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PROPOSAL | | | VOTES REQUIRED | | | EFFECT OF VOTES WITHHELD, ABSTENTIONS AND BROKER NON-VOTES | |
Proposal 1 - Election of Directors | | | The plurality of the votes cast. Stockholders will be given the choice to vote “FOR” or “WITHHOLD” votes for each nominee. Thus, the six nominees receiving the highest number of votes “FOR” their election will be elected. | | | Votes withheld and broker non-votes will have no effect. | |
Proposal 2 - Ratification of Appointment of Deloitte as our Independent Registered Public Accounting Firm | | | The affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes). | | | Abstentions will have no effect. As described below, brokers have discretion to vote any uninstructed shares on “routine” matters, including ratification of the appointment of the independent public accounting firm, and accordingly we do not expect any broker non-votes on this proposal. | |
Proposal 3 - Amendment to our Certificate of Incorporation | | | The affirmative vote of the holders of a majority in voting power of all outstanding classes of stock of the Company entitled to vote at the Annual Meeting. | | | Abstentions and broker non-votes will have the same effect as a vote against this proposal. | |
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| NAME | | | AGE | | | POSITION | |
| Andrew Pascal | | | | | Chief Executive Officer and Chairman of the Board | | |
| James Murren | | | | | Director | | |
| Jason Krikorian | | | | | Director | | |
| Joe Horowitz | | | | | Director | | |
| Judy K. Mencher | | | | | Director | | |
| Steven J. Zanella | | | | | Director | |
| ANDREW PASCAL Chief Executive Officer and Chairman of the Board Age: | | | Mr. Pascal has served as our Chief Executive Officer and Chairman of the Board of Directors since June 21, 2021, and prior to this served as a Co-Founder, Chairman, and Chief Executive Officer of the Company’s predecessor entity, PlayStudios, Inc. (“Old PLAYSTUDIOS”), which he co-founded in 2011. Prior to co-founding Old PLAYSTUDIOS, Mr. Pascal served as Senior Vice President of Product Marketing and Development at Wynn Las Vegas, a luxury casino resort property owned by Wynn Resorts, Ltd., beginning in 2003 during the project’s development phase, before ascending to the roles of President and Chief Operating Officer in 2005. Throughout Mr. Pascal’s tenure, Wynn Las Vegas garnered multiple awards from the world’s leading hospitality guides. In 2008, Mr. Pascal led the development and launch of Wynn Las Vegas’ sister property, Encore Las Vegas. From 2001 to 2003, Mr. Pascal served as President and Chief Executive Officer of WagerWorks, Inc., a company he founded as a casino solutions and content supplier for many of the world’s largest gaming and media brands. Following Mr. Pascal’s departure, WagerWorks was acquired by International Game Technology. Mr. Pascal holds a Bachelor of Arts in Economics from the University of Colorado, Boulder. We believe Mr. Pascal is qualified to serve on the Board of Directors based on his substantial business experience, leadership, and management experience as the Chief Executive Officer of Old PLAYSTUDIOS and previously as a founder of, and executive director at, other software companies. | |
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| JAMES MURREN Director Age: Board Committees: • Audit | | | Mr. Murren has served as a member of the Board of Directors since June 21, 2021, and prior to this, served as Chairman of the Board of Directors of Acies Acquisition Corp. (“Acies”), our predecessor, a special-purpose acquisition company, or SPAC, since August 2020. | |
| JASON KRIKORIAN Director Age: Board Committees: • Audit • Nominating and Corporate Governance | | | Mr. Krikorian has served as a member of the Board of Directors since June 21, 2021. He was a General Partner with DCM, an international venture capital firm, from 2010 through 2022. Mr. Krikorian has also served as a member of the board of directors of Matterport, Inc. since 2014 and Augmedix, Inc. since June | |
