Flutter Entertainment : 2026 Notice of AGM & Definitive Proxy Statement
FLUT
Published on 04/16/2026 at 09:26 am EDT
Notice of Annual
General Meeting and Proxy Statement
Dear Fellow Shareholders,
On behalf of the Board of Directors, we cordially invite you to attend our 2026 Annual General Meeting ("AGM") of Shareholders, to be held on May 29, 2026, at 2:00 p.m. Irish time / 9:00 a.m. Eastern time at the Company's registered office in Ireland at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin, D04 V972. We are pleased to also provide a facility for shareholders to listen to the AGM via webcast, further details of which are set out in the Notice of AGM.
As Chair of the Board, I'm proud to provide our financial highlights as well as insights into the advancement of our strategic priorities and corporate governance processes during 2025. In early 2025, we completed our transition to be formally qualified as a U.S. domestic issuer. Throughout the year, we continued to grow, stayed focused on our customers and maintained our position as the global leader in online sports betting and iGaming. While some of our businesses, such as Junglee in India and FanDuel in the U.S., faced challenges in the second half of 2025, our underlying business fundamentals remain strong. From record-breaking customer engagement to navigating regulatory changes, we've shown the strength of our scale, innovation and the Flutter Edge. We continue to be excited about the transformative actions the Company has taken as well as the opportunities ahead. We look forward to continuing to power our growth through the Company's differentiated positioning
in the U.S. and internationally.
FULL YEAR 2025 FINANCIAL HIGHLIGHTS
$16.4 Billion
Revenue, an increase of 17% YoY
$(407) Million
Net loss
$2,845 Million(1)
Adjusted EBITDA
15.9 Million
Average monthly players, an increase of 14% YoY
$(1.75)
Earnings (loss) per share (diluted)
$7.94(1)
Adjusted earnings per share
$1,184 Million
Net cash provided by operating activities
$407 Million(1)
Free Cash Flow
See Annex A for a reconciliation of this non-GAAP measure to its most directly comparable GAAP measure.
As Chair of the Board, I work alongside the rest of the directors to ensure robust oversight of the business strategy and risk. As part of these responsibilities, we oversee and review the following key areas:
Board Composition and Refreshment: Our directors bring to the Board a balanced mix of skills, experiences and backgrounds. We continually assess the qualifications of our directors through our robust Board evaluation process. As part of our succession planning efforts, five new independent Non-Executive Directors ("NED") have joined the Board in the past four years, including Stefan Bomhard, appointed on October 1, 2025. Additionally, the Board has unanimously nominated Sally Susman and David Kenny, who are not currently serving as Directors, for election at this AGM. Mr. Bomhard, Ms. Susman and Mr. Kenny bring to the Board extensive experience in senior executive roles, which will help to contribute to our Board and the Company's long-term growth. Alfred F. Hurley, Jr has notified the Board that he will retire following conclusion of the AGM, and will therefore not stand for re-election at this AGM. On behalf of the Board, I wish to thank Al for his 10 years of dedicated service to the Board, including his significant contributions during our U.S. listing transition and exceptional stewardship of our Compensation and Human Resources Committee. We wish him all the best in his future endeavors.
Shareholder Engagement: We value our shareholders' perspectives and, alongside members of senior management, periodically host meetings with shareholders to discuss and solicit feedback on areas of Board focus, including strategy, Board composition and refreshment, risk oversight, executive compensation, and responsible gambling.
Compensation and Governance Evolution: During our transition to the U.S., we incorporated extensive shareholder feedback into our compensation design decisions, resulting in an enhanced executive compensation program which better aligns with U.S. market standards and our peers. We were pleased to garner strong support for the program, with our inaugural "Say on Pay" vote receiving over 98% support. We remain committed to assessing our compensation and governance policies to incorporate best practices, and to better align with the U.S. market. In furtherance of this commitment, the Board is proposing certain amendments to the Company's Memorandum and Articles of Association ("Articles") to better align our governance provisions with practices among U.S. public companies, along with certain administrative amendments to reflect our U.S. domestic issuer status.
Responsible Gambling: Through the Play Well pillar of our Positive Impact Plan, we have an ambition to lead in Responsible Gambling across our markets. We are proud of our progress and innovation in responsible gaming with new tools, technologies, and partnerships to champion sustainable play. We continued to progress towards our goal of seventy-five percent (75%) of customers using a Play Well tool by the end of 2030, with Play Well tool usage increasing by 2.7 percentage points to 47.3% of tool usage globally in 2025. In addition to regular Board updates, during 2025, the Risk and Sustainability Committee of the Board held dedicated meetings to discuss responsible gambling matters. To reflect our focus in this area, we continue to have Responsible Gambling as a key metric for our annual incentive compensation.
I encourage you to read this Proxy Statement, our Annual Report (which is included in our Form 10-K along with certain additional disclosures in connection with our reporting obligations under the Listing Rules of the U.K. Financial Conduct Authority) (the "Annual Report and Accounts 2025") and our statutory directors report and financial statements and auditors report thereon for the fiscal year ended December 31, 2025 prepared under IFRS as adopted by the European Union for Irish law compliance purposes (the "Irish Statutory Accounts") for further insights and details on additional actions and accomplishments.
The Notice of Annual General Meeting of Shareholders and Proxy Statement that follows describes the business to be conducted at the AGM. Your vote is important. We encourage you to vote by proxy in advance of the AGM, whether or not you plan to attend and participate in person at the AGM.
Your Board considers all of the Proposals set out in the Notice of AGM to be in the best collective interest of shareholders. Accordingly, the Board unanimously recommends that you vote "FOR" each Proposal presented hereto as they intend to do in respect of their own shareholdings.
Thank you for your continuing support of Flutter Entertainment plc. Very truly yours,
John Bryant
Chair
April 16, 2026
Meeting Details
Date & Time:
Friday, May 29, 2026 2:00 p.m. Irish time / 9:00 a.m. Eastern time
1
Elect and re-elect, as separate resolutions, each of the 11 director nominees identified in this Proxy Statement to the Board of Directors for a term expiring at the next Annual General Meeting
2
Approval, on an advisory basis, of the compensation of our Named Executive Officers as disclosed in this Proxy Statement
Approval of certain amendments to the Company's Articles to
Location of AGM:
Flutter Entertainment plc
Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland
Virtual:
Virtual (listen only) access available at https://www.virtualshareholdermeeting.com/ FLUT2026
Attendance:
See "General Information about our 2026 AGM" in the Proxy Statement for instructions on how to attend and participate at the AGM.
3(a)
3(b)
3(c)
3(d)
4(a)
provide for a plurality voting standard in the event of contested director elections
Approval of certain amendments to the Company's Articles to grant the Board sole authority to determine its size and provide for the possibility of holdover directors in the event of no directors receiving sufficient votes for election
Approval of certain amendments to the Company's Articles to permit the issuance of preferred shares with rights and preferences to be determined by the Board from time to time
Approval of certain administrative amendments to the Company's Articles to reflect Flutter's U.S. Domestic Issuer Status for the purpose of Exchange Act reporting
Ratification, in a non-binding vote, of the appointment of KPMG as Independent Registered Public Accounting Firm and Auditors of the Company
Record Date:
April 2, 2026
Your vote is important
Please exercise your shareholder right to vote.
4(b)
Ratification of the authority of the Board to fix the compensation of KPMG
6
5 Renewal of the annual authority of the Board to issue Shares Renewal of the annual authority of the Board to issue Shares for cash without first offering shares to existing shareholders
7
Renewal of the annual authority of the Board to make market purchases of Shares
8
Renewal of the annual authority of the Board to determine the price range for the re-issue of treasury shares off market
Shareholders will also transact such other business as may properly come before the 2026 AGM or any adjournment or postponement thereof.
Proposals 1, 2, 4(a), 4(b), 5 and 7 are ordinary resolutions, requiring the affirmative vote of a majority of the votes cast (in person or by proxy) at the AGM. Proposals 3(a), 3(b), 3(c), 3(d), 6 and 8 are special resolutions, requiring the approval of not less than seventy-five percent (75%) of the votes cast (in person or by proxy) at the AGM.
In addition to the above proposals, the meeting will also receive and consider the Company's Irish statutory financial statements for the fiscal year ended December 31, 2025 and the reports of the directors and auditors thereon. There is no requirement under Irish law that the Irish statutory financial statements be approved by our shareholders, and no such approval will be sought at the AGM. Under the Company's Articles and the Irish Companies Act 2014 (the "2014 Act"), Proposals 1, 4(a) and 4(b) are deemed to be ordinary business, and Proposals 2, 3(a), 3(b), 3(c), 3(d), 5, 6, 7 and 8 are deemed to be special business.
The record date for the AGM is April 2, 2026 (the "Record Date"). Only shareholders of record at the close of business on the Record Date are entitled to receive notice of, attend, speak and vote at the AGM or any adjournment or postponement thereof in accordance with the procedures set out in our Articles and applicable law. Note that attending the AGM virtually will not allow you to vote, speak or ask questions at the AGM.
A shareholder entitled to attend, speak and vote at the AGM is entitled to appoint one or more proxies to attend, speak and vote in his or her stead at the AGM. The process for appointing a proxy and/or voting in person at the meeting will depend on the manner in which you hold your shares. We recommend that you review the information on the process for, and the deadlines applicable to, voting, attending and appointing a proxy for the AGM which is set out in further detail under "Voting at the AGM" in the "General Information about our 2026 AGM" section of this Proxy Statement. A proxy need not be a shareholder of record.
By Order of the Board of Directors,
Edward Traynor, Company Secretary April 16, 2026
Important Notice Regarding the Availability of Proxy Materials for our AGM to be held on May 29, 2026. Our Notice of Annual General Meeting and Proxy Statement, Annual Report and Accounts 2025, Proxy Card (collectively, the "Proxy Materials"), Irish Statutory Accounts and other materials are available on our website at https://www.flutter.com/investors/ shareholder-information/agm/. The Proxy Materials will be mailed or made available to our shareholders on or about April 16, 2026. We are sending our shareholders a Notice of Internet Availability of Proxy Materials (the ''Notice of Availability'') rather than a paper set of the Proxy Materials. By doing so, we save costs and reduce our impact on the environment. The Notice of Availability includes instructions on how to access our Proxy Materials over the Internet, as well as how to request the materials in paper form. On or about April 16, 2026, we will mail to most of our shareholders the Notice of Availability.
