UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported):
FUBOTV INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
(Address of principal executive offices) (Zip Code)
(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) | |
| 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 | ||
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 June 15, 2023, fuboTV Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved an amendment and restatement of the Company’s 2020 Equity Incentive Plan (the “2020 Plan”). The amended and restated 2020 Plan is referred to herein as the “Restated Plan.” The Board of Directors (the “Board”) approved an amendment to the 2020 Plan on November 20, 2022, and approved a further amendment and restatement of the 2020 Plan on April 20, 2023. The Restated Plan became effective on April 20, 2023, subject to shareholder approval.
The Restated Plan amends and restates the 2020 Plan and makes the following material changes to the 2020 Plan:
(i) Increases the number of shares of the Company’s Class A common stock available by 20,000,000 shares (2,500,000 pursuant to the November 2022 amendment and an additional 17,500,000 pursuant to the April 2023 amendment and restatement), such that the aggregate number of shares of the Company’s Class A common stock reserved for issuance under the Restated Plan is equal to the sum of (1) 51,116,646 shares, plus (2) 596,882 shares that were subject to awards issued pursuant to the 2015 Equity Incentive Plan of fuboTV Inc. as of the original date of the 2020 Plan that have become available for issuance under the 2020 Plan on or after its original effective date due to the forfeiture or expiration of the original award, plus (3) up to an additional 3,497,503 shares that may become available for issuance under the Restated Plan pursuant to the expiration or forfeiture of outstanding awards under the 2015 Plan (based on the number of awards outstanding under the 2015 Plan as of April 19, 2023);
(ii) Increases the number of shares of the Company’s Class A common stock which may be granted as incentive stock options under the Restated Plan by 20,000,000 shares, such that an aggregate of 51,116,646 shares of the Company’s Class A common stock may be granted as incentive stock options under the Restated Plan;
(iii) Removes the plan administrator’s authority to reprice or exchange outstanding awards and specifically prohibits the administrator from repricing, replacing or regranting awards through cancellation or modification without shareholder approval if the effect would be to reduce the exercise price for the shares under the award;
(iv) Provides that dividend equivalents may be credited in respect of restricted stock units (in addition to the crediting of dividends to shares of restricted stock permitted by the 2020 Plan), but clarifies that no dividends or dividend equivalents in respect of shares underlying an unvested award may be paid until the award vests;
(v) Provides that the authority to grant or amend awards, or otherwise administer the Restated Plan, may be delegated to a committee consisting of members of the Board or officers of the Company, within specific guidelines and limitations, but provides that an officer cannot be delegated the authority to grant awards to or amend awards held by (1) individuals subject to Section 16 of the Securities Exchange Act of 1934, as amended, or (2) officers or directors who have been delegated authority to grant or amend awards;
(vi) Clarifies that if a change in control occurs that would trigger payment of an award, then for awards that constitute deferred compensation under Section 409A of the Internal Revenue Code (the “Code”), to the extent required to avoid additional taxes under Section 409A of the Code, the transaction or event will only constitute a change in control for purposes of payment timing under the Restated Plan if the transaction also constitutes a “change in control event” as defined in the regulations issued under Section 409A of the Code; and
(vii) Extends the right to grant awards under the Restated Plan through November 19, 2032.
The terms and conditions of the Restated Plan are described in the section entitled “Proposal 4 – Approval of an Amendment to the Company’s 2020 Equity Incentive Award Plan to, Among Other Things, Increase the Number of Shares of Common Stock Available for Issuance” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 1, 2023. The foregoing description of the Restated Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Restated Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Company’s Annual Meeting, a total of 158,148,280 shares of common stock were present in person or represented by proxy at the meeting, representing approximately 54.18% percent of the Company’s outstanding common stock as of the April 20, 2023 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May 1, 2023.
Item 1 — Election of seven directors for a term of office expiring on the date of the 2024 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified.
| NOMINEE | Votes FOR | Votes WITHHELD |
Broker Non-Votes | |||
| David Gandler | 84,080,465 | 4,326,298 | 69,741,517 | |||
| Edgar Bronfman Jr. | 78,718,359 | 9,688,404 | 69,741,517 | |||
| Ignacio Figueras | 77,405,117 | 11,001,646 | 69,741,517 | |||
| Julie Haddon | 84,428,953 | 3,977,810 | 69,741,517 | |||
| Daniel Leff | 76,795,736 | 11,611,027 | 69,741,517 | |||
| Laura Onopchenko | 84,316,317 | 4,090,446 | 69,741,517 | |||
| Pär-Jörgen Pärson | 78,773,803 | 9,632,960 | 69,741,517 |
Item 2 — Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 152,282,536 | 3,242,027 | 2,623,717 | 0 |
Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 69,771,545 | 17,632,445 | 1,002,773 | 69,741,517 |
Item 4 — Approval of an amendment to the Company’s 2020 Equity Incentive Plan to, among other things, increase the number of shares of common stock available for issuance.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 64,184,599 | 23,457,728 | 764,436 | 69,741,517 |
Item 5 — Approval of an amendment to the Company’s Articles of Incorporation that would remove gaming-related provisions.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 148,354,148 | 8,439,203 | 1,354,929 | 0 |
Item 6 — Approval of an amendment to the Company’s Articles of Incorporation that would increase the number of authorized shares of our common stock.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 136,833,067 | 20,403,772 | 911,441 | 0 |
Item 7 — Approval of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 4, Proposal 5 or Proposal 6.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 69,031,072 | 18,431,112 | 944,579 | 69,741,517 |
Based on the foregoing votes, David Gandler, Edgar Bronfman Jr., Ignacio Figueras, Julie Haddon, Daniel Leff, Laura Onopchenko and Pär-Jörgen Pärson were elected as directors and Items 2, 3, 4, 5, 6 and 7 were approved.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | fuboTV Inc. 2020 Equity Incentive Plan, as amended and restated. | |
| 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.
| FUBOTV INC. | ||
| Date: June 20, 2023 | By: | /s/ David Gandler |
| David Gandler | ||
| Chief Executive Officer | ||