[8-K] fuboTV Inc. Reports Material Event

Rhea-AI Filing Summary

fuboTV held its 2025 Annual Meeting of Shareholders on June 17, 2025, with 61.22% of outstanding shares represented. The meeting resulted in several key decisions:

Key Amendments to 2020 Equity Incentive Plan:

• Increased available common stock by 20 million shares, bringing total reserved shares to 91,116,646
• Expanded incentive stock options capacity by 20 million shares
• Extended plan duration through April 29, 2035

Voting Results:

• All seven directors were re-elected, with David Gandler receiving highest approval (106.7M votes)
• PricewaterhouseCoopers LLP ratified as independent auditor (206.5M votes in favor)
• Executive compensation approved on advisory basis (99.9M votes in favor)
• Equity Incentive Plan amendment approved (77.4M votes in favor)

Positive

• All seven director nominees were successfully elected with majority support, maintaining board stability
• PricewaterhouseCoopers LLP appointment as independent auditor was ratified with overwhelming support (98.8% votes in favor)
• Shareholders approved the executive compensation package with 91.3% of votes cast (excluding broker non-votes)

Negative

• Significant shareholder resistance to equity plan expansion with 28.8% voting against the 20 million share increase
• Daniel Leff received notably lower shareholder support with 26,060,909 withhold votes (23.8% of votes cast)
• The adjournment proposal faced substantial opposition with 34.5% voting against, indicating shareholder concerns about dilution

Insights

Equity Compensation Analyst

fuboTV approved a substantial 20M share increase to its equity plan, signaling potential dilution despite divided shareholder support.

fuboTV's shareholders approved an amendment to the 2020 Equity Incentive Plan that increases available shares by 20 million, bringing the total to over 91 million shares. This represents a significant expansion of the company's equity compensation pool. The approval was far from unanimous, with only 77.4 million votes in favor versus 31.4 million against – showing meaningful shareholder resistance at approximately 29% opposition.

The plan's extension through 2035 grants management a decade-long runway for equity-based compensation. The vote breakdown reveals potential investor concerns about dilution, as the increased share pool represents substantial potential ownership transfer from current shareholders to employees and executives.

Looking at the governance context, all director nominees were approved, though Daniel Leff faced notably stronger opposition with 26 million votes withheld compared to single-digit opposition for other nominees. The executive compensation proposal passed with approximately 91% support among votes cast (excluding broker non-votes), indicating general satisfaction with the company's pay practices despite concerns about the equity plan expansion.

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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): June 17, 2025

fuboTV Inc. /FL 

FUBOTV INC.

(Exact name of registrant as specified in its charter)

Florida		001-39590		26-4330545
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1290 Avenue of the Americas

New York, NY 10104

(Address of principal executive offices) (Zip Code)

(212) 672-0055

(Registrant’s telephone number, including area code)

N/A

(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
Common Stock, par value $0.0001 per share		FUBO		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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 17, 2025, fuboTV Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved an amendment and restatement of the Company’s 2020 Equity Incentive Plan (the “2020 Plan”). The amended and restated 2020 Plan is referred to herein as the “Restated Plan.” The Board of Directors (the “Board”) approved the amendment and restatement of the 2020 Plan on April 29, 2025. The Restated Plan became effective on June 17, 2025, following shareholder approval.

The Restated Plan amends and restates the 2020 Plan and makes the following material changes to the 2020 Plan:

	(i)	Increases the number of shares of the Company’s common stock available by 20,000,000 shares, such that the aggregate number of shares of the Company’s common stock reserved for issuance under the Restated Plan is equal to the sum of (1) 91,116,646 shares, plus (2) 632,596 shares that were subject to awards issued pursuant to the 2015 Equity Incentive Plan of fuboTV Inc. as of the original date of the 2020 Plan that have become available for issuance under the 2020 Plan on or after its original effective date due to the forfeiture or expiration of the original award, plus (3) up to an additional 998,264 shares that may become available for issuance under the Restated Plan pursuant to the expiration or forfeiture of outstanding awards under the 2015 Plan (based on the number of awards outstanding under the 2015 Plan as of April 19, 2023);
	(ii)	Increases the number of shares of the Company’s common stock that may be granted as incentive stock options under the Restated Plan by 20,000,000 shares, such that an aggregate of 91,116,646 shares of the Company’s common stock may be granted as incentive stock options under the Restated Plan; and
	(iii)	Extends the right to grant awards under the Restated Plan through April 29, 2035.