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| JOE HOROWITZ Director Age: Board Committees: • Compensation • Nominating and Corporate Governance | | | Mr. Horowitz has served as a member of the Board of Directors since June 21, 2021. Mr. Horowitz has been the Managing General Partner of Icon Ventures, a leading Silicon Valley venture capital firm, since 2003. Mr. Horowitz was also a founder of Icon Ventures in 2003 and has overseen its growth from $100 million in assets under management to $1.1 billion. Mr. Horowitz’s venture capital experience also includes a 10-year tenure at U.S. Venture Partners, where the first deal that he worked on was the seed financing of Sun Microsystems. He was also Chairman and CEO of Geocast Network Systems, a broadband infrastructure company backed by Mayfield, Kleiner Perkins and Institutional Venture Partners. Current Icon Ventures portfolio companies that Mr. Horowitz is a board member of, or actively involved with, include Area 1 Security, Global Worldwide, Synack, TuneIn and Volansi. He has also served on the board of the National Venture Capital Association and was previously a board member of the Western Association of Venture Capitalists. Mr. Horowitz holds a Bachelor of Arts in Economics from Columbia University and a Master of Business Administration from the Wharton Graduate School of Business. We believe Mr. Horowitz is qualified to serve on the Board of Directors due to his experience as an investor, board member or executive officer of multiple technology companies and his understanding of the technology industry. | |
| JUDY K. MENCHER Director Age: Board Committees: • Audit • Compensation | | | Ms. Mencher has served as a member of the Board of Directors since June 21, 2021. Ms. Mencher currently serves as a member of the board of directors of New Millennium Homes, a California home builder, since 1997 and Spiral Water Technologies, a New Jersey manufacturer of advanced water filtration systems, since November 2018. Ms. Mencher is also the founder and Chief Executive Officer of Race Point Investors, LLC, a consultancy firm that specializes in advising various private equity funds and hedge funds on distressed investments and other matters, since March 2018. Prior to joining Race Point Investors, LLC, Ms. Mencher served as Principal of DDJ Capital Management, a firm that specializes in high yield and distressed investing, with assets under management during her tenure of $1 billion to $3 billion from 1996 to 2006. Ms. Mencher holds a Bachelor of Arts in Economics from Tufts University and both a Juris Doctorate and Master of Business Administration from Boston University. We believe Ms. Mencher is qualified to serve on the Board of Directors due to her experience as a board member of other companies and in evaluating investments, as well as her background in finance. | |
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| STEVEN J. ZANELLA Director Age: | | | Mr. Zanella has served as a member of the Board of Directors since December 21, 2021, and was a member of the board of directors of Old PLAYSTUDIOS from June 2020 to June 2021. Mr. Zanella is the | |
| Board Diversity Matrix (As of April 12, 2023) | | Board Diversity Matrix (As of April 10, 2024) | | ||||||||||||||||||||||||
| Total Number of Directors | | 6 | | Total Number of Directors | | 6 | | ||||||||||||||||||||
| | | Female | | Male | | Non-Binary | | Did Not Disclose Gender | | | | Female | | Male | | Non-Binary | | Did Not Disclose Gender | | ||||||||
| Gender Identity | | | | | | | | | | Gender Identity | | | | | | | | | | ||||||||
| Directors | | 1 | | 5 | | — | | — | | Directors | | 1 | | 5 | | — | | — | | ||||||||
