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2026-07-28
2026-07-28
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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): July 28, 2026
FuboTV
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
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 |
| Class
A 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.
|
FuboTV
Inc. 2020 Equity Incentive Plan
On
July 28, 2026, FuboTV Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, the Company’s stockholders approved an amendment and restatement of the Company’s 2020 Equity Incentive
Plan, as amended (the “2020 Plan”). The amended and restated 2020 Plan is referred to herein as the “Restated Plan.”
The Board of Directors of the Company (the “Board”) approved the amendment and restatement of the 2020 Plan on June 5, 2026,
subject to stockholder approval. The Restated Plan became effective on July 28, 2026, following stockholder approval.
The
Restated Plan amends and restates the 2020 Plan and makes the following material changes to the terms and conditions of the
2020 Plan:
| |
(i) |
Increases
the number of shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”)
available for issuance under the Restated Plan by 7,000,000 shares relative to the shares reserved under the 2020 Plan; |
| |
|
|
| |
(ii) |
Under
the Restated Plan, no more than 14,593,054 shares may be issued upon the exercise of incentive stock options (“ISOs”),
subject to certain adjustments, and in no event may ISOs be granted under the Restated Plan following the earlier to occur of (1)
the tenth anniversary of the date the Board approved the Restated Plan or (2) the tenth anniversary of the date the stockholders
approved the Restated Plan; and |
| |
|
|
| |
(iii) |
Eliminates
the fixed term of the plan. |
The
terms and conditions of the Restated Plan are described in the section entitled “Proposal 5: 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” in the
Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 16, 2026 (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.
Appointment
of Director
On
July 29, 2026, the Board appointed Alisa Bowen, the Company’s Chief Executive Officer, to serve as a director of the Company, effective
immediately. Biographical information for Ms. Bowen and a description of her compensation arrangements and other agreements with the
Company were included in the Current Report on Form 8-K filed by the Company on July 9, 2026 and are incorporated herein by reference.
| Item
5.03. |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At
the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended
(the “Amendment”), which had previously been approved by the Board subject to stockholder approval at the Annual Meeting.
The Amendment removes additional voting requirements for removal of directors designated by Hulu, LLC.
A
description of the Amendment is included in “Proposal 6: Approval of an Amendment to the Company’s Certificate of Incorporation
to Remove Additional Voting Requirements for Removal of Hulu Designees” in the Definitive Proxy Statement, which description
is incorporated herein by reference.
As
a result, the Company filed a Certificate of Amendment to the Certificate of Incorporation, as amended with the Secretary of State of
the State of Delaware on July 28, 2026, which became effective upon filing (the “Certificate of Amendment”).
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Certificate of Amendment, 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 Meeting, a total of 96,086,692 shares of Class A Common Stock and Class B Common Stock, par value $0.0001 per share
(the “Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”), were present in
person or represented by proxy at the meeting, representing approximately 88.61% of the Company’s outstanding Common Stock as
of the June 2, 2026 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 eight directors for a term of office expiring on the date of the 2027 Annual Meeting of Stockholders and until their
respective successors have been duly elected and qualified.
| NOMINEE | |
Votes FOR | |
Votes WITHHELD | |
Broker Non-Votes |
| Andy Bird | |
85,162,132 | |
882,032 | |
10,042,528 |
| Ignacio Figueras | |
84,766,901 | |
1,277,263 | |
10,042,528 |
| Jonathan Headley | |
85,166,583 | |
877,581 | |
10,042,528 |
| Daniel Leff | |
84,955,630 | |
1,088,534 | |
10,042,528 |
| Jim Lygopoulos | |
82,946,147 | |
3,098,017 | |
10,042,528 |
| Debra OConnell | |
82,939,990 | |
3,104,174 | |
10,042,528 |
| Cathleen Taff | |
82,947,627 | |
3,096,537 | |
10,042,528 |
| Justin Warbrooke | |
82,954,243 | |
3,089,921 | |
10,042,528 |
Item
2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting
firm for the fiscal year ending September 30, 2026.
| Votes FOR | |
Votes AGAINST | |
Votes ABSTAINED | |
Broker Non-Votes |
| 95,345,697 | |
579,625 | |
161,370 | |
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 |
| 84,853,700 | |
1,113,565 | |
76,899 | |
10,042,528 |
Item
4 - Approval, on an advisory (non-binding) basis, of the frequency of future advisory (non-binding) votes on the compensation of
the Company’s named executive officers.
| 1 YEAR | |
2 YEARS | |
3 YEARS | |
Votes ABSTAINED | |
Broker Non-Votes |
| 85,365,469 | |
30,896 | |
256,187 | |
391,612 | |
10,042,528 |
Based
on these results and consistent with the Company’s recommendation, the Board has determined that the Company will conduct future
advisory votes regarding the compensation of its named executive officers every year. This policy will remain in effect until the next
required stockholder vote on the frequency of advisory votes on the compensation of named executive officers.
Item
5 - 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 |
| 84,716,168 | |
1,291,033 | |
36,963 | |
10,042,528 |
Item
6 - Approval of an amendment to the Company’s Certificate of Incorporation, as amended, to remove additional voting requirements
for removal of directors designated by Hulu, LLC.
| Votes FOR | |
Votes AGAINST | |
Votes ABSTAINED | |
Broker Non-Votes |
| 85,299,791 | |
615,591 | |
128,782 | |
10,042,528 |
Based
on the foregoing votes, Andy Bird, Ignacio Figueras, Jonathan Headley, Daniel Leff, Jim Lygopoulos, Debra Oconnell, Cathleen Taff, and
Justin Warbrooke were elected as directors, and Items 2, 3, 4, 5 and 6 were approved.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Certificate of Incorporation of FuboTV Inc. |
| 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: |
July
29, 2026 |
By: |
/s/
Alisa Bowen |
| |
|
|
Alisa
Bowen |
| |
|
|
Chief
Executive Officer |