The terms and conditions of the Restated Plan are described in the section entitled “Proposal 4 – Approval of an Amendment to the Company’s 2020 Equity Incentive Award Plan to, Among Other Things, Increase the Number of Shares of Common Stock Available for Issuance” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2025 (the “Definitive Proxy Statement”). The foregoing description of the Restated Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Restated Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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

At the Company’s Annual Meeting, a total of 209,082,420 shares of common stock were present in person or represented by proxy at the meeting, representing approximately 61.22% of the Company’s outstanding common stock as of the April 22, 2025 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which was described in the Definitive Proxy Statement.

Item 1 — Election of seven directors for a term of office expiring on the date of the 2026 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified.

NOMINEE		Votes FOR		Votes WITHHELD		Broker Non-Votes
David Gandler		106,713,997		2,716,951		99,651,472
Edgar Bronfman Jr.		105,653,690		3,777,258		99,651,472
Ignacio Figueras		104,453,875		4,977,073		99,651,472
Neil Glat		102,919,048		6,511,900		99,651,472
Julie Haddon		104,089,533		5,341,415		99,651,472
Daniel Leff		83,370,039		26,060,909		99,651,472
Laura Onopchenko		104,432,350		4,998,598		99,651,472

Item 2 — Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
206,480,692		1,668,840		932,888		0

Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
99,910,513		8,419,688		1,100,747		99,651,472

Item 4 — Approval of an amendment to the Company’s 2020 Equity Incentive Plan to, among other things, increase the number of shares of common stock available for issuance.

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
77,441,548		31,417,902		571,498		99,651,472

Item 5 — Approval of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 4.

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
71,170,232		37,491,778		768,938		99,651,472

Based on the foregoing votes, David Gandler, Edgar Bronfman Jr., Ignacio Figueras, Neil Glat, Julie Haddon, Daniel Leff and Laura Onopchenko were elected as directors and Items 2, 3, 4 and 5 were approved.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		fuboTV Inc. 2020 Equity Incentive Plan, as amended and restated.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

		FUBOTV INC.
Date:	June 18, 2025	By:	/s/ David Gandler
			David Gandler
			Chief Executive Officer

FAQ

What changes did FUBO make to its 2020 Equity Incentive Plan in June 2025?

FUBO made three key changes to its 2020 Equity Incentive Plan: 1) Increased available shares by 20 million, bringing total reserved shares to 91,116,646 plus additional eligible shares, 2) Increased incentive stock options by 20 million shares to a total of 91,116,646 shares, and 3) Extended the plan's duration through April 29, 2035.

What was the voting result for FUBO's 2025 board member elections?

All seven directors were elected, with CEO David Gandler receiving the highest support at 106,713,997 votes FOR. Other elected directors include Edgar Bronfman Jr., Ignacio Figueras, Neil Glat, Julie Haddon, Daniel Leff, and Laura Onopchenko. Daniel Leff received the lowest support with 83,370,039 votes FOR and 26,060,909 votes WITHHELD.

What was the shareholder turnout at FUBO's 2025 Annual Meeting?

The Annual Meeting had 209,082,420 shares represented in person or by proxy, accounting for approximately 61.22% of FUBO's outstanding common stock as of the April 22, 2025 record date.

Did FUBO shareholders approve the executive compensation package in 2025?

Yes, shareholders approved the advisory vote on executive compensation with 99,910,513 votes FOR, 8,419,688 votes AGAINST, and 1,100,747 votes ABSTAINED. There were 99,651,472 broker non-votes.

How did FUBO shareholders vote on the amended 2020 Equity Incentive Plan?

The amended Equity Incentive Plan was approved with 77,441,548 votes FOR, 31,417,902 votes AGAINST, and 571,498 votes ABSTAINED. There were 99,651,472 broker non-votes, showing significant shareholder support despite some opposition.