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Certain of our directors and executive officers have made, and may from time to time enter into trading plans or make elections to have shares sold or withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).
−Removed: On March 5, 2024 , the Paul Liberman 2015 Revocable Trust and the Paul Liberman 2020 Trust, for each of which our President, Global Technology and Product and a member of our board of directors , Paul Liberman , retains investment power, entered into a trading arrangement designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act (the “Liberman 10b5-1 Plan”).
−Removed: The Liberman 10b5-1 Plan provides for the sale of up to 2,653,764 shares of the Company’s Class A common stock held by the Paul Liberman 2015 Revocable Trust and 274,617 shares of the Company’s Class A common stock held by the Paul Liberman 2020 Trust and terminates on June 24, 2025, or earlier if all transactions under such trading arrangement are completed.
−Removed: On February 28, 2024 , our President, DraftKings North America and a member of our board of directors , Matthew Kalish , entered into a prepaid variable forward sale contract with an unaffiliated third-party buyer , which may constitute a non-Rule 10b5-1 trading arrangement (the “PVF Contract”).
−Removed: The PVF Contract obligates Mr.
−Removed: Kalish to deliver to such unaffiliated third-party buyer up to an aggregate of 1,150,000 shares of the Company’s Class A common stock following the March 8, 2027 maturity date.
+Added: During the fiscal quarter ended June 30, 2024, except as noted above, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was designed to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.
+Added: Chief Transformation Officer Letter Agreement
+Added: As previously announced on March 18, 2024, Jason Park transitioned to the role of the Company’s Chief Transformation Officer effective May 1, 2024.
+Added: In connection with the transition, on July 31, 2024, the Company and Mr.
+Added: Park entered into a letter agreement to memorialize the terms of his compensation for his new role (the “Letter Agreement”).
+Added: Pursuant to the Letter Agreement, effective August 1, 2024, Mr.
+Added: Park will receive an annual base salary of $350,000 and an annual target bonus opportunity equal to 100% of his base salary (which will, for purposes of the annual target bonus opportunity in respect of 2024, reflect the base salary earned in 2024), in each case, less all applicable withholdings and deductions.
+Added: Additionally, to reflect the change in Mr.
+Added: Park’s role, Mr.
+Added: Park forfeited 50% of the performance-based restricted stock units granted to him on each of November 15, 2022 and February 13, 2023 that were eligible to vest based on the Company’s fiscal year 2026 performance.
+Added: All other outstanding equity awards held by Mr.
+Added: Park will continue to vest in accordance with their terms.
The following exhibits are filed as part of, or incorporated by reference into, this Report:
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and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K, filed with the SEC on February 15, 2024).
−Removed: Executive Employment Agreement, dated as of March 17, 2024, by and between DraftKings Inc.
−Removed: and Alan Ellingson (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed with the SEC on March 18, 2024).
+Added: Letter Agreement, dated as of July 31, 2024, by and between DraftKings Inc.
+Added: and Jason Park.
Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.
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DRAFTKINGS INC.
+Added: August 2, 2024
Chief Financial Officer
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.