fuboTV (FUBO) Proxy Filing summary

Executive summary

• Shareholders are asked to approve a business combination between the company and the Hulu Live Business, resulting in a new entity (Newco) with 70% economic interest held by Hulu and 30% by current shareholders, and Hulu receiving 70% of voting power via a new class of stock.

• The transaction includes a conversion from a Florida to a Delaware corporation, new bylaws, and a new certificate of incorporation, with all shares automatically converted to Class A Common Stock.

• The board unanimously recommends approval of all proposals, citing strategic, financial, and operational benefits, including access to capital, commercial agreements, and anticipated synergies.

Voting matters and shareholder proposals

• Proposals include approval of the business combination agreement, exchange of assets, conversion to Delaware, issuance of Class B stock to Hulu, potential adjournment, and advisory approval of executive compensation related to the transaction.

• Each proposal requires a majority of outstanding shares for approval, except the adjournment and compensation proposals, which require a majority of votes cast.

• Failure to approve any of the main proposals will prevent the transaction from closing.

Board of directors and corporate governance

• Post-transaction, the board will have nine members: five designated by Hulu, two independent directors designated by the current board (subject to Hulu's approval), one independent director designated by Hulu, and the CEO.

• Hulu will have the right to designate a majority of the board as long as it holds at least 50% of the combined voting power.

• The company will be a "controlled company" under NYSE rules and may opt out of certain governance requirements.