Item 5. Other Information
Item 5. Other Information.
Securities Trading Plans of Directors and Executive Officers
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).
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.
Chief Transformation Officer Letter Agreement
As previously announced on March 18, 2024, Jason Park transitioned to the role of the Company’s Chief Transformation Officer effective May 1, 2024. In connection with the transition, on July 31, 2024, the Company and Mr. Park entered into a letter agreement to memorialize the terms of his compensation for his new role (the “Letter Agreement”). Pursuant to the Letter Agreement, effective August 1, 2024, Mr. 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. Additionally, to reflect the change in Mr. Park’s role, Mr. 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. All other outstanding equity awards held by Mr. Park will continue to vest in accordance with their terms.
Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report:
48
Exhibit Index
Exhibit No. Description
2.1
Agreement and Plan of Merger and Plan of Reorganization, dated as of February 11, 2024, by and among DraftKings Inc., DraftKings Holdings Inc., Fortune Merger Sub Inc., Fortune Merger Sub LLC, JackPocket Inc. 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).
10.1*
Letter Agreement, dated as of July 31, 2024, by and between DraftKings Inc. and Jason Park.
31.1*
Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.
31.2*
Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.
32.1**
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104.1 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).
* Filed herewith.
** Furnished herewith.
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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 thereunto duly authorized.
DRAFTKINGS INC.
Date: August 2, 2024
By: /s/ Alan W. Ellingson
Name: Alan W. Ellingson
Title: Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
50
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.