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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 |
