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): April 28, 2021
DRAFTKINGS INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-38908 | 84-4052441 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
222 Berkeley Street, 5th Floor
Boston, MA 02116
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (617) 986-6744
(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) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 | ||
| Class A common stock, par value $0.0001 per share | DKNG | The Nasdaq Stock Market LLC |
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 5.07. Submission of Matters to a Vote of Security Holders.
On April 28, 2021, DraftKings Inc. held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”).
The following matters were voted upon at the Annual Meeting:
| 1. | To elect thirteen directors to our Board of Directors; |
| 2. | The ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and |
| 3. | To hold an advisory vote on the frequency of executive compensation votes. |
The following are the final voting results for each of the items voted upon at the Annual Meeting:
| Broker | ||||||||||||
| Election of directors: | For | Withheld | Non-Votes | |||||||||
| Jason D. Robins | 4,066,393,195 | 32,835,523 | 88,973,932 | |||||||||
| Harry Evans Sloan | 4,021,094,056 | 78,134,662 | 88,973,932 | |||||||||
| Matthew Kalish | 4,066,006,294 | 33,222,424 | 88,973,932 | |||||||||
| Paul Liberman | 4,065,999,930 | 33,228,788 | 88,973,932 | |||||||||
| Woodrow H. Levin | 4,044,235,967 | 54,992,751 | 88,973,932 | |||||||||
| Shalom Meckenzie | 4,066,009,816 | 33,218,902 | 88,973,932 | |||||||||
| Jocelyn Moore | 4,098,336,487 | 892,231 | 88,973,932 | |||||||||
| Ryan R. Moore | 4,065,605,757 | 33,622,961 | 88,973,932 | |||||||||
| Valerie Mosley | 4,097,694,578 | 1,534,140 | 88,973,932 | |||||||||
| Steven J. Murray | 4,048,526,026 | 50,702,692 | 88,973,932 | |||||||||
| Hany M. Nada | 4,059,482,850 | 39,745,868 | 88,973,932 | |||||||||
| John S. Salter | 4,048,559,925 | 50,668,793 | 88,973,932 | |||||||||
| Marni M. Walden | 4,048,562,195 | 50,666,523 | 88,973,932 | |||||||||
| Ratification of the appointment of BDO USA, LLP: | ||||||||||||
| For | 4,186,970,118 | |||||||||||
| Against | 859,548 | |||||||||||
| Abstain | 372,984 | |||||||||||
| Non-binding advisory vote on frequency of executive compensation vote: | ||||||||||||
| 1 Year | 4,091,928,771 | |||||||||||
| 2 Years | 527,426 | |||||||||||
| 3 Years | 1,608,357 | |||||||||||
| Broker Non-Votes | 5,164,164 | |||||||||||
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
Exhibit Number | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| DRAFTKINGS INC. | ||
| Date: April 30, 2021 | By: | /s/ R. Stanton Dodge |
| Name: | R. Stanton Dodge | |
| Title: | Chief Legal Officer and Secretary | |