Rush Street Interactive (RSI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2026, with shareholders able to vote online or by proxy.

• Key proposals include electing four Class III directors, ratifying the auditor, and approving Charter amendments for officer exculpation and director removal clarifications.

• Shareholders of record as of April 14, 2026, are entitled to vote, with a quorum defined as a majority of voting power present or represented by proxy.

• Major shareholders Neil Bluhm and Richard Schwartz collectively control over 51% of voting power and intend to vote in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect Neil Bluhm, Jack Markell, Niccolo de Masi, and Thomas Winter as Class III directors for a three-year term.

• Proposal 2: Ratify WithumSmith+Brown, PC as independent auditor for fiscal year 2026.

• Proposal 3: Approve Charter amendments for officer exculpation and clarifying director removal for "Unsuitable Person" status.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eleven members divided into three staggered classes; currently, not a majority of independent directors due to controlled company status.

• Controlled company exemptions from NYSE rules are utilized, including non-independent nominating and compensation committees.

• Lead independent director is Niccolo de Masi.

• Board and committees met regularly in 2025, with all directors attending over 75% of meetings.