DRAFTKINGS INC CLASS A (DKNG)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
DRAFTKINGS INC CLASS A · Meeting: May 12, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eleven Directors
DKNG's 3-year return of +22.8% outperforms the peer group median of +20.8% by +2.0 percentage points, well below the 65pp underperformance threshold required to trigger a vote against; no overboarding, attendance, or independence flags apply to Robins as an executive director.
No TSR underperformance trigger fires; Sloan brings extensive media, entertainment, and SPAC transaction experience relevant to DraftKings' consumer entertainment business, and no overboarding, attendance, or independence concerns are identified.
No TSR underperformance trigger fires; Liberman is a co-founder and serves as President of Operations with deep operational and technology expertise directly relevant to DraftKings, and no overboarding or attendance concerns apply.
No TSR underperformance trigger fires; Kalish is a co-founder with 14 years of relevant revenue and commercial leadership experience at DraftKings, and no overboarding or attendance concerns apply despite his planned transition out of his executive role.
No TSR underperformance trigger fires; Levin is the CEO of Extend and brings technology and startup executive experience relevant to DraftKings' digital platform, and no overboarding or attendance concerns are identified.
No TSR underperformance trigger fires; Moore brings relevant corporate affairs, regulatory, and sports industry experience from her tenure at the NFL, serves on the audit committee with appropriate independence, and no attendance or overboarding concerns apply.
No TSR underperformance trigger fires; Moore brings venture capital and early-stage technology investment experience relevant to DraftKings' growth stage, and no overboarding or attendance concerns are identified.
No TSR underperformance trigger fires; Mosley is a CFA with extensive investment and financial expertise, serving on the audit committee appropriately, and no overboarding or attendance concerns apply.
No TSR underperformance trigger fires; Murray has an accounting background (Boston College BS in Accounting, former Deloitte professional) qualifying him as audit committee financial expert, brings broad venture and governance experience, and no overboarding or attendance concerns apply.
No TSR underperformance trigger fires; Walden brings over 25 years of technology, telecom, and media executive experience relevant to DraftKings' digital consumer platform, and no overboarding or attendance concerns apply.
Wendt joined the board in November 2025, well within the 24-month exemption window, so the TSR trigger does not apply; he brings 37 years of investment analysis experience including focus on the global casino sector, directly relevant to DraftKings.
All eleven director nominees receive a FOR vote. DKNG's 3-year total return of +22.8% tracks closely with its disclosed peer group median of +20.8%, producing a gap of only +2.0 percentage points in DKNG's favor — far below the 65-percentage-point underperformance threshold required to trigger votes against directors under the strong-positive TSR tier. No individual directors trigger overboarding, attendance, independence, or qualification concerns. Gregory Wendt is additionally exempt from the TSR trigger as a director who joined within the past 24 months.
Say on Pay
✓ FORCEO
Jason D. Robins
Total Comp
$22,621,941
Prior Support
N/A
CEO Jason Robins received total compensation of approximately $22.6 million in 2025, the vast majority of which ($19.2 million, or approximately 85%) consisted of equity awards in the form of time-based restricted stock units and performance stock awards tied to measurable revenue and Adjusted EBITDA targets — well above the 50-60% variable pay threshold required by policy. The three co-founders voluntarily took $1 base salaries, no cash bonuses were paid to any named executive because neither the revenue nor Adjusted EBITDA minimum performance thresholds were met, demonstrating genuine pay-for-performance discipline. The company maintains a NASDAQ-compliant clawback policy, stock ownership guidelines, and no problematic pay features such as excise tax gross-ups or single-trigger change-in-control benefits, and DKNG's 3-year total return of +22.8% is in line with its disclosed peer group median of +20.8%, supporting the conclusion that above-benchmark incentive pay was appropriately tied to shareholder outcomes.
Auditor Ratification
✓ FORAuditor
BDO USA, P.C.
Tenure
N/A
Audit Fees
$3,919,000
Non-Audit Fees
$131,000
Non-audit fees (audit-related fees of $60,000 plus tax fees of $71,000 totaling $131,000) represent approximately 3.3% of audit fees of $3,919,000, well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so no tenure trigger applies per policy. BDO USA is a large national firm appropriate for a company of DraftKings' size and complexity, and no material restatements are disclosed.
Overall Assessment
DraftKings' 2026 annual meeting ballot presents three standard proposals: election of eleven directors, ratification of BDO USA as auditor, and a non-binding vote on executive compensation. All three proposals receive a FOR vote, supported by adequate stock performance relative to the disclosed peer group, a genuinely performance-linked compensation structure where no cash bonuses were paid due to missed targets, and clean auditor fee ratios with no independence concerns.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing