Draftkings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of eleven directors to the Board of Directors, each to hold office until the 2027 Annual Meeting.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of BDO USA, P.C. as DraftKings’ independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Non-binding Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory approval of the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (including the Compensation Discussion and Analysis, compensation tables, and related narrative).

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed executive compensation (the CD&A, compensation tables and narrative). Management and the Compensation Committee seek affirmation that their pay practices — which rely heavily on equity-based incentives (time‑based RSUs and PSUs) tied to multi-year revenue and Adjusted EBITDA targets — align executive incentives with long-term shareholder value, retention and performance. The proxy highlights that approximately 90% of average NEO pay for 2025 was equity-based, that founders voluntarily reduced base salaries to $1 for 2025, and that PSUs and other performance measures are structured with threshold, target and maximum payout levels to calibrate pay for performance. The Company reports improved 2025 operating metrics (27% revenue growth and Adjusted EBITDA improvement) but also notes that 2025 annual cash bonuses paid 0% because the bonus thresholds were not met, illustrating the pay-for-performance design. The Compensation Committee’s rationale emphasizes market benchmarking against a peer group, use of FW Cook as an independent advisor, and safeguards such as clawbacks, capped payouts, and stock ownership guidelines to mitigate misalignment and excessive risk-taking. Potential investor concerns include the concentration of voting power (the CEO controls ~88% of votes), the large equity grant run-rate and dilution, certain security and travel-related perquisites for founders, and significant severance/change-in-control arrangements; these factors could influence investor sentiment even though the vote is advisory. Given the Company’s controlled‑company status and the CEO’s voting power, the practical effect of the advisory vote on governance changes is limited, but a negative outcome could prompt the Board and Compensation Committee to engage with major shareholders and adjust program design. Overall, the Board recommends the advisory approval to endorse the current compensation framework as appropriately balanced between short- and long-term incentives and aligned with the Company’s strategic objective to grow revenue and improve profitability.

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When is the Draftkings Inc 2026 annual meeting?

Draftkings Inc (DKNG) holds its 2026 annual shareholder meeting on Tuesday, May 12, 2026.

What is the record date for the Draftkings Inc 2026 meeting?

The record date for the Draftkings Inc 2026 meeting is Thursday, March 19, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Draftkings Inc's 2026 meeting?

The board is presenting 11 director nominees at the Draftkings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Draftkings Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Draftkings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.