Table of Contents
Proxy Statement Summary 1
Our Company 1
Governance 1
Proposal 1: Election and Re-election of Directors 2
Proposal 2: Advisory Resolution to Approve Executive Compensation 3
Proposal 3(a): Approval of Certain Amendments to the Articles to Provide for a Plurality Voting Standard in the Event
of Contested Director Elections 3
Proposal 3(b): Approval of Certain Amendments to the Articles to Grant the Board Sole Authority to Determine its
Size Within a Specified Range and Provide for the Possibility of Holdover Directors in the Event of No Directors 4
Receiving Sufficient Votes for Election
Proposal 3(c): Approval of Certain Amendments to the Articles to Permit the Issuance of Preferred Shares with
Rights and Preferences to be Determined by the Board from Time to Time 4
Proposal 3(d): Approval of Certain Administrative Amendments to the Articles to reflect Flutter's U.S. Domestic Issuer
Status for the Purpose of Exchange Act reporting 4
Proposal 4(a): Ratification of Appointment of KPMG as Independent Registered Public Accounting Firm and Auditor 4
Proposal 4(b): Ratification of the Authority of the Board to Set the Compensation of KPMG 4
Proposal 5: Renewal of the Annual Authority of the Board to Issue Shares 4
Proposal 6: Renewal of the Annual Authority of the Board to Issue Shares for Cash without First Offering Shares to
Existing Shareholders 5
Proposal 7: Renewal of the Annual Authority of the Board to make Market Purchases of Shares 5
5
Proposal 8: Renewal of the Annual Authority of the Board to Determine the Price Range for the Re-issue of Treasury Shares Off Market
Corporate Governance 6
Governance Highlights 6
Guiding Principles, Corporate Governance Practices and Policies of the Board 7
Board Structure 8
Non-Executive Directors 9
Board Committees 9
Director Recruitment 13
Process for Shareholders to Recommend Director Nominees 13
Director Orientation and Onboarding 14
Risk Management 14
The Board's Role in Risk Oversight 15
Culture of Compliance 16
Corporate Governance Guidelines 16
Code of Ethics 16
PDMR and Group Securities Dealing Codes 16
Shareholder Engagement 17
Proposal 1: Election and Re-Election of Directors 18
Meet the Board of Directors 19
2025 Board and Committee Evaluation 29
Experience and Skills of Our Directors 31
Overall Board Composition 32
Minimum Equity Ownership Guidelines for Non-Executive Directors 32
Director Compensation for Fiscal Year 2025 33
Proposal 2: Advisory Resolution to Approve Executive Compensation 34
35
Proposal 3(a): Approval of Certain Amendments to the Articles to Provide for a Plurality Voting Standard in the Event of Contested Director Elections
Proposal 3(b): Approval of Certain Amendments to the Articles to Grant the Board Sole Authority to Determine
its Size and Provide for the Possibility of Holdover Directors in the Event of No Directors Receiving Sufficient 37
Votes for Election
39
Proposal 3(c): Approval of Certain Amendments to the Articles to Permit the Issuance of Preferred Shares with Rights and Preferences to be Determined by the Board from Time to Time
41
Proposal 3(d): Approval of Certain Administrative Amendments to the Articles of Flutter Entertainment plc to reflect that Flutter Entertainment plc Holds Domestic Issuer Status for the Purposes of the Exchange Act
Proposal 4(a): Ratification of Appointment of KPMG as Independent Registered Public Accounting Firm and Auditor 42
Proposal 4(b): Ratification of the Authority to Set Compensation of KPMG 43
Audit Fees 43
Pre-Approval Policies and Procedures 44
Report of the Audit Committee 45
Proposal 5: Renewal of the Annual Authority of the Board to Issue Shares 46
Proposal 6: Renewal of the Annual Authority of the Board to Issue Shares for Cash without First Offering Shares to
Existing Shareholders 48
Proposal 7: Renewal of Annual Authority of the Board to Make Market Purchases of Shares 50
46
Proposal 8: Renewal of the Annual Authority of the Board to Determine the Price Range for the Re- issue of Treasury Shares Off Market
Executive Officers 54
Senior Management Succession Planning 56
Compensation Discussion and Analysis 57
Introduction 57
Summary of Compensation and Human Resources Committee Actions and Highlights in 2025 57
2025 Named Executive Officers 58
Executive Transitions in 2025 58
Executive Summary 58
Overview of Our Executive Compensation Program 61
Stakeholders in Compensation Determination Process 62
2025 Compensation Decisions and Outcomes 64
Governance and Management of Compensation Related Risks 71
Other Compensation and Benefits 72
Employment Agreements 73
Accounting for Stock Based Compensation 75
Report of the Compensation and Human Resources Committee 76
Compensation Tables 77
