DraftKings (DKNG) shareholders approve board slate, BDO auditor and executive pay at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

DraftKings Inc. held its 2026 Annual Meeting of Shareholders on May 12, 2026, where investors voted on directors, auditor ratification, and executive pay. All nominated directors received strong majority support, with most securing over 4.15 billion "for" votes versus relatively small withhold amounts.

Shareholders ratified the appointment of BDO USA, P.C. as the company’s independent registered public accounting firm, with 4,333,085,883 votes for, 1,613,841 against, and 586,532 abstentions. In a non-binding advisory vote, shareholders also approved executive compensation, with 4,107,553,941 votes for, 120,320,383 against, 621,878 abstentions, and 106,790,054 broker non-votes.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Key Figures

Robins director vote for: 4,168,928,107 votes Robins director vote withheld: 59,568,095 votes Auditor ratification for: 4,333,085,883 votes +4 more

7 metrics

Robins director vote for 4,168,928,107 votes Votes for election of Jason D. Robins as director

Robins director vote withheld 59,568,095 votes Votes withheld for Jason D. Robins director election

Auditor ratification for 4,333,085,883 votes For ratification of BDO USA, P.C. as auditor

Auditor ratification against 1,613,841 votes Against ratification of BDO USA, P.C.

Say-on-pay for 4,107,553,941 votes For non-binding advisory vote on executive compensation

Say-on-pay against 120,320,383 votes Against non-binding advisory vote on executive compensation

Broker non-votes 106,790,054 votes Broker non-votes on certain proposals at 2026 Annual Meeting

Key Terms

broker non-votes, Non-binding advisory vote on executive compensation, Emerging growth company, Annual Meeting of Shareholders, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes Jason D. Robins | | 4,168,928,107 | | 59,568,095 | | 106,790,054"

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.

Non-binding advisory vote on executive compensation financial

Emerging growth company regulatory

"405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Annual Meeting of Shareholders financial

"held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”)."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

ratification of the appointment financial

Understanding 8-K Material Events →

05/15/2026 - 04:15 PM

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): May 15, 2026 (May 12, 2026)

DRAFTKINGS INC.

(Exact name of registrant as specified in its charter)

Nevada	001-41379	87-2764212
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

222 Berkeley Street, 5th Floor
Boston, MA 02116

(Address of principal executive offices, including zip code)

(617) 986-6744

(Registrant’s telephone number, including area code)

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 share		DKNG		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.07. Submission of Matters to a Vote of Security Holders.

On May 12, 2026, DraftKings Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). The following matters were voted upon at the Annual Meeting:

To elect eleven directors to the Company’s board of directors;

To ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

To conduct a non-binding advisory vote on executive compensation.

The following are the final voting results for each of the matters voted upon at the Annual Meeting:

Election of directors:	For	Withheld	Broker Non-Votes
Jason D. Robins	4,168,928,107	59,568,095	106,790,054
Harry E. Sloan	4,130,345,045	98,151,157	106,790,054
Paul Liberman	4,224,788,643	3,707,559	106,790,054
Matthew Kalish	4,223,450,147	5,046,055	106,790,054
Woodrow H. Levin	4,150,740,190	77,756,012	106,790,054
Jocelyn Moore	4,224,416,762	4,079,440	106,790,054
Ryan R. Moore	4,219,590,022	8,906,180	106,790,054
Valerie Mosley	4,166,099,635	62,396,567	106,790,054
Steven J. Murray	4,223,658,519	4,837,683	106,790,054
Marni M. Walden	4,098,107,275	130,388,927	106,790,054
Gregory W. Wendt	4,218,140,387	10,355,815	106,790,054

Ratification of the appointment of BDO USA, P.C.:		For		Against		Abstain		Broker Non-Votes
		4,333,085,883		1,613,841		586,532		0

Non-binding advisory vote on executive compensation:		For		Against		Abstain		Broker Non-Votes
		4,107,553,941		120,320,383		621,878		106,790,054

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
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.

	DRAFTKINGS INC.

Dated: May 15, 2026	By:	/s/ R. Stanton Dodge
		Name: R. Stanton Dodge
		Title: Chief Legal Officer and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did DraftKings (DKNG) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on electing directors, ratifying BDO USA, P.C. as auditor, and approving executive compensation in an advisory vote. Each proposal received substantial support, with all director nominees and the auditor ratification passing by wide margins.

Were DraftKings (DKNG) director nominees elected at the 2026 Annual Meeting?

All DraftKings director nominees were elected with large majorities. For example, Jason D. Robins received 4,168,928,107 votes for and 59,568,095 withheld, while other nominees, including Paul Liberman and Matthew Kalish, also secured billions of votes in favor.

Did DraftKings (DKNG) shareholders approve the company’s auditor BDO USA, P.C.?

Yes, shareholders ratified BDO USA, P.C. as DraftKings’ independent registered public accounting firm. The vote totaled 4,333,085,883 for, 1,613,841 against, and 586,532 abstentions, showing overwhelmingly strong support for continuing with the same auditor.

How did DraftKings (DKNG) shareholders vote on executive compensation in 2026?

Shareholders approved DraftKings’ executive compensation in a non-binding advisory vote. There were 4,107,553,941 votes for, 120,320,383 against, and 621,878 abstentions, along with 106,790,054 broker non-votes, indicating broad but not unanimous support.

Which DraftKings (DKNG) director received the highest support at the 2026 meeting?

Among the listed results, several directors received over 4.22 billion votes for. For instance, Paul Liberman had 4,224,788,643 votes for and only 3,707,559 withheld, reflecting extremely high approval from voting shareholders.

What are broker non-votes in the DraftKings (DKNG) 2026 Annual Meeting results?

Broker non-votes are shares held by brokers that were not voted on certain proposals, typically because the beneficial owners gave no instructions. For DraftKings’ director elections and the pay advisory vote, there were 106,790,054 broker non-votes reported.

Filing Exhibits & Attachments

3 documents