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.