition refreshed with two new independent directors; ongoing focus on diversity, expertise, and succession planning.

• Transitioned primary listing to NYSE, aligning governance and reporting with U.S. standards; now a U.S. domestic issuer.

Voting matters and shareholder proposals

• Election/re-election of nine director nominees for one-year terms.

• Advisory vote on executive compensation (Say-on-Pay) and on frequency of future Say-on-Pay votes (Board recommends annual vote).

• Approval of Amended and Restated 2024 Omnibus Equity Incentive Plan (increasing share reserve to 8.52M, minimum one-year vesting, no evergreen provision).

• Approval of 2025 Employee Share Purchase Plan (3M share limit, 85% purchase price, no evergreen, company match up to 25%).

• Approval of Amended Sharesave Scheme (fixed 3M share limit, max 20% discount, no company match, compliance with Irish tax rules).

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

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

Board of directors and corporate governance

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

• Annual director elections, majority voting, and mandatory resignation if not elected.

• Board and committee evaluations conducted annually, with 2024 evaluation externally facilitated.

• Minimum equity ownership guidelines: NEDs (5x retainer), CEO (6x salary), other executives (3x salary).

• Board held 8 meetings in 2024; high director attendance and engagement.