Summary Compensation Table 77
Grants of Plan-Based Awards 79
Outstanding Equity Awards 80
Options Exercised and Stock Vested 83
Non-Qualified Deferred Compensation 83
Potential Payments Upon Termination or Change in Control 83
CEO Pay Ratio 87
Pay vs Performance 88
Security Ownership of Certain Beneficial Owners and Management 92
Securities Authorized for Issuance Under Equity Compensation Plans 94
Certain Relationships and Related Person Transactions 95
Shareholder Proposals and Nominations for Our 2027 AGM 96
General Information About Our 2026 AGM 97
The Proxy Materials 97
Mailing of Proxy Materials 97
Notice of Internet Availability of Proxy Materials 97
Shares to be Voted at the AGM 97
Annual General Meeting Quorum 98
Required Votes 98
Shareholder Categories 101
Proxy Appointment 101
Voting at the AGM 101
Rules of Conduct 103
Listening to the AGM via Webcast 103
Revocation of Your Vote 103
Confidentiality of Your Vote 103
Proxy Solicitation
103
Voting Results
104
Other Information
104
Contacting Our Company Secretary
104
Householding of Annual General Meeting Materials
105
Other Matters
106
Annex A - Non-GAAP Figures
A-1
Annex B - Memorandum and Articles of Association
B-2
Although we refer to websites and other documents in this Proxy Statement, the contents of such websites and documents are not included or incorporated by reference into this Proxy Statement. All references to websites in the Proxy Statement are intended to be inactive textual references only.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Proxy Statement contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect our current expectations as to future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our operations, our liquidity and capital resources, the conditions in our industry and our growth strategy. In some cases, forward-looking statements can be identified by words such as "outlook," "believe(s)," "expect(s)," "potential," "continue(s)," "may," "will," "should," "could," "would," "seek(s)," "predict(s)," "intend(s)," "trends," "plan(s)," "estimate(s)," "anticipates," "projection," "goal," "target," "aspire," "will likely result" and other words and terms of similar meaning or the negative versions of such words. These forward-looking statements are subject to risks and uncertainties that may change at any time. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these forward-looking statements. These factors include but are not limited to those described in Part I, "Item 1A.-Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2025. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Proxy Statement. Flutter undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.
Proxy Statement Summary
This Proxy Statement relates to the solicitation of votes or proxies by Flutter Entertainment plc, on behalf of its board of directors (the "Board" or the "Board of Directors"), for use at our 2026 Annual General Meeting (the "AGM") and at any adjournment or postponement of such meeting. Unless otherwise specified or the context otherwise requires, the terms "Flutter," the "Company," the "Group," "we," "us" and "our" and other similar terms used in this Proxy Statement refer to Flutter Entertainment plc and its subsidiaries.
This summary highlights information from this Proxy Statement. You should read this entire Proxy Statement carefully before voting. Your vote is important. For more information on voting and participating in the AGM, see, ''Participation in Our AGM'' below.
In accordance with Rule 14a-6(d) under Regulation 14A of the Securities Exchange Act of 1934, please be advised that the Company intends to release definitive copies of this Proxy Statement to shareholders beginning on or about April 16, 2026.
Our Company
Flutter Entertainment plc is a public limited company incorporated under the laws of Ireland. Flutter Entertainment plc's ordinary shares (the "Shares") trade on the New York Stock Exchange (''NYSE'') under the symbol "FLUT" and on the London Stock Exchange ("LSE") under the symbol "FLTR."
Through our subsidiaries and affiliates, we are the world's leading online sports betting and iGaming operator, with a market-leading position in the U.S. and across the world. Our ambition is to leverage our size and our challenger mindset to change our industry for the better. By Changing the Game, we believe we can deliver long-term growth while promoting a positive, sustainable future for all our stakeholders. We are well-placed to do so through the distinctive, global advantages of the Flutter Edge, which gives our brands access to group-wide benefits, as well as our clear vision for sustainability through our Positive Impact Plan.
