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Rush Street Interactive (RSI) investors approve directors, auditor and charter amendments

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rush Street Interactive, Inc. held its 2026 annual meeting of stockholders, where investors voted on directors, the company’s auditor, and changes to its charter. Four Class III directors were elected to serve three-year terms ending at the 2029 annual meeting.

Stockholders ratified WithumSmith+Brown, PC as the independent registered public accounting firm for fiscal year 2026, with 212,839,268 votes for. They also approved charter amendments to add officer exculpation permitted by Delaware law and clarify the process for removing directors, with 159,801,940 votes for and 42,901,742 against.

Positive

  • None.

Negative

  • None.
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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for charter amendments 159,801,940 votes Approval of Charter Amendments at 2026 annual meeting
Votes against charter amendments 42,901,742 votes Approval of Charter Amendments at 2026 annual meeting
Auditor ratification votes for 212,839,268 votes Ratification of WithumSmith+Brown, PC for fiscal year 2026
Auditor ratification abstentions 574,999 votes Ratification of WithumSmith+Brown, PC for fiscal year 2026
Broker non-votes on charter amendments 10,155,388 votes Charter amendment proposal at 2026 annual meeting
Neil Bluhm director votes for 151,020,678 votes Election of Class III director Neil Bluhm
Jack Markell director votes for 198,023,155 votes Election of Class III director Jack Markell
broker non-votes financial
"Broker Non-Votes Neil Bluhm | 151,020,678 | 52,242,582 | 10,155,388"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for fiscal year 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Second Amended and Restated Certificate of Incorporation regulatory
"amendments to the Second Amended and Restated Certificate of Incorporation to (a) provide for officer exculpation"
officer exculpation regulatory
"to (a) provide for officer exculpation as permitted by Delaware law"
A charter clause that limits company officers’ personal responsibility for money damages when they make business decisions that turn out poorly, unless they acted in bad faith, engaged in intentional wrongdoing, or took improper personal gain. It matters to investors because it changes the practical risk and accountability for senior managers—similar to giving a driver limited crash liability, it can encourage bold decision-making but may reduce the chance shareholders can recover losses if officers behaved improperly.
director removal process regulatory
"make certain clarifying changes to the director removal process (the “Charter Amendments”)"
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Understanding 8-K Material Events →
0001793659FALSE00017936592026-06-032026-06-03

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 3, 2026
RUSH STREET INTERACTIVE, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3923284-3626708
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
900 N. Michigan Avenue, Suite 950
Chicago, Illinois 60611
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (773) 893-5855
Not Applicable
(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 shareRSIThe 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 5.07Submission of Matters to a Vote of Security Holders.
On June 3, 2026, Rush Street Interactive, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”).

The following matters were voted upon by the Company’s stockholders at the Annual Meeting:

1.The election of four director nominees as Class III directors to serve for a three-year term ending at the 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;

2.The ratification of the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for fiscal year 2026;

3.The approval of amendments to the Second Amended and Restated Certificate of Incorporation to (a) provide for officer exculpation as permitted by Delaware law, and (b) make certain clarifying changes to the director removal process (the “Charter Amendments”).


The following are the final voting results for each of the items voted upon by the Company’s stockholders at the Annual Meeting:
Election of Directors:

For

Withheld

Broker
Non-Votes
Neil Bluhm151,020,678 52,242,582 10,155,388 
Jack Markell198,023,155 5,240,105 10,155,388 
Niccolo de Masi157,995,713 45,267,547 10,155,388 
Thomas Winter 198,024,576 5,238,684 10,155,388 
Ratification of Appointment of Independent Registered Accounting Firm:
For

212,839,268 
Against

4,381 
Abstain

574,999 
Approval of Charter Amendments:
For 159,801,940 
Against 42,901,742 
Abstain 559,578 
Broker Non-Vote 10,155,388 

Item 9.01Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).






SIGNATURE

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.

RUSH STREET INTERACTIVE, INC.

By:/s/ Kyle Sauers
Name: Kyle Sauers
Title: President and Chief Financial Officer
Dated: June 3, 2026




































Source: View Original Filing on SEC EDGAR

FAQ

What did Rush Street Interactive (RSI) stockholders approve at the 2026 annual meeting?

Stockholders approved four Class III directors, ratified the 2026 auditor, and passed charter amendments. The amendments add officer exculpation under Delaware law and clarify how directors can be removed, shaping future corporate governance for Rush Street Interactive.

Which directors were elected at Rush Street Interactive’s 2026 annual meeting?

Neil Bluhm, Jack Markell, Niccolo de Masi, and Thomas Winter were elected as Class III directors. They will serve three-year terms ending at the 2029 annual meeting, continuing in office until their successors are duly elected and qualified under the company’s governance structure.

Who is Rush Street Interactive’s independent auditor for fiscal year 2026?

WithumSmith+Brown, PC was ratified as Rush Street Interactive’s independent registered public accounting firm for fiscal year 2026. The ratification received 212,839,268 votes for, 4,381 against, and 574,999 abstentions, confirming stockholder support for the existing audit relationship.

What charter amendments did Rush Street Interactive (RSI) stockholders approve in 2026?

Stockholders approved amendments to the Second Amended and Restated Certificate of Incorporation. These provide officer exculpation as permitted by Delaware law and make clarifying changes to the director removal process, with 159,801,940 votes for and 42,901,742 votes against.

How strong was support for Rush Street Interactive’s 2026 charter amendments?

The charter amendments received 159,801,940 votes for, 42,901,742 against, and 559,578 abstentions, with 10,155,388 broker non-votes. This shows a substantial majority of participating shares favored adding officer exculpation and clarifying director removal procedures in the company’s charter.

What were the broker non-votes at Rush Street Interactive’s 2026 annual meeting?

Broker non-votes totaled 10,155,388 on the director elections and charter amendments. Broker non-votes occur when brokers do not have discretionary authority to vote on certain proposals and the beneficial owners do not provide specific voting instructions for those items.

Filing Exhibits & Attachments

3 documents

Other Documents