[8-K] Flutter Entertainment plc Reports Material Event

Rhea-AI Filing Summary

Flutter Entertainment plc reported the results of its 2026 Annual General Meeting held on May 29, 2026. All board nominees were elected, each receiving at least about 91% of votes cast, and shareholders approved the advisory vote on executive compensation with 88.02% support.

Shareholders approved several amendments to the Memorandum and Articles of Association, including changes to introduce a plurality voting standard in contested director elections, allow the board to set its own size and provide for possible holdover directors, and reflect Flutter’s U.S. domestic issuer status for Exchange Act reporting.

One special resolution, Proposal 3c to permit the issuance of preferred shares with board‑determined rights, did not pass despite 53.00% support because it required 75% of votes cast. Auditor-related proposals and annual authorities for the board to issue shares, issue shares for cash, repurchase shares, and set the price range for reissuing treasury shares were all approved by large majorities.

8-K Event Classification

4 items: 5.03, 5.07, 7.01, 9.01

4 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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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): May 29, 2026

Flutter Entertainment plc

(Exact Name of Registrant as Specified in its Charter)

Ireland		001-37403		98-1782229
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

One Madison Avenue New York, New York		10010
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: +353 (1) 264 1566

(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 (see General Instruction A.2.):

☐ 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
Ordinary Shares, nominal value of €0.09 per share		FLUT		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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 29, 2026, Flutter Entertainment plc (the “Company”) held its 2026 Annual General Meeting (the “Annual General Meeting”) of Shareholders. At the Annual General Meeting, the Company’s shareholders considered and approved, among other things, certain amendments to the Company’s Memorandum and Articles of Association (“Articles”) to better align its governance provisions with practices among U.S. public companies, along with certain administrative amendments to reflect its U.S. domestic issuer status (see Proposals 3a, 3b and 3d in Item 5.07 below). The amendments to the Company’s Articles are effective from May 29, 2026.

A description of the amendments to the Articles is set forth in the Company’s definitive Proxy Statement, dated April 16, 2026 (the “2026 Proxy Statement”), under the sections titled “Proposal 3a: Approval of Certain Amendments to the Articles to Provide for a Plurality Voting Standard in the Event of Contested Director Elections,” “Proposal 3b: Approval of Certain Amendments to the Articles to Grant the Board Sole Authority to Determine its Size Within a Specified Range and Provide for the Possibility of Holdover Directors in the Event of No Directors Receiving Sufficient Votes for Election,” and “Proposal 3d: Approval of Certain Administrative Amendments to the Articles to reflect Flutter’s U.S. Domestic Issuer Status for the Purpose of Exchange Act Reporting,” respectively.

The foregoing description, and the descriptions in the 2026 Proxy Statement, do not purport to be complete and are qualified in their entirety by reference to the full text of the Articles, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual General Meeting, the Company’s shareholders considered eight proposals as more fully described in the 2026 Proxy Statement. [Each of proposals 1-8 were approved, except for proposal 3c which failed to receive seventy-five percent (75%) of the votes cast at the Annual General Meeting which is required to approve a special resolution. The number of votes by the Company’s shareholders for and against each of the proposals put before the Annual General Meeting, as well as the number of abstentions and broker non-votes, were as follows (proposal numbers correspond to the proposal numbers used in the 2026 Proxy Statement):

Proposal 1: By separate resolutions, to elect / re-elect as appropriate the Director nominees listed below for a term expiring at the next Annual General Meeting of the Company:

		Votes For		Votes Against		Abstentions		Broker Non-Votes
John Bryant		126,067,313		10,333,778		1,037,603		13,062,314
Peter Jackson		124,714,415		11,688,566		1,035,713		13,062,314
Robert (Dob) Bennett		130,601,155		5,799,617		1,037,922		13,062,314
Stefan Bomhard		136,068,786		330,342		1,039,566		13,062,314
Nancy Cruickshank		136,270,273		108,682		1,059,739		13,062,314
Nancy Dubuc		134,206,346		2,172,278		1,060,070		13,062,314
David Kenny		136,325,262		72,391		1,041,041		13,062,314
Holly Keller Koeppel		134,481,542		1,918,999		1,038,153		13,062,314
Carolan Lennon		135,424,935		952,299		1,061,460		13,062,314
Christine M. McCarthy		136,323,950		75,198		1,039,546		13,062,314
Sally Susman		136,327,444		73,116		1,038,134		13,062,314

Proposal 2. To approve, on an advisory basis, the compensation of our Named Executive Officers:

Votes For		Votes Against		Abstentions		Broker Non-Votes
118,832,426		16,175,184		2,431,084		13,062,314

Proposal 3a. To approve certain amendments to the Company’s Articles to provide for a plurality voting standard in the event of contested director elections:

Votes For		Votes Against		Abstentions		Broker Non-Votes
103,660,085		32,741,559		1,037,050		13,062,314

Proposal 3b. To approve certain amendments to the Company’s Articles to grant the Board sole authority to determine its size and provide for the possibility of holdover directors in the event of no directors receiving sufficient votes for election:

Votes For		Votes Against		Abstentions		Broker Non-Votes
103,313,811		33,088,596		1,036,287		13,062,314

Proposal 3c. To approve certain amendments to the Company’s Articles to permit the issuance of preferred shares with rights and preferences to be determined by the Board from time to time:

Votes For		Votes Against		Abstentions		Broker Non-Votes
71,309,952		63,246,903		2,881,839		13,062,314

Proposal 3d. To approve certain administrative amendments to the Company’s Articles to reflect Flutter’s U.S. Domestic Issuer Status for the purpose of Exchange Act reporting:

Votes For		Votes Against		Abstentions		Broker Non-Votes
136,351,041		50,678		1,036,975		13,062,314

Proposal 4a. To ratify, in a non-binding vote, the appointment of KPMG as Independent Registered Public Accounting Firm and Auditors of the Company for the year ended December 31, 2026:

Votes For		Votes Against		Abstentions		Broker Non-Votes
149,345,191		120,704		1,035,113		N/A

Proposal 4b. To ratify the authority of the Board to fix the compensation of KPMG:

Votes For		Votes Against		Abstentions		Broker Non-Votes
149,412,039		55,225		1,033,744		N/A

Proposal 5. To renew the annual authority of the Board to issue Shares:

Votes For		Votes Against		Abstentions		Broker Non-Votes
147,858,760		1,598,026		1,044,222		N/A

Proposal 6. To renew the annual authority of the Board to issue Shares for cash without first offering Shares to existing shareholders:

Votes For		Votes Against		Abstentions		Broker Non-Votes
134,973,805		14,431,140		1,096,063		N/A

Proposal 7. To renew the annual authority of the Board to make market purchases of the Company’s Shares:

Votes For		Votes Against		Abstentions		Broker Non-Votes
149,370,396		50,103		1,080,509		N/A

Proposal 8. To renew the annual authority of the Board to determine the price range for the re-issue of treasury shares off market:

Votes For		Votes Against		Abstentions		Broker Non-Votes
149,307,694		108,557		1,084,757		N/A

Item 7.01 Regulation FD Disclosure.

On May 29, 2026, the Company issued a press release regarding the results of the Annual General Meeting which is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Memorandum and Articles of Association of Flutter Entertainment plc, dated May 29, 2026
99.1		Press Release dated May 29, 2026
104		The cover page of this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

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.

				Flutter Entertainment plc
				(Registrant)
Date: May 29, 2026				By:		/s/ Fiona Gildea
				Name:		Fiona Gildea
				Title:		Deputy Company Secretary and
						Head of Governance

Exhibit 99.1

May 29, 2026

Flutter Entertainment plc (the “Company”)

Results of Annual General Meeting 2026

The Company announces that the following resolutions were put forward at its Annual General Meeting (“AGM”) held on May 29, 2026.

All resolutions with the exception of 3(c), as set out in the Notice of Meeting, were duly passed on a poll.

The number of votes for and against each of the resolutions put before the meeting and the number of votes withheld were as follows:

Resolutions		Votes For1								Votes Against1								Total votes2				Votes Withheld3
		No. of shares				%				No. of shares				%				No. of shares				No. of shares
1. By separate resolutions, to Elect /Re-elect:
1(a) John Bryant			126,067,313				92.42	%			10,333,778				7.58	%			136,401,091				1,037,603
1(b) Peter Jackson			124,714,415				91.43	%			11,688,566				8.57	%			136,402,981				1,035,713
1(c) Robert (Dob) Bennett			130,601,155				95.75	%			5,799,617				4.25	%			136,400,772				1,037,922
1(d) Stefan Bomhard			136,068,786				99.76	%			330,342				0.24	%			136,399,128				1,039,566
1(e) Nancy Cruickshank			136,270,273				99.92	%			108,682				0.08	%			136,378,955				1,059,739
1(f) Nancy Dubuc			134,206,346				98.41	%			2,172,278				1.59	%			136,378,624				1,060,070
1(g) Holly Keller Koeppel			134,481,542				98.59	%			1,918,999				1.41	%			136,400,541				1,038,153
1(h) David Kenny			136,325,262				99.95	%			72,391				0.05	%			136,397,653				1,041,041
1(i) Carolan Lennon			135,424,935				99.30	%			952,299				0.70	%			136,377,234				1,061,460
1(j) Christine M. McCarthy			136,323,950				99.94	%			75,198				0.06	%			136,399,148				1,039,546
1(k) Sally Susman			136,327,444				99.95	%			73,116				0.05	%			136,400,560				1,038,134
2. Proposal to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers			118,832,426				88.02	%			16,175,184				11.98	%			135,007,610				2,431,084
3. By Separate Resolutions
3(a) Approval of certain amendments to the Company’s Articles to provide for a plurality voting standard in the event of contested director elections.*			103,660,085				76.00	%			32,741,559				24.00	%			136,401,644				1,037,050
3(b) Approval of certain amendments to the Company’s Articles to grant the Board sole authority to determine its size and provide for the possibility of holdover directors in the event of no directors receiving sufficient votes for election.*			103,313,811				75.74	%			33,088,596				24.26	%			136,402,407				1,036,287
3(c) Approval of certain amendments to the Company’s Articles to permit the issuance of preferred shares with rights and preferences to be determined by the Board from time to time.*			71,309,952				53.00	%			63,246,903				47.00	%			134,556,855				2,881,839

3(d) Approval of certain administrative amendments to the Company’s Articles to reflect Flutter’s U.S. Domestic Issuer Status for the purpose of Exchange Act reporting.*			136,351,041				99.96	%			50,678				0.04	%			136,401,719				1,036,975
4. By Separate Resolutions
4(a) Ratification in a non-binding vote, the appointment of KPMG as Independent Registered Public Accounting Firm and Auditors of the Company.			149,345,191				99.92	%			120,704				0.08	%			149,465,895				1,035,113
4(b) Ratification of the authority in a binding vote, the Board to fix the compensation of KPMG.			149,412,039				99.96	%			55,225				0.04	%			149,467,264				1,033,744
5. Renewal of the annual authority of the Board to issue shares.			147,858,760				98.93	%			1,598,026				1.07	%			149,456,786				1,044,222
6. Renewal of the annual authority of the Board to issue shares for cash without first offering shares to existing shareholders.*			134,973,805				90.34	%			14,431,140				9.66	%			149,404,945				1,096,063
7. Renewal of the annual authority of the Board to make market purchases of the Company’s shares.			149,370,396				99.97	%			50,103				0.03	%			149,420,499				1,080,509
8. Renewal of the annual authority of the Board to determine the price range for the re-issue of treasury shares off market.*			149,307,694				99.93	%			108,557				0.07	%			149,416,251				1,084,757

* Denotes Special Resolutions

NOTES:

¹  Votes “For” and “Against” are expressed as a percentage of votes received. The “For” votes include those giving the Chair discretion.

²  The total number of ordinary shares in issue on April 2, 2026 was 174,400,428. The Company does not currently hold any ordinary shares as Treasury shares.

³  A vote “Withheld” is not a vote in law and is not counted in the calculation of the votes “For” or “Against” the resolution.

⁴ The total number of votes cast at the AGM (i.e. For, Against and Withheld) was 150,501,008 ordinary shares representing an 86.30% turnout.

The full text of the resolutions can be found in the Notice of AGM, which is available for inspection at the UK Financial Conduct Authority’s (“FCA”) National Storage Mechanism https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company’s website at www.flutter.com/investors/shareholder-centre/agm.

A copy of the resolutions passed under special business (as defined by the Listing Rules of the FCA) will shortly be submitted to the FCA’s National Storage Mechanism for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Edward Traynor

Company Secretary

Flutter Entertainment plc

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 41.5 KB

Other Documents

• EX-3.1 EX-3.1 519.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB