Sector: Communication
FUBOTV INC CLASS A · Meeting: July 28, 2026
Directors FOR
6
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
As CEO and director since 2020, Gandler has full tenure overlap with FUBO's severe stock underperformance — the stock is down 59.5% over three years while the company's own peer group gained 31.8% on average, a gap of 91.3 percentage points that far exceeds the 20-point trigger threshold, and the five-year record (-97.4% vs peers at -0.1%) confirms this is sustained underperformance, not a temporary dip.
Figueras has served since August 2020, giving him full overlap with the underperformance period; FUBO's stock is down nearly 60% over three years while peers gained over 31% on average, a gap of more than 91 percentage points, and the five-year comparison is even worse, so no mitigating credit applies; additionally, his primary qualification is as a professional polo player and entrepreneur, which raises questions about relevant oversight experience for a technology-driven streaming company.
Leff has served since July 2020 and has full overlap with FUBO's prolonged stock decline; the three-year underperformance gap of 91.3 percentage points versus the company's own peer group far exceeds the policy trigger, and the five-year comparison (-97.3pp vs peers) confirms sustained destruction of shareholder value with no mitigating longer-term record.
For Analysis
Bird joined the board in October 2025, less than 24 months before the meeting, so he is exempt from the TSR underperformance trigger under policy; he brings strong media and entertainment credentials from senior roles at Walt Disney International and Pearson plc, and no other policy concerns apply.
Headley joined the board in October 2025, well within the 24-month exemption window, so the TSR trigger does not apply; he has strong financial expertise from senior treasury and corporate finance roles at Disney and serves as audit committee chair and financial expert, satisfying audit committee qualification requirements.
Lygopoulos joined in October 2025 and falls within the 24-month new-director exemption; he brings relevant human capital and compensation expertise as EVP of People & Culture at Disney, which is appropriate for his role chairing the Compensation Committee.
OConnell joined in October 2025 and is within the 24-month exemption window; she brings extensive media and entertainment operational experience from a 28-year career at Disney, including chairman-level roles overseeing ABC and Hulu Originals, making her well-qualified for board oversight of a live TV streaming business.
Taff joined in October 2025 and falls within the 24-month exemption; she is a CPA with a 32-year Disney career spanning finance, distribution, and studio operations, providing both financial expertise and deep entertainment industry knowledge relevant to FUBO's business.
Warbrooke joined in October 2025 and is within the 24-month exemption window; his background leading M&A and corporate development at Disney — including the Fubo-Hulu combination itself — is directly relevant to overseeing the newly combined company's strategic direction.
AGAINST for three long-tenured directors (Gandler, Figueras, Leff) who have served since 2020 and have full overlap with FUBO's severe stock underperformance — the stock has lost roughly 60% over three years while the company's own peers gained over 31% on average, a gap of more than 91 percentage points that triggers a No vote under policy; the six directors who joined in October 2025 are all within the 24-month new-director exemption and receive FOR votes.
CEO
David Gandler
Total Comp
$10,886,885
Prior Support
92%%
The prior year say-on-pay vote received approximately 92% support, indicating strong shareholder endorsement, well above the 70% threshold that would require scrutiny of non-response; the compensation program includes meaningful at-risk components tied to North America revenue, subscriber counts, and Adjusted EBITDA — measurable operational metrics — and the company reports significant year-over-year improvements in net income and EBITDA during the transition period; the company maintains a clawback policy compliant with Dodd-Frank requirements and multi-year equity vesting, and while the stock has performed poorly, the pay-for-performance alignment check is partially mitigated by the fact that the company completed a transformational business combination with Disney's Hulu + Live TV during the period, changing the nature of the business and creating a path to scale.
Auditor
PricewaterhouseCoopers LLP
Tenure
1 yrs
Audit Fees
$1,200,000
Non-Audit Fees
$2,000
PwC was only appointed in May 2025 so tenure is under one year, well below the 25-year concern threshold; non-audit fees of $2,000 (for accounting research software) represent less than 0.2% of audit fees of $1,200,000, far below the 50% threshold that would raise independence concerns; PwC is a Big Four firm fully capable of auditing a company of FUBO's size and complexity.
This is a post-merger annual meeting for FUBO following its October 2025 combination with Disney's Hulu + Live TV business; the most significant governance concern is the board composition, where three long-tenured directors (CEO Gandler, Figueras, and Leff) receive AGAINST votes due to FUBO's severe and sustained stock underperformance against its own peer group, while the six newly appointed Disney/Hulu-affiliated directors are exempt as new appointees; the auditor ratification is straightforward (PwC is newly appointed with minimal non-audit fees) and the say-on-pay receives a FOR given strong prior-year support and performance-linked incentive structure.
19 companies disclosed in 2026 proxy filing