| Demographic Background | | | | | | | | | | Demographic Background | | | | | | | | | | ||||||||
| African American or Black | | — | | — | | — | | — | | African American or Black | | — | | — | | — | | — | | ||||||||
| Alaskan Native or Native American | | — | | — | | — | | — | | Alaskan Native or Native American | | — | | — | | — | | — | | ||||||||
| Asian | | — | | — | | — | | — | | Asian | | — | | — | | — | | — | | ||||||||
| Hispanic or Latinx | | — | | — | | — | | — | | Hispanic or Latinx | | — | | — | | — | | — | | ||||||||
| Native Hawaiian or Pacific Islander | | — | | — | | — | | — | | Native Hawaiian or Pacific Islander | | — | | — | | — | | — | | ||||||||
| White | | 1 | | 5 | | — | | — | | White | | — | | 5 | | — | | — | | ||||||||
| Two or More Races or Ethnicities | | — | | — | | — | | — | | Two or More Races or Ethnicities | | — | | — | | — | | — | | ||||||||
| LGBTQ+ | | 1 | | — | | — | | — | | Did Not Disclose Ethnicity or Race | | 1 | | — | | — | | — | | ||||||||
| Persons with Disabilities | | — | | LGBTQ+ | | 1 | | — | | — | | — | | ||||||||||||||
| Persons with Disabilities | | — | |
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| SCOTT PETERSON Chief Financial Officer Age: | | | Mr. Peterson has served as our Chief Financial Officer since June 21, 2021 and prior to this served as the Chief Financial Officer of Old PLAYSTUDIOS since June 2017. Mr. Peterson is a seasoned finance executive with expertise in accounting, financial management, and compliance, and brings more than 20 years of senior level financial leadership of public and private companies. In 2005, he was named Vice President and Chief Financial Officer for Wynn Macau, and returned to Las Vegas as the Senior Vice President and Chief Financial Officer of Wynn Las Vegas in 2009 and continued in such position until 2015. Mr. Peterson’s responsibilities encompassed all aspects of finance, accounting, and both casino and hotel finance operations. He was also the principal finance and accounting officer responsible for casino and hotel compliance with Wynn’s internal controls, as well as state and federal requirements under the Sarbanes-Oxley Act and the Nevada Gaming Control Board. Mr. Peterson holds a Bachelor of Science in Accounting from the University of Southern California. | |
| JOEL AGENA General Counsel and Secretary Age: | | | Mr. Agena has served as our General Counsel and Secretary since February 23, 2022, and as our Vice President, Legal Counsel and Secretary since June 21, 2021, and prior to this served as the Vice President, Legal Counsel and Secretary of Old PLAYSTUDIOS since January 2019. Mr. Agena is responsible for overseeing all of our legal affairs, including corporate governance, mergers and acquisitions, securities, finance, general business, and content licensing. Mr. Agena has more than | |
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| NAME | | FEE EARNED OR PAID IN CASH ($) | | STOCK AWARDS ($)(1) | | OPTION AWARDS | | ALL OTHER COMPENSATION ($) | | TOTAL ($) | | Name | | Fee Earned or Paid in Cash ($) | | Stock Awards ($)(1) | | Option Awards | | All Other Compensation ($) | | Total ($) | | ||||||||||
| James Murren | | 55,000 | | 150,000 | | — | | — | | 205,000 | | James Murren | | 55,000 | | 150,000 | | — | | — | | 205,000 | | ||||||||||
| Jason Krikorian | | 65,000 | | 150,000 | | — | | — | | 215,000 | | Jason Krikorian | | 65,000 | | 150,000 | | — | | — | | 215,000 | | ||||||||||
| Joe Horowitz | | — | | 150,000 | | — | | — | | 150,000 | | Joe Horowitz | | —(2) | | 150,000 | | — | | — | | 150,000 | | ||||||||||
| Judy K. Mencher | | 65,000 | | 150,000 | | — | | — | | 215,000 | | Judy K. Mencher | | 65,000 | | 150,000 | | — | | — | | 215,000 | | ||||||||||
| Steven J. Zanella | | 40,000 | | 150,000 | | — | | — | | 190,000 | | Steven J. Zanella | | 40,000 | | 150,000 | | — | | — | | 190,000 | |
