Rush Street Interactive Inc

1. 1

   Election of Directors (Class III

   ManagementBoard: FOR

   Elect Neil Bluhm, Jack Markell, Niccolo de Masi and Thomas Winter as Class III directors to serve three‑year terms ending at the 2029 Annual Meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of WithumSmith+Brown, PC as the Company's independent registered public accounting firm for fiscal year 2026.

3. 3

   Approval of Amendments to the Certificate of Incorporation (Charter Amendments

   ManagementBoard: FOR

   Approve amendments to the Second Amended and Restated Certificate of Incorporation to (a) provide for officer exculpation as permitted by amended Delaware law (DGCL Section 102(b)(7)), and (b) make clarifying changes to the director removal process when a director is an 'Unsuitable Person.

   More detail

   This proposal asks shareholders to approve amendments to the Company’s Second Amended and Restated Certificate of Incorporation to (1) add officer exculpation provisions consistent with the 2022 amendment to DGCL Section 102(b)(7), and (2) clarify the director removal process where a director becomes an “Unsuitable Person.” The amendments to Article VIII would expand the Charter’s current director exculpation construct to include certain senior officers (president, CEO, COO, CFO, chief legal officer, controller, treasurer, chief accounting officer, other highly compensated officers identified in SEC filings, and any officer who consents) by limiting or eliminating monetary liability for breaches of the duty of care in direct stockholder claims to the fullest extent permitted by Delaware law, while explicitly preserving liability for breaches of the duty of loyalty, bad faith/intentional misconduct, knowing violations of law and transactions conferring improper personal benefits; the amendment would not shield officers from claims by the Company or derivative actions. The Clarifying Amendments modify Article VI, Section 6.3 to require a director deemed an “Unsuitable Person” to resign within five business days or be automatically removed, with disputes resolved by the Board’s good‑faith determination. Management frames the changes as aligning the Charter with current Delaware law, reducing the risk of distraction and litigation costs, and aiding recruitment and retention of senior executives by reducing certain monetary exposure, while maintaining accountability for disqualifying misconduct. The Board’s unanimous recommendation and the vote requirement (majority of voting power) reflect management’s view that the changes are limited in scope and appropriate; potential governance trade-offs include giving officers more protection from monetary claims (though not from derivative suits or company‑brought claims) and slightly narrowing stockholder remedies in direct care‑based claims. In evaluating the merits, a sophisticated analyst should weigh (a) the legal alignment and market practice — many Delaware corporations have adopted similar provisions post‑2022; (b) the limited nature of exculpation (care claims only, with loyalty and bad‑faith exceptions preserved); (c) the controlled‑company governance context where insiders hold majority voting power (meaning the insiders effectively assure passage); (d) the likely recruitment/retention benefits versus reduced direct‑claim deterrence; (e) possible insurance, indemnification and litigation cost implications; and (f) the procedural convenience of clarifying removal for Unsuitable Persons — which appears primarily ministerial but could accelerate director turnover in disqualification events. Overall, the amendment is a narrowly tailored governance modernization intended to align with Delaware law while preserving key accountability exceptions, but it reduces a narrow category of stockholder monetary remedies and should be assessed in the context of the Company’s controlled‑company structure and existing indemnification and oversight mechanisms.

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When is the Rush Street Interactive Inc 2026 annual meeting?

Rush Street Interactive Inc (RSI) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.

What is the record date for the Rush Street Interactive Inc 2026 meeting?

The record date for the Rush Street Interactive Inc 2026 meeting is Tuesday, April 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Rush Street Interactive Inc's 2026 meeting?

The board is presenting 4 director nominees at the Rush Street Interactive Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Rush Street Interactive Inc 2026 meeting?

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