Not independent
Tenure on this board
5.5 yrs
8 nominees · 3 ballot items.
Elect eight directors; ratify Deloitte & Touche LLP as independent auditors for 2026; and approve an amendment to the Skillz Inc. 2020 Omnibus Incentive Plan to increase the number of Class A shares authorized for issuance (and the corresponding ISO limit) by 3,000,000 shares.
Elect eight director nominees named in the proxy statement to serve one-year terms ending at the 2027 annual meeting; each nominee must receive a majority of votes cast to be elected.
Ratify the appointment of Deloitte & Touche LLP as Skillz’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to the Omnibus Plan to increase the number of Class A shares available for issuance under the plan by 3,000,000 shares and to increase the corresponding limit on shares issuable pursuant to incentive stock options by 3,000,000 shares.
This management proposal asks stockholders to approve an amendment to the Skillz Inc. 2020 Omnibus Incentive Plan that would add 3,000,000 Class A shares to the plan’s available share reserve and correspondingly increase the maximum number of shares that may be issued pursuant to incentive stock options by 3,000,000. Management is seeking shareholder approval because the Omnibus Plan’s share reserve governs the Company’s ability to grant equity awards (options, RSUs, PSUs, SARs) that are central to compensation and retention for employees, consultants and non-employee directors, and stockholder approval is required to increase the pool. The filing explains that, absent the increase, the Company expects an insufficient share reserve to support meaningful equity awards, which could impair its ability to attract and retain talent and align employees with stockholder interests. The Company frames the increase as supporting approximately three years of anticipated equity needs based on current burn rates, hiring plans in key areas (technology, product, go-to-market), and historical usage, and discloses that annual automatic inflations under the plan’s evergreen provision would continue. The board acknowledges dilution considerations and reports that it evaluated share usage relative to peers and assessed dilution across multiple share-price scenarios to balance competitiveness with responsible dilution. The proposal interacts with prior CEO equity grants (notably large performance- and stock-price-based PSU programs) and the Company’s broader compensation strategy, meaning shareholder approval will preserve management’s flexibility to continue equity-driven retention and incentive programs. The Board’s unanimous recommendation to vote FOR the amendment reflects its view that the benefits of preserving the ability to grant competitive equity awards (retention, recruiting, alignment with shareholders) outweigh the dilutive impact associated with the requested increase. Given the controlled-company structure (founder holds Class B majority voting power), approval is still sought to maintain good governance practices and to ensure that the public equity compensation machinery can function as intended for non-controlling shareholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RENAISSANCE TECHNOLOGIES LLC | 2.56% | 399,425 | $1M |
| 2 | BlackRock, Inc. | 1.91% | 298,625 | $773K |
| 3 | Coastal Bridge Advisors, LLC | 1.58% | 247,008 | $640K |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 1.06% | 165,049 | $427K |
| 5 | JACOBS LEVY EQUITY MANAGEMENT, INC | 0.84% | 131,680 | $341K |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.58% | 89,798 | $233K |
| 7 | Squarepoint Ops LLC | 0.41% | 63,598 | $165K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.38% | 59,990 | $155K |
| 9 | STATE STREET CORP | 0.37% | 58,462 | $151K |
| 10 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.35% | 55,020 | $143K |
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