Flutter operates a diverse portfolio of leading online sports betting and iGaming brands including FanDuel, Sky Betting & Gaming, Sportsbet, PokerStars, Paddy Power, Sisal, Snai, tombola, Betfair, TVG, Adjarabet, MaxBet and BetNacional.
Governance
We previously maintained a Premium Listing on the LSE and were required to comply (or explain non-compliance) with the corporate governance standards specified in the U.K. Corporate Governance Code. We obtained an additional listing of our Shares on the NYSE effective January 29, 2024, and, on May 31, 2024, we relocated our primary listing to the NYSE following the transfer of our listing category on the LSE from a Premium Listing to a Standard Listing. Following changes to the listing rules applicable to the LSE, which were introduced by the United Kingdom Financial Conduct Authority (the "FCA") and became effective on July 29, 2024, our listing category was converted to the equity shares (international commercial companies secondary listing) category (the "Secondary Listing"). Following this transfer, we are no longer required to comply (or explain non-compliance) with the U.K. Corporate Governance Code and we have therefore adjusted our corporate governance arrangements to align with those typically adopted by a U.S. domestic issuer of similar size and nature. During fiscal 2024, we determined that our Company no longer qualified as a foreign private issuer under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Effective as of January 1, 2025, therefore, we were no longer eligible to use the rules designed for foreign private issuers and became a U.S. domestic issuer. As a result, we were required to comply with, among other things,
U.S. proxy requirements. To further support this transition, we are proposing amendments to our Articles to more closely align our governance provisions with those of U.S. domestic issuers and to remove certain provisions that are no longer applicable given our changed reporting status.
Flutter Entertainment plc 2026 Proxy Statement 1
Although our primary listing, corporate governance arrangements and requirements under the U.S. federal securities laws are now aligned with that of a U.S. domestic issuer, we remain a company incorporated under the laws of Ireland with a Secondary Listing on the LSE. As such, we continue to be subject to certain obligations under the FCA Listing Rules and the FCA's Disclosure Guidance and Transparency Rules (which are both applicable to our listing on the LSE) and also continue to be subject to Irish law and our shareholder-approved Articles which, among other things, require us to seek shareholder approval for certain ordinary and special resolutions included in this Proxy Statement.
Proposal 1: Election and Re-election of Directors
In accordance with our Articles, all members of the Board retire at each AGM with those eligible standing for election/re-election (as appropriate) each year. The following table provides an overview of the nine current directors and two new proposed Directors nominated for election/re-election at the AGM. If elected/re-elected, each director will serve for a term expiring at the next AGM in 2027 at which point they will retire and may, if eligible, seek re-election. Mr. Hurley has notified us that he is retiring and will not stand for re-election at our 2026 AGM.
The Board recommends that you vote ''FOR'' each director nominee.
Director Nominees
Name
Compensation and Nominating and Risk and Audit Human Resources Governance Sustainability
Age Independent Committee Committee Committee Committee
John Bryant 60
⚫
⚫ ⚫*
Peter Jackson 50
Robert (Dob) Bennett 68
⚫
⚫
⚫
Stefan Bomhard 58
⚫
⚫ ⚫
Nancy Cruickshank 55
⚫ ⚫
⚫*
Nancy Dubuc 57
⚫
⚫
⚫
David Kenny 64
⚫
Holly Keller Koeppel 67
⚫ ⚫*†
⚫
⚫
Carolan Lennon 59
⚫ ⚫
⚫
Christine M. McCarthy 70
⚫ ⚫†
⚫
Sally Susman 64
⚫
Board Chair
Chief Executive Officer
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Proposed Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Proposed Non-Executive Director
* Committee Chair † Audit Committee Financial Expert
Proposal 2: Advisory Resolution to Approve Executive Compensation
Proposal 2 gives shareholders the opportunity to express their views on the compensation of our Named Executive Officers ("NEOs"). As an advisory vote, the outcome of the vote on this Proposal will not be binding on the Company. However, the Compensation and Human Resources Committee values the opinions and views expressed by shareholders and will take into account the outcome of the vote when making future decisions on NEO compensation.
