rsi-20260603
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 3, 2026
RUSH STREET INTERACTIVE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39232 | 84-3626708 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
900 N. Michigan Avenue, Suite 950
Chicago, Illinois 60611
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (773) 893-5855
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A common stock, par value $0.0001 per share | RSI | The New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On June 3, 2026, Rush Street Interactive, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”).
The following matters were voted upon by the Company’s stockholders at the Annual Meeting:
1.The election of four director nominees as Class III directors to serve for a three-year term ending at the 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;
2.The ratification of the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for fiscal year 2026;
3.The approval of amendments to the Second Amended and Restated Certificate of Incorporation to (a) provide for officer exculpation as permitted by Delaware law, and (b) make certain clarifying changes to the director removal process (the “Charter Amendments”).
The following are the final voting results for each of the items voted upon by the Company’s stockholders at the Annual Meeting:
| Election of Directors: | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Neil Bluhm | 151,020,678 | 52,242,582 | 10,155,388 | |||||||||||||||||
| Jack Markell | 198,023,155 | 5,240,105 | 10,155,388 | |||||||||||||||||
| Niccolo de Masi | 157,995,713 | 45,267,547 | 10,155,388 | |||||||||||||||||
| Thomas Winter | 198,024,576 | 5,238,684 | 10,155,388 | |||||||||||||||||
| Ratification of Appointment of Independent Registered Accounting Firm: | ||||||||||||||||||||
| For | 212,839,268 | |||||||||||||||||||
| Against | 4,381 | |||||||||||||||||||
| Abstain | 574,999 | |||||||||||||||||||
| Approval of Charter Amendments: | ||||||||||||||||||||
| For | 159,801,940 | |||||||||||||||||||
| Against | 42,901,742 | |||||||||||||||||||
| Abstain | 559,578 | |||||||||||||||||||
| Broker Non-Vote | 10,155,388 | |||||||||||||||||||
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RUSH STREET INTERACTIVE, INC. | |||||||||||
| By: | /s/ Kyle Sauers | ||||||||||
| Name: Kyle Sauers | |||||||||||
| Title: President and Chief Financial Officer | |||||||||||
Dated: June 3, 2026 | |||||||||||