UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 1, 2024
FUBOTV INC.
(Exact name of registrant as specified in its charter)
| Florida | | 001-39590 | | 26-4330545 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
1290 Avenue of the Americas
New York, NY 10104
(Address of principal executive offices) (Zip Code)
(212) 672-0055
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | | FUBO | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 3, 2024, the Board of Directors (the “Board”) of fuboTV Inc. (the “Company”) appointed Neil Glat to serve as a director of the Company and as a member of the Compensation Committee (the “Compensation Committee”) and the Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board, in each case effective as of March 5, 2024 (the “Effective Date”). On March 1, 2024, Pär-Jörgen Pärson notified the Board of his resignation as a director of the Company, effective on the Effective Date. As of the Effective Date, the Compensation Committee will consist of Julie Haddon (chair), Daniel Leff and Neil Glat, and the Nominating Committee will consist of Daniel Leff (chair) and Neil Glat.
Mr. Glat is eligible to participate in the Company’s Outside Director Compensation Program, which provides for (i) an annual cash retainer of (a) $50,000 for serving on the Board, (b) $9,500 for service as a member of the Compensation Committee, and (c) $6,000 for service as a member of the Nominating Committee, (ii) an initial grant of restricted stock units (“RSUs”) for the number of shares of the Company’s common stock equal to $330,000 divided by the average of the closing price of the Company’s common stock for the 30-trading day period ending on the trading day prior to the Effective Date (the “Share Price”), rounded down to the nearest whole share, and that vests in a series of equal annual installments on the first, second and third anniversary of the date of grant, subject to the director’s continued service on the Board through each such vesting date, and (iii) an annual grant, on the date of the Company’s annual meeting of shareholders (provided that he has served as a director for at least six months prior to such meeting), of RSUs for that number of shares of common stock equal to $228,000 divided by the Share Price, rounded down to the nearest whole share (the “Annual Grant”), and that vests in a single installment on the earlier to occur of (x) the day prior to the date of the Company’s next annual meeting of shareholders or (y) the first anniversary of the date of grant of the Annual Grant, subject to the director’s continued service on the Board through such vesting date.
Mr. Glat has also entered into the Company’s standard indemnification agreement for directors and officers.
Item 7.01. Regulation FD Disclosure.
On March 5, 2024, the Company issued a press release (the “Press Release”) announcing the Board transitions described in Item 5.02 of this Current Report on Form 8-K. A copy of the Press Release is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
*Exhibit 99.1 shall be deemed to be furnished, and not filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | FUBOTV INC. |
| | | |
| Date: March 5, 2024 | By: | /s/ David Gandler |
| | | David Gandler |
| | | Chief Executive Officer |