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| | | CLASS A COMMON STOCK | | CLASS B COMMON STOCK | | | COMBINED VOTING POWER** | | | | CLASS A COMMON STOCK | | CLASS B COMMON STOCK | | | COMBINED VOTING POWER** | | ||||||||||||||||||||||
| NAME AND ADDRESS OF BENEFICAL OWNER(1) | | NUMBER | | % | | NUMBER | | % | | NAME AND ADDRESS OF BENEFICIAL OWNER(1) | | NUMBER | | % | | NUMBER | | % | | ||||||||||||||||||||
| 5% Holders of New PLAYSTUDIOS: | | | | | | | | | | | | | | | 5% Holders of New PLAYSTUDIOS: | | | | | | | | | | | | | | | ||||||||||
| MGM Resorts International(2) | | | | 16,647,124 | | | 14.3% | | — | | —% | | 3.7% | | MGM Resorts International(2) | | | | 16,647,124 | | | 14.1% | | — | | —% | | 3.7% | | ||||||||||
| Activision Publishing, Inc.(3) | | | | 12,677,398 | | | 10.9% | | — | | —% | | 2.9% | | Microsoft Corporation(3) | | | | 11,677,398 | | | 9.9% | | — | | —% | | 2.6% | | ||||||||||
| Directors and Executive Officers: | | | | | | | | | | | | | | | BlackRock, Inc.(4) | | | | 6,352,094 | | | 5.4% | | — | | —% | | 1.4% | | ||||||||||
| Andrew Pascal | | | | 406,300(4) | | | * | | 14,524,625(5) | | 79.3% | | 76.1%(6) | | Directors and Executive Officers: | | | | | | | | | | | | | | | ||||||||||
| James Murren | | | | 1,815,351(7) | | | 1.5% | | — | | —% | | * | | Andrew Pascal | | | | 632,671(5) | | | * | | 14,524,625(6) | | 79.3% | | 75.9%(7) | | ||||||||||
| Jason Krikorian(8) | | | | 25,510 | | | * | | — | | —% | | * | | James Murren | | | | 1,847,263(8) | | | 1.5% | | — | | —% | | * | | ||||||||||
| Joe Horowitz(9) | | | | 25,510 | | | * | | — | | —% | | * | | Jason Krikorian | | | | 57,424(9) | | | * | | — | | —% | | * | | ||||||||||
| Judy K. Mencher | | | | 592,609(10) | | | * | | — | | —% | | * | | Joe Horowitz | | | | 57,424(10) | | | * | | — | | —% | | * | | ||||||||||
| Steven J. Zanella(11) | | | | 25,510 | | | * | | — | | —% | | * | | Judy K. Mencher | | | | 624,523(11) | | | * | | — | | —% | | * | | ||||||||||
| Scott Peterson | | | | 661,373(12) | | | * | | — | | —% | | * | | Steven J. Zanella | | | | 57,424(12) | | | * | | — | | —% | | * | | ||||||||||
| Joel Agena | | | | 433,043(13) | | | * | | — | | —% | | * | | Scott Peterson | | | | 928,908(13) | | | * | | — | | —% | | * | | ||||||||||
| All directors and executive officers as a group (8 individuals) | | | | 3,985,206(14) | | | 3.4% | | 14,524,625(5) | | 79.3% | | 76.6% | | Joel Agena | | | | 529,851(14) | | | * | | — | | —% | | * | | ||||||||||
| All directors and executive officers as a group (8 individuals) | | | | 4,727,510(15) | | | 3.9% | | 14,524,625(6) | | 79.3% | | 76.4% | |
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| NAME AND PRINCIPAL POSITION | | | YEAR | | | SALARY ($) | | | BONUS ($) | | | STOCK AWARDS ($)(1) | | | ALL OTHER COMPENSATION ($) | | | TOTAL ($) | | |||
| Andrew Pascal, Chairman and CEO | | | 2022 | | | 500,000 | | | 375,000(5) | | | — | | | | | 375,000(3)(5) | | | | 1,250,000 | |
| | | | 2021 | | | 500,000 | | | — | | | — | | | | | 1,500,000(2) | | | | 2,000,000 | |
| Scott Peterson, CFO | | | 2022 | | | 331,923 | | | 85,000(5) | | | 2,290,500 | | | | | 75,000(3) | | | | 2,782,423 | |
| | | | 2021 | | | 250,000 | | | 25,000(4) | | | — | | | | | 801,800(2) | | | | 1,076,800 | |
| Joel Agena, General Counsel and Secretary | | | 2022 | | | 265,962 | | | 50,000(5) | | | 1,527,000 | | | | | 75,000(3) | | | | 1,917,962 | |
| | | | 2021 | | | 225,000 | | | 25,000(4) | | | — | | | | | 600,000(2) | | | | 850,000 | |
| NAME AND PRINCIPAL POSITION | | | YEAR | | | SALARY ($) | | | BONUS ($) | | | STOCK AWARDS ($)(1) | | | ALL OTHER COMPENSATION ($) | | | TOTAL ($) | | |||
| Andrew Pascal, Chairman and CEO | | | 2023 | | | 740,385 | | | 400,000(2) | | | 4,770,000 | | | | | 2,600 | | | | 5,912,985 | |
| | | | 2022 | | | 500,000 | | | 375,000(3) | | | — | | | | | 378,500(3)(4) | | | | 1,253,500 | |
| Scott Peterson, CFO | | | 2023 | | | 350,000 | | | 100,000(2) | | | — | | | | | 7,100 | | | | 457,100 | |
| | | | 2022 | | | 331,923 | | | 85,000(3) | | | 2,290,500 | | | | | 81,638(4) | | | | 2,789,062 | |
| Joel Agena, General Counsel and Secretary | | | 2023 | | | 275,000 | | | 35,000(2) | | | — | | | | | 6,000 | | | | 316,000 | |
| | | | 2022 | | | 265,962 | | | 50,000(3) | | | 1,527,000 | | | | | 80,319(4) | | | | 1,923,281 | |
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| | | OPTION AWARDS(1) | | | STOCK AWARDS | | | | OPTION AWARDS | | | STOCK AWARDS | | ||||||||||||||||||||||||||||||||||||||
| NAME | | GRANT DATE | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | OPTION EXERCISE PRICE ($) | | OPTION EXPIRATION DATE | | Number of RSUs That Have Not Vested (#) | | Market Value of RSUs That Have Not Vested ($)(3) | | NAME | | GRANT DATE | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | OPTION EXERCISE PRICE ($) | | OPTION EXPIRATION DATE | | Number of RSUs That Have Not Vested (#) | | Market Value of RSUs That Have Not Vested ($)(1) | | ||||||||||||||||||||
| Andrew Pascal | | | | 4/17/17 | | | 1,864,324 | | — | | 1.01 | | 4/17/2027 | | — | | — | | Andrew Pascal | | | | 4/17/17 | | | 1,864,324 | | — | | 1.01 | | 4/17/2027 | | 750,000 | | 2,032,500 | | ||||||||||||||
| Scott Peterson | | | | 6/29/17 | | | 67,974 | | — | | 1.01 | | 4/1/2027 | | 300,000 | | 1,164,000 | | Scott Peterson | | | | 6/29/17 | | | 67,974 | | — | | 1.01 | | 4/1/2027 | | 150,000 | | 406,500 | | ||||||||||||||
| | | | | 2/28/19(2) | | | 65,543 | | 2,428 | | 1.44 | | 1/1/2029 | | — | | — | | | | | | 2/28/19 | | | 67,974 | | — | | 1.44 | | 1/1/2029 | | — | | — | | ||||||||||||||
| Joel Agena | | | | 12/22/15 | | | 46,609 | | — | | 0.90 | | 9/1/2025 | | 200,000 | | 776,000 | | Joel Agena | | | | 12/22/15 | | | 46,609 | | — | | 0.90 | | 9/1/2025 | | 100,000 | | 271,000 | | ||||||||||||||
| | | | | 6/29/17 | | | 93,217 | | — | | 1.01 | | 5/1/2027 | | — | | — | | | | | | 6/29/17 | | | 93,217 | | — | | 1.01 | | 5/1/2027 | | — | | — | | ||||||||||||||
| | | | | 2/28/19(2) | | | 91,274 | | 1,943 | | 1.44 | | 1/1/2029 | | — | | — | | | | | | 2/28/19 | | | 93,217 | | — | | 1.44 | | 1/1/2029 | | — | | — | |
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| PLAN CATEGORY | | NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS AND RIGHTS | | WEIGHTED- AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS AND RIGHTS(1) | | NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A)) | | Plan Category | | Number of securities to be issued upon exercise of outstanding options and rights | | Weighted- average exercise price of outstanding options and rights(1) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | ||||||||||||||||||
| | | (a) | | (b) | | (c) | | | | (a) | | (b) | | (c) | | ||||||||||||||||||
| Equity compensation plans approved by security holders(2) | | | | 20,743(3) | | | $1.11 | | | | 13,920(4)(5) | | | Equity compensation plans approved by security holders(2) | | | | 17,097(3) | | | $1.27 | | | | 17,298(4)(5) | | | ||||||
| Equity compensation plans not approved by security holders | | | | — | | | — | | | | — | | | Equity compensation plans not approved by security holders | | | | — | | | — | | | | — | | | ||||||
| Total | | | | 20,743 | | | | | | | 13,920 | | | Total | | | | 17,097 | | | | | | | 17,298 | | |
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| | | 2022 | | 2021 | | | | 2023 | | 2022 | | ||||
| Audit Fees(1) | | $839 | | $1,365 | | Audit Fees(1) | | $791 | | $839 | | ||||
| Audit-Related Fees(2) | | 20 | | — | | Audit-Related Fees(2) | | 41 | | 20 | | ||||
| Tax Fees(3) | | 750 | | 1,190 | | Tax Fees(3) | | 421 | | 750 | | ||||
| All Other Fees(4) | | 4 | | 490 | | All Other Fees(4) | | 389 | | 4 | | ||||
| Total | | $1,613 | | $3,045 | | Total | | $1,642 | | $1,613 | |
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