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 Directors
DKNG's 3-year price return of +22.8% is in the strong-positive tier, and the gap versus the XLY benchmark (-26.8pp) falls well below the 65pp threshold required to trigger a vote against, so no TSR concern applies to this long-tenured director and CEO.
The 3-year TSR underperformance gap of -26.8pp versus XLY does not breach the 65pp threshold for the strong-positive absolute return tier, and no overboarding, independence, or attendance issues are identified.
As a co-founder and executive director, the TSR trigger does not fire given the -26.8pp gap versus XLY falls far short of the 65pp threshold; no other policy concerns apply.
The TSR trigger does not apply given the gap versus XLY is only -26.8pp against a 65pp threshold; although Mr. Kalish is transitioning out of his executive role, he will remain a director and no attendance or independence issues are identified.
The TSR gap versus XLY (-26.8pp) is well below the 65pp threshold; Mr. Levin holds a CEO role at private company Extend and sits on its board, but no public-company overboarding concern is triggered.
The TSR trigger does not fire, all meetings were attended at or above the 75% threshold, and no independence or overboarding issues are identified.
The TSR gap versus XLY (-26.8pp) falls well short of the 65pp threshold; no overboarding, attendance, or independence concerns are present.
The TSR trigger does not apply; Ms. Mosley brings relevant financial and investment expertise and no policy concerns are identified.
Mr. Murray serves as audit committee chair, holds a CPA-equivalent background in accounting, and the TSR gap of -26.8pp is far below the 65pp threshold required to trigger a vote against.
The TSR trigger does not fire and Ms. Walden brings extensive technology and telecom executive experience with no overboarding or attendance concerns.
Mr. Wendt joined the board in November 2025, which is within the 24-month new-director exemption period, so the TSR trigger does not apply; he brings deep investment and financial analysis experience including focus on the global casino sector.
All eleven director nominees receive a FOR vote. DKNG's 3-year absolute price return of +22.8% places it in the strong-positive tier, requiring a 65pp gap versus the XLY sector ETF benchmark to trigger a vote against any director; the actual gap is only -26.8pp, well below that threshold. No directors are overboarded, all attended at least 75% of meetings, and the board is majority independent with appropriate committee composition.
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 for 2025, composed almost entirely of stock awards (roughly $19.2 million) with a nominal $1 base salary and no cash bonus paid, meaning approximately 85% of his pay was equity-based and well above the 50-60% variable pay threshold. The annual bonus plan paid out zero for all named executives because the company missed both its revenue and adjusted earnings minimum thresholds, demonstrating that the incentive structure responded appropriately to a year of below-target financial performance. The equity awards include performance-based stock awards tied to multi-year normalized revenue and earnings targets, a clawback policy is in place, and the pay mix is heavily weighted toward long-term performance alignment, satisfying the policy's key pay-for-performance criteria.
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 = $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. BDO is a large national firm appropriate for a company of DKNG's size and complexity.
Overall Assessment
The 2026 DraftKings annual meeting ballot contains three standard proposals: election of eleven directors, ratification of BDO USA as auditor, and an advisory vote on executive compensation. All proposals receive a FOR vote determination — the director TSR trigger does not fire given the company's positive 3-year return and the large gap required under policy, auditor fees are well within independence thresholds, and the executive compensation program demonstrates strong pay-for-performance alignment with zero bonuses paid in a below-target year and equity awards heavily tied to measurable multi-year performance goals.