The Board recommends that you vote ''FOR'' the approval, on an advisory basis, of the compensation of our NEOs.
Key reasons to vote ''FOR'' the approval, on an advisory basis, of the compensation of our NEOs:
Highlights
Our compensation program includes elements that are intended to ensure strong alignment between the interests of our NEOs and our shareholders:
Our compensation program for our NEOs and the Company overall also aims to be market competitive versus our peers, in both quantum and structure to ensure that we are able to attract, motivate and retain executives and other professionals that contribute to our long-term success. Please read the section of this Proxy Statement titled "Compensation Discussion and Analysis," and the compensation tables that follow it for additional details about our executive compensation program.
Proposal 3(a): Approval of Certain Amendments to the Articles to Provide for a Plurality Voting Standard in the Event of Contested Director Elections
Proposal 3(a) sets out the proposed amendment to the Articles to provide for a plurality voting standard in the context of a contested director election. A "contested Director election" would arise where the number of Directors nominated for election by the Board and/or shareholders of the Company exceeds the maximum number of Directors permitted by the Articles (or, if Proposal 3(b) is approved, the total number of Directors set by the Board).
The Board recommends that you vote "FOR" the proposal to provide for a plurality voting standard in the event of contested Director elections.
Proposal 3(b): Approval of Certain Amendments to the Articles to Grant the Board Sole Authority to Determine its Size Within a Specified Range and Provide for the Possibility of Holdover Directors in the Event of No Directors Receiving Sufficient Votes for Election
Proposal 3(b) sets out the proposed amendments to the Articles to grant the Board sole authority to determine its size within a specified range and to provide for the re-election of those Directors receiving the highest number of votes in favor of re-election in circumstances where the number of Directors would otherwise be reduced below the minimum number of Directors prescribed by the Articles.
The Board recommends that you vote "FOR" the proposal to grant the Board sole authority to (i) determine its size and to (ii) ensure re-election of at least the minimum number of Directors required.
Proposal 3(c): Approval of Certain Amendments to the Articles to Permit the Issuance of Preferred Shares with Rights and Preferences to be Determined by the Board from Time to Time
Proposal 3(c) sets out the proposed amendment to the Articles to permit the Board to issue preferred shares, with such rights and preferences as determined by the Board, commonly referred to as "blank-check" preferred shares.
The Board recommends that you vote ''FOR'' the proposal to amend the Articles to permit the issuance of preferred shares with rights and preferences to be determined by the Board from time to time.
Proposal 3(d): Approval of Certain Administrative Amendments to the Articles to reflect Flutter's U.S. Domestic Issuer Status for the Purpose of the Exchange Act Reporting
Proposal 3(d) sets out the proposed amendments to the Articles to make certain administrative updates to reflect that Flutter is considered a domestic issuer under the Securities Exchange Act of 1934 (the "Exchange Act").
The Board recommends that you vote ''FOR'' the proposal to amend the Articles to reflect that Flutter no longer qualifies as a foreign private issuer and is now considered a domestic issuer for the purposes of the US Exchange Act.
Proposal 4(a): Ratification of Appointment of KPMG as Independent Registered Public Accounting Firm and Auditor
Proposal 4(a) is seeking shareholder approval, to ratify, in a non-binding vote, the appointment of our independent registered public accounting firm and auditor, KPMG, for the year ended December 31, 2026.
The Board recommends that you vote ''FOR'' the ratification, in a non-binding vote, of the appointment of KPMG as our independent registered public accounting firm and auditor for the year ending December 31, 2026.
Proposal 4(b): Ratification of the Authority of the Board to Set the Compensation of KPMG
Proposal 4(b) is seeking shareholder approval to authorize the Board to fix KPMG's compensation for the year ending December 31, 2026, as required under Irish law.
The Board recommends that you vote ''FOR'' the authorization of the Board to fix the compensation of KPMG for the fiscal year ending December 31, 2026.
Proposal 5: Renewal of the Annual Authority of the Board to Issue Shares
Under Irish law, subject to certain exceptions, our directors must have authority from our shareholders to issue any new Shares. Proposal 5 seeks authority for our directors to issue new Shares in an amount up to twenty percent (20%) of our issued share capital as of April 2, 2026, which is consistent with governance standards for Irish-incorporated, U.S.-listed companies.
The Board recommends that you vote ''FOR'' the renewal of the annual authority of the Board to issue Shares.
Proposal 6: Renewal of the Annual Authority of the Board to Issue Shares for Cash Without First Offering Shares to Existing Shareholders
Under Irish law, unless otherwise authorized and subject to certain exceptions, when we issue new Shares for cash, we are required first to offer those Shares on the same or more favorable terms to existing shareholders on a pro-rata basis. Proposal 6 seeks authority to disapply these statutory pre-emption rights up to a maximum of twenty percent (20%) of our issued share capital as of April 2, 2026 on an unrestricted basis, which is consistent with governance standards for Irish-incorporated U.S.-listed companies.
The Board recommends that you vote ''FOR'' the renewal of annual authority of the Board to issue Shares for cash without first offering Shares to existing shareholders.
Proposal 7: Renewal of the Annual Authority of the Board to Make Market Purchases of Shares
Under Irish law, the Company (and/or its subsidiaries) cannot acquire any of its own Shares by way of repurchase without shareholder approval. Reflecting the Company's commitment to return cash to shareholders and in order to have flexibility as to how share repurchases are made, Proposal 7 seeks authority to make purchases of up to ten percent (10%) of our issued share capital as of April 2, 2026 on certain recognized stock exchanges, including the NYSE and LSE. This authority is distinct from the Company's standing authority to acquire its own Shares by way of redemption, which is permitted by Article 4 of our Articles.
The Board recommends that you vote ''FOR'' the renewal of the annual authority of the Board to make market purchases of Shares.
Proposal 8: Renewal of the Annual Authority of the Board to Determine the Price Range for the Re-issue of Treasury Shares Off Market
Under Irish law, shareholders must authorize the price range at which the Company may re-issue any Shares held in treasury. Proposal 8 seeks authority from shareholders to re-issue Shares held in treasury off market within the minimum and maximum prices specified in the resolution.
The Board recommends that you vote ''FOR'' the renewal of annual authority of the Board to determine the price range for the re-issue of treasury shares off market.
Governance Highlights
We are committed to upholding the highest standards of good corporate governance.
No poison pill
Regular review of Board and executive succession planning
No supermajority voting requirements, other than those required by law
Right to call a special meeting
Demonstrated commitment to Board refreshment
Policy on director time commitments and other board service
Regular executive sessions of independent directors
Meaningful director and Executive Officer share ownership guidelines
Robust clawback policy
Annual review of committee charters and Corporate Governance Guidelines
Proactive shareholder engagement
Annual review of Board and Board committee leadership structure
Annual Board and committee evaluations
Majority voting for appointment of directors
Entirely independent Board committees
One class of voting shares, each share is entitled to one vote
Annual election of directors
Strong and engaged independent Chair of the Board
Entirely independent Board, other than the CEO
OUR GOVERNANCE HIGHLIGHTS INCLUDE:
Guiding Principles, Corporate Governance Practices and Policies of the Board
Our Board is committed to corporate governance practices that serve the best interests of the Company and our shareholders, and to active engagement with our shareholders and other stakeholders throughout the year. The following summarizes certain highlights of the Board's guiding principles, corporate governance practices and policies:
Breadth of Skills and Expertise
We seek to ensure that each of our directors possess a level of experience and expertise to ensure thoughtful and effective implