Not independent
Tenure on this board
6.1 yrs
11 nominees · 3 ballot items.
Three proposals: election of eleven directors; ratification of BDO USA, P.C. as the independent registered public accounting firm for 2026; and a non-binding advisory vote to approve the Company’s executive compensation as disclosed in the proxy.
Election of eleven directors to the Board of Directors, each to hold office until the 2027 Annual Meeting.
Ratify the appointment of BDO USA, P.C. as DraftKings’ independent registered public accounting firm for the fiscal year ending December 31, 2026.
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).
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JANUS HENDERSON GROUP PLC | 5.5% | 27,173,300 | $578M |
| 2 | Capital World Investors | 5.0% | 24,711,953 | $534M |
| 3 | AQR CAPITAL MANAGEMENT LLC | 4.5% | 22,389,360 | $472M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 21,320,598 | $461M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.7% | 18,593,772 | $402M |
| 6 | BlackRock, Inc. | 2.4% | 11,707,044 | $253M |
| 7 | CIBC Bancorp USA Inc. | 2.2% | 10,863,757 | $235M |
| 8 | STATE STREET CORP | 2.1% | 10,174,116 | $220M |
| 9 | SPRUCE HOUSE INVESTMENT MANAGEMENT LLC | 1.9% | 9,650,000 | $209M |
| 10 | BlackRock, Inc. | 1.9% | 9,437,065 | $204M |
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