Fubotv Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine nominees (David Gandler, Andy Bird, Ignacio Figueras, Jonathan Headley, Daniel Leff, Jim Lygopoulos, Debra OConnell, Cathleen Taff and Justin Warbrooke) as directors to serve until the 2027 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.

3. 3

   Advisory Approval of Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to approve, on a non-binding advisory basis, the overall compensation of the Company’s named executive officers as disclosed in the proxy statement (the Say-on-Pay vote). Management presents this to secure stockholder feedback and to allow the Compensation Committee to incorporate shareholder sentiment into future pay decisions. The Company highlights that incentive compensation for 2025 was heavily performance-based, linked to North America revenue, North America subscribers and Adjusted EBITDA, and that the Compensation Committee used independent consultant input and stockholder engagement to design awards. A favorable vote does not bind the Board but signals stockholder support for the current pay philosophy and the mix of cash and equity incentives, including multi-year vesting and performance-based RSUs/stock options. The Board recommends FOR, citing alignment of pay with performance, retention of key executives after the Hulu combination, and corporate governance practices such as clawbacks, limits on repricing and double-trigger change-in-control protections. Key governance/contextual factors include the October 2025 business combination with Hulu + Live TV, a change in fiscal year, and Disney/Hulu’s majority economic and voting stake, all of which influence executive incentives and retention needs. Opponents could argue that advisory approval is non-binding and that equity dilution or the size of awards warrants closer scrutiny; managers counter by pointing to historical support levels (high say-on-pay approval in prior years), multi-year vesting, and explicit performance metrics tied to business priorities. The Compensation Committee has emphasized shareholder engagement and used peer data to benchmark targets, while preserving discretion to adapt awards to changing business conditions. In evaluating this proposal, an analyst should weigh the pay-for-performance design and governance safeguards against potential dilution and consider the Company’s transformative transaction with Hulu, which materially changed scale, ownership structure, and strategic priorities.

4. 4

   Advisory Vote on Frequency of Future Say-on-Pay Votes (Say-on-Frequency

   ManagementBoard: FOR

   Advisory (non-binding) vote where stockholders indicate whether future advisory votes on executive compensation should occur every one, two or three years.

   More detail

   This non-binding proposal asks shareholders to advise the Board how often advisory votes on executive compensation should be held — once every one, two or three years. Management recommends an annual frequency, arguing yearly votes allow investors to respond each year to disclosed compensation decisions, align with the Compensation Committee’s annual review cadence, and are consistent with governance best practices. The Board cites prior stockholder engagement and the annual nature of compensation-setting as reasons that an annual vote best allows timely feedback and accountability. From an investor-analytics perspective, annual votes increase governance touchpoints and can pressure boards to adjust pay practices more quickly, but they also raise the administrative burden on investors and companies and can amplify short-termism if used as the sole metric of pay design. A less frequent interval (two or three years) can allow compensation programs time to play out and may be better suited to long-term incentive cycles; the Board’s choice of annual reflects its view that its current compensation structure — with annual cash incentives and multi-year equity — still benefits from yearly shareholder input. Given Fubo’s recent business combination and near-term transitions (including fiscal-year change and integration work with Hulu), the Board argues annual feedback is especially valuable right now. Analysts should note that the advisory nature of the vote means the Board retains discretion, so a shareholder preference for a non-annual interval would be influential but not binding; the Board has stated it will consider the outcome in setting future policy.

5. 5

   Approval of an Amendment to the 2020 Equity Incentive Plan (Increase Share Reserve

   ManagementBoard: FOR

   Approve amendment and restatement of the Company’s 2020 Equity Incentive Plan to increase the number of shares available for issuance (aggregate increase of 7,000,000 shares) and make related plan updates.

   More detail

   This management proposal requests shareholder approval to amend and restate the 2020 Equity Incentive Plan to add approximately 7,000,000 shares to the plan reserve (raising the aggregate authorized for issuance to 14,593,054 shares plus limited carryovers). Management says the increase is necessitated by hiring, retention and additional equity grants following the Hulu business combination and that without additional shares the Company’s ability to grant competitive long-term incentives would be constrained. The Restated Plan includes standard protections and governance features — e.g., prohibition on repricing without stockholder approval, limits on director awards, a 10‑year maximum term for options and SARs, dividend-equivalent limits, forfeiture/clawback provisions, and no tax gross-ups — intended to mitigate common investor concerns. The Board relied on advisor (Pay Governance) input and historical burn-rate analysis (4‑year average ~5%) to size the request and estimated the incremental reserve should cover one to two years of awards under current practices, although management cautions that future hiring, equity usage or share price moves could alter that horizon. The Restated Plan also preserves administrator discretion over award types, vesting schedules and adjustments for corporate events while retaining typical change-in-control treatment and anti-dilution mechanics. Key governance trade-offs are dilution and overhang — management projects an overhang around mid-teens after the increase — versus the retention and incentive benefits that equity awards deliver, particularly in the context of integrating Hulu Live and retaining managerial talent. The Board recommends FOR, arguing that equity incentives are essential to attract and retain executives in a competitive market and to align long-term interests with investors; stockholders should weigh the incremental dilution against the strategic importance of incentivizing management during and after the combination with Hulu and the stated safeguards in the amended plan.

6. 6

   Amend Certificate of Incorporation to Remove Additional Voting Requirements for Removal of Hulu Designees

   ManagementBoard: FOR

   Approve amendment to Certificate of Incorporation to remove a provision requiring Hulu to additionally affirmatively vote its shares for removal of directors designated by Hulu (Hulu Designees).

   More detail

   This management proposal asks shareholders to approve a charter amendment removing a special requirement that Hulu must affirmatively vote its shares in favor of removing any director designated by Hulu in addition to the standard majority vote of outstanding stock. Management’s rationale is that the extra Hulu-specific voting gate is redundant with Delaware law (Section 141(k)) and creates unnecessary procedural complexity; the Board argues removal of the provision improves clarity and better aligns the charter with standard Delaware practice. From a governance perspective, eliminating the Hulu-specific veto reduces a structural obstacle to removing directors (albeit practically the risk is limited because Hulu controls roughly 70% of votes), potentially strengthening the formal parity of director removal procedures across designees. However, in practice, because Disney/Hulu beneficially own a supermajority of voting power, the amendment’s practical impact on actual removal outcomes may be limited today — the controlling stockholder would still determine outcomes in contested scenarios — but removing the extra requirement may matter if ownership concentrations shift in the future. Analysts should note this amendment reduces a tailored contractual protection that favored Hulu designees and is framed by the Board as legal and procedural cleanup rather than a shift in board composition policy; the Board also intends to file the certificate of amendment promptly upon stockholder approval. The Board unanimously supports the change, emphasizing alignment with DGCL and simplifying corporate governance mechanics, while minority investors should weigh the theoretical governance improvement against the current ownership realities where Hulu/Disney’s voting control is dominant.

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When is the Fubotv Inc 2026 annual meeting?

Fubotv Inc (FUBO) holds its 2026 annual shareholder meeting on Tuesday, July 28, 2026.

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

The record date for the Fubotv Inc 2026 meeting is Tuesday, June 2, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 9 director nominees at the Fubotv Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 6 proposals at the Fubotv Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.