fuboTV (FUBO) Proxy Filing summary

Executive summary

• A special meeting is scheduled for September 30, 2025, to vote on a business combination between Fubo and the Hulu Live Business, involving The Walt Disney Company and Hulu, LLC.

• The transaction will result in a new entity, Newco, with Hulu holding a 70% economic and voting interest and Fubo holding 30%.

• Fubo will convert from a Florida to a Delaware corporation, and all shares will convert to Class A Common Stock, continuing to trade on the NYSE.

• The board unanimously recommends approval of all proposals, including the business combination, asset exchange, conversion, share issuance, adjournment, and executive compensation.

Voting matters and shareholder proposals

• Shareholders will vote on six proposals: approval of the business combination, exchange of assets, conversion to a Delaware corporation, issuance of Class B shares to Hulu, adjournment if needed, and advisory approval of executive compensation related to the transaction.

• Approval of the first four proposals is required for the transaction to proceed.

• A majority of outstanding shares is required for approval of the main proposals; adjournment and compensation proposals require a majority of votes cast.

Board of directors and corporate governance

• Post-transaction, the board will have nine members: five designated by Hulu, two by the current board (independent and acceptable to Hulu), one independent by Hulu, and the CEO.

• Hulu will have the right to designate the initial chair; the board will determine the chair thereafter.

• Fubo will be a “controlled company” under NYSE rules, exempt from certain governance requirements.