| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 12, 2025, Flutter Entertainment plc (the “Company”) announced that the Board of Directors (the “Board”) has appointed Stefan Bomhard to the Board as a non-executive director, effective as of October 1, 2025. Mr. Bomhard has not been appointed as a member of a Board committee at this time.
The Board has determined that Mr. Bomhard is an independent director in accordance with the New York Stock Exchange listing standards.
Mr. Bomhard, age 58, has served as the Chief Executive Officer and member of the board of directors of Imperial Brands plc (“Imperial Brands”), a global consumer-focused company in the tobacco and nicotine industry, since July 2020. Mr. Bomhard will retire as Chief Executive Officer of Imperial Brands on October 1, 2025 and will continue to serve as a director until December 31, 2025. Prior to his time at Imperial Brands, Mr. Bomhard served as the Chief Executive Officer of Inchcape PLC (“Inchcape”), a global distribution and retail leader in the premium and luxury automotive sectors, from April 2015 until June 2020. Prior to Inchcape, Mr. Bomhard was president of Bacardi Limited’s European region and was also responsible for Bacardi’s Global commercial organization and Global Travel Retail. Additional previous roles held by Mr. Bomhard include Chief Commercial Officer of Cadbury plc and Chief Operating Officer of Unilever Food Solutions Europe. This followed senior management and sales and marketing positions at Diageo (Burger King) and Procter & Gamble. Additionally, Mr. Bomhard currently serves as a non-executive director of Compass Group plc. Mr. Bomhard holds a bachelor’s degree in business administration from Middlesex University, a bachelor’s degree from Reutlingen University and a Ph.D. in marketing from the University of Bradford.
Mr. Bomhard will receive compensation consistent with the Company’s fee schedule for non-executive directors. The current schedule is described in the Company’s definitive Proxy Statement for its 2025 Annual General Meeting, filed with the U.S. Securities and Exchange Commission on April 24, 2025.
Mr. Bomhard does not have any family relationships with any executive officer or director of the Company or its affiliates. There are no arrangements or understandings with the Company, or any other persons, under which Mr. Bomhard was elected to serve as a director of the Company. In addition, Mr. Bomhard is not party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 |
Regulation FD Disclosure. |
On September 12, 2025, Flutter Entertainment plc released, via the Regulatory News Service in London, an announcement (the “RNS Announcement”) regarding Mr. Bomhard’s appointment, which is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
