Flutter Entertainment PLC

Proposal 2 requests an annual, non-binding advisory approval of the Company’s executive compensation (‘‘Say on Pay’’). Management is seeking shareholder endorsement of the Named Executive Officers’ pay as disclosed in the Compensation Discussion and Analysis and related tables, which emphasize a heavy weighting toward at-risk and long-term equity incentives tied to Group and Divisional financial metrics and responsible gambling measures. The Board frames the program as market‑competitive and aligned with U.S. practice following the Company’s transition to a U.S. domestic issuer, highlighting features such as stock ownership guidelines, clawback/malus provisions, and performance‑based PSUs and RSUs. Because the vote is advisory, the outcome would not be binding, but the Compensation and Human Resources Committee has committed to consider shareholder feedback when setting future compensation. The management recommendation to vote FOR is supported by the Board’s view that the program promotes pay-for-performance and retention of key executives while aligning management incentives with shareholder value creation. The Company points to a prior say-on-pay result (2025) that received >98% support to indicate previous shareholder alignment. Institutional investors will evaluate both the program design and how the Board exercises discretion (e.g., adjustments applied to annual incentive outcomes) when voting, particularly given recent regulatory and operational headwinds (e.g., the India regulatory change impacting Junglee). Activist or governance-focused investors may scrutinize discretion, sign‑on awards, and the magnitude of CEO long-term opportunity relative to peer practice. The advisory nature of the vote reduces immediate legal risk but maintains reputational and governance consequences: a negative result would generally compel the Committee to engage with investors and potentially revise plan features and disclosures, while a strong result reinforces the Board’s compensation philosophy.

Proposal 3(a) seeks shareholder approval to amend the Articles to adopt a plurality voting standard for contested director elections, meaning that when nominees exceed available board seats, those nominees receiving the highest number of votes for the available seats would be elected regardless of whether they achieve a majority. Management argues this change prevents situations where a contested election could produce more elected directors than the Articles permit under the current majority standard, forcing disruptive remedial steps. The proposal is explicitly conditioned on approval of Proposal 3(b) because setting board size by the Board is necessary for plurality voting to function predictably. From a governance perspective, plurality voting is more common among U.S.-listed companies and is presented as part of aligning the Articles with U.S. norms after the Company’s domestic issuer status change. Critics will note plurality in contested contests can entrench nominees with only plurality support and weaken shareholder leverage; proponents counter that it avoids legal and operational uncertainty following contested slates. For investors focused on director accountability, the critical issue is whether plurality will be limited to contested elections (as management proposes) and whether accompanying safeguards exist; here management says majority voting is retained for uncontested elections. Given the interdependence with Proposal 3(b), shareholders assessing 3(a) must consider the whole package and the potential trade-off between board stability and shareholder influence in director selection. The Board recommends FOR, emphasizing practical alignment with U.S. practice and avoidance of election failures, while activists and governance advisers may press for additional safeguards such as enhanced disclosure or nomination processes to mitigate entrenchment risks.

Proposal 3(b) asks shareholders to allow the Board to set its own size within the floor and ceiling specified in the Articles (minimum four and maximum fifteen) and to add a mechanism enabling those nominees with the highest votes to be re‑elected as holdover directors if an election would otherwise leave the Board below the minimum size. Management frames this as necessary operational flexibility and as complementary to Proposal 3(a)’s plurality voting, allowing plurality rules to function by having the Board determine how many seats are available. The change reduces the risk of technical failures following contested elections that could leave the Board noncompliant with statutory or Articles-prescribed minimums. Opponents could view it as shifting power to the Board and reducing shareholder ability to insist on a particular Board size, raising governance concerns about director accountability and potential entrenchment. The Board conditions both 3(a) and 3(b) on each other, meaning both must pass together; that interdependence is an important consideration for investors seeking to evaluate the net governance impact. In practice, institutional investors will weigh whether the Company’s director nomination and disclosure practices, plus other governance safeguards, sufficiently mitigate the risk that this authority might be used opportunistically. The Board recommends FOR on grounds of alignment with U.S. listing practice and to avoid procedural complications in contested scenarios; shareholders will balance that operational rationale against any perceived reduction of shareholder influence over Board composition.

Proposal 3(c) seeks shareholder approval to permit the Board to issue preferred shares with terms to be set by the Board (so‑called blank‑check preferred). Management argues this provides strategic flexibility to pursue financings, acquisitions, or investor commitments quickly without needing to convene a shareholder meeting for each series. The filing emphasizes that the amendment is not being proposed in response to any takeover attempt and that issuance would be consistent with U.S. market practice; it further states the Board will not use the power for defensive purposes without shareholder approval and notes the Irish Takeover Rules limit steps that could frustrate an offer. Governance critics commonly worry that blank‑check preferred shares can be used to entrench management by creating super‑voting or otherwise superior securities that dilute ordinary shareholders; the Company discloses those risks and notes there are no current plans to issue such shares. Investors should assess both the potential utility for capital raising and the safeguards in place, including Board intent and any takeover rules. Given the potential for significant economic and control consequences if such shares were issued with superior rights, many institutional investors will demand strong disclosure and, potentially, shareholder pre-approval for any future issuance of particularly impactful series. The Board recommends FOR, framing the change as prudent corporate flexibility aligned with its U.S. domestic issuer status, but shareholders should monitor any concrete proposals for issuance carefully.

Proposal 3(d) is a housekeeping resolution to update the Company’s Articles to reflect its status as a U.S. domestic issuer and to correct cross‑references and definitions. Management presents these as non‑substantive administrative changes intended to align the Articles with current reporting obligations under the Exchange Act following the Company’s reclassification as a U.S. domestic issuer as of January 1, 2025. Because these amendments are framed as technical, the Company indicates they should not affect substantive shareholder rights. The filing highlights specific changes such as removing references to foreign private issuer status and updating article cross‑references. Institutional governance teams typically view such administrative updates as routine; they will nonetheless verify that no material rights have been inadvertently changed. The Board recommends FOR, and the vote is presented as a required step to ensure corporate documents reflect current legal and listing status. Shareholders can review Annex B (the full redline) to confirm there are no unintended substantive effects before voting.

Proposal 4(b) requests routine shareholder authorization for the Board to fix the compensation of the independent auditors, KPMG, for the coming fiscal year. Under Irish law, shareholder approval is required annually to empower the Board to confirm auditor remuneration and ensure compliance with corporate formalities. Management presents this as a procedural step that does not affect audit independence or scope; the Audit Committee retains responsibility for pre‑approving audit and permitted non‑audit services and reporting on fees. Investors will treat this as a routine administrative proposal, but proxy advisers sometimes review the levels and trends of audit and non‑audit fees as part of their assessment of auditor independence. The Board recommends FOR; if passed, it allows the Board (acting through the Audit Committee) to formalize KPMG’s compensation without further shareholder action. A negative vote would trigger Audit Committee review and potential reconsideration of the auditor relationship.

Proposal 5 seeks a routine annual renewal of the directors’ authority to allot and issue shares up to roughly 20% of issued capital. Management frames this as standard Irish market practice that enables the Company to raise capital, fund acquisitions, and satisfy equity compensation requirements without needing a separate shareholder meeting for each issuance. The authority period is limited to the earlier of the next AGM or August 28, 2027, and the Board may honor offers made prior to expiry. For investors, the quantum (20%) is aligned with common practice among Irish-incorporated, U.S.-listed peers; the key governance considerations relate to dilution risk and whether the Board will follow market norms and stock exchange rules in any issuance. The filing also notes NYSE and SEC rules provide additional investor protections. The Board recommends FOR and emphasizes the authority will be used in line with shareholder interests; shareholders seeking additional guardrails may look to the Company’s disclosure of intended uses and any pre-emption protections in related proposals.

Proposal 6 asks shareholders to renew the Board’s authority to disapply statutory pre‑emption rights for issuances for cash up to ~20% of issued capital and for customary rights issues. Management argues the disapplication is standard market practice for Irish-incorporated, U.S.-listed companies and is necessary to preserve the Board’s ability to execute timely capital raises and transactions (including acquisitions and equity compensation) without the operational delay of offering shares pro rata to all existing holders. The resolution is time‑limited and constrained by the 20% cap and rights-issue carve-out; the Company emphasises compliance with NYSE rules as an additional investor protection. From an investor perspective, the trade‑off is flexibility for management versus potential dilution for existing shareholders; institutional investors and proxy advisors typically accept a 20% cap but monitor how the authority is used and whether issuance proceeds are used to create long‑term value. The Board recommends FOR, noting the authority will be used in accordance with governance norms and only when supportive of shareholder value; shareholders retaining concerns may seek pre-issuance disclosures or limits on placement mechanics in future engagements.

Proposal 7 requests shareholder authorization for the Company and/or its subsidiaries to repurchase up to 10% of ordinary shares on recognized markets, with customary minimum and maximum pricing formulas tied to recent market prices and nominal value, and an expiration tied to the next AGM or August 28, 2027. Management argues that a buyback facility provides flexibility to return capital to shareholders and manage the Company’s capital structure in line with market conditions. The proposal is framed as standard practice; price caps are set to avoid overpayment and to comply with Irish law and exchange rules. Share repurchase programs are often positively received when the Board demonstrates discipline and a commitment to deploy buybacks opportunistically rather than to mask dilution; investors will watch for disclosure of actual buyback activity, timing, and rationale. The Board also notes redemption authority exists under the Articles independent of this market purchase authority. The recommendation to vote FOR reflects management’s view that buybacks are a useful tool for shareholder value; however, some governance-focused investors will prefer clear capital allocation priorities (dividends, debt paydown, M&A) to accompany any repurchase program.

Proposal 8 seeks renewal of the statutory shareholder authority setting the off‑market re‑issue price range for treasury shares to between 95% and 120% of an appropriate market reference price (with nominal valuation allowed for employee scheme obligations). Management explains this is a routine legal requirement under Irish law to allow the Company to re‑issue treasury stock (for example, for equity compensation or other corporate purposes) and that the 95%–120% band is customary for Irish companies. From a governance standpoint, the key issues are dilution management and the circumstances in which treasury shares will be re‑issued; the Company indicates such re‑issues will be executed at prices the Board deems in shareholders’ best interests. Institutional voters typically view such authority as routine if the band and expiry period are reasonable and if there is transparency around use. The Board recommends FOR to preserve operational flexibility; shareholders should monitor any large re‑issuances for potential dilutive impact and alignment with strategic objectives.