Form 8-K - Current report

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)

☐	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
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 No.		Description
99.1*		Press Release of fuboTV Inc., dated March 5, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*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

Exhibit 99.1

FOR IMMEDIATE RELEASE

NEIL GLAT APPOINTED TO FUBO’S BOARD OF DIRECTORS

NEW YORK – MARCH 5, 2024 – FuboTV Inc. (d/b/a/ Fubo) (NYSE: FUBO), the leading sports-first live TV streaming platform, announced today the appointment of Neil Glat to its board of directors effective immediately.

Glat has extensive operating and strategic experience in sports, entertainment, media and hospitality. He is the managing member of NG Strategies, LLC, providing strategic advice to sports, media and technology businesses, and most recently served as co-president, Americas for SPORTFIVE, a global sports, entertainment and marketing agency. Glat is also recognized for his significant leadership experience in professional sports, including more than seven years with the New York Jets, during which he served as president, and 15 years with the National Football League (NFL), where he oversaw corporate development and strategy, among other responsibilities.

“Neil’s deep experience in media and sports will bring important insight and strategic counsel to Fubo as we approach our 2025 profitability target,” said David Gandler, co-founder and CEO, Fubo. “I’m looking forward to working with Neil as we continue to scale our aggregated sports-first video bundle that provides value for consumers, advertisers, partners and shareholders alike.”

“I’m extremely excited about the opportunity to join Fubo’s board and to work closely with David, the executive team and the board, as the company focuses on achieving its near-term goals and strategically positioning itself for accelerated future growth,” said Glat.

Additionally, Pär-Jörgen (PJ) Pärson will step down from Fubo’s board to focus on his role at leading venture capital fund Northzone.

Continued Gandler: “I want to extend my deepest gratitude to PJ for his invaluable service to Fubo over the years. As one of our earliest investors, both PJ and Northzone have played a pivotal role in guiding Fubo through periods of extraordinary complexity and growth leading up to and including our IPO. The success we enjoy today, boasting over 1.6 million subscribers across North America and expanding operations into Europe and India, is a testament to PJ’s unwavering commitment and his early confidence in our vision. Fubo’s current achievements are, without a doubt, closely tied to PJ’s dedication and foresight.”

For more details on Glat and Fubo’s board of directors, please visit https://ir.fubo.tv/governance/board-of-directors/default.aspx

About Fubo

With a global mission to aggregate the best in TV, including premium sports, news and entertainment content, through a single app, FuboTV Inc. (d/b/a Fubo) (NYSE: FUBO) aims to transcend the industry’s current TV model. The company operates Fubo in the U.S., Canada and Spain and Molotov in France.

In the U.S., Fubo is a sports-first cable TV replacement product that aggregates more than 300 live sports, news and entertainment networks and is the only live TV streaming platform with every Nielsen-rated sports channel (source: Nielsen Total Viewers, 2023). Leveraging Fubo’s proprietary data and technology platform optimized for live TV and sports viewership, subscribers can engage with the content they are watching through an intuitive and personalized streaming experience. Fubo has continuously pushed the boundaries of live TV streaming. It was the first virtual MVPD to launch 4K streaming and MultiView, which it did years ahead of its peers, as well as Instant Headlines, a first-of-its-kind AI feature that generates contextual news topics as they are reported live on air.

Learn more at https://fubo.tv

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements of FuboTV Inc. (“Fubo”) that involve substantial risks and uncertainties. All statements contained in this press release that do not relate to matters of historical fact are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including statements regarding our business strategy and plans, expectations regarding profitability, growth plans and prospects and market opportunity. Forward-looking statements represent Fubo’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions and risks relating to Fubo’s business, including those described in periodic reports that Fubo files from time to time with the SEC. The forward-looking statements included in this press release speak only as of the date of this press release, and Fubo does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

# # #

Investor Contacts

Alison Sternberg, Fubo

asternberg@fubo.tv

JCIR for Fubo

ir@fubo.tv

Media Contacts

Jennifer L. Press, Fubo

jpress@fubo.tv

Bianca Illion, Fubo

billion@fubo.tv

Cover	Mar. 01, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 01, 2024
Entity File Number	001-39590
Entity Registrant Name	fuboTV Inc. /FL
Entity Central Index Key	0001484769
Entity Tax Identification Number	26-4330545
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	1290 Avenue of the Americas
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10104
City Area Code	(212)
Local Phone Number	672-0055
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	FUBO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false