Rush Street Interactive (RSI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2026, with stockholders able to attend and vote online using a control number.

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

• The Board recommends voting in favor of all proposals and emphasizes the importance of stockholder participation.

Voting matters and shareholder proposals

• Stockholders will vote on electing Neil Bluhm, Jack Markell, Niccolo de Masi, and Thomas Winter as Class III directors for a three-year term.

• Ratification of WithumSmith + Brown, PC as the independent registered public accounting firm for fiscal year 2026 is proposed.

• Amendments to the Charter are proposed to provide officer exculpation and clarify the director removal process.

• Voting procedures, quorum requirements, and broker non-vote rules are detailed.

Board of directors and corporate governance

• The Board consists of eleven members divided into three staggered classes, with annual elections for one class.

• The Nominating and Corporate Governance Committee (NCG) considers diversity, experience, and independence in director nominations; 27.3% of the Board identifies as female or minority.

• The company qualifies as a “controlled company” under NYSE rules, allowing exemptions from certain governance requirements.

• Five directors are considered independent; the Board has a lead independent director.

• Three standing committees: Audit, Compensation, and NCG, with defined responsibilities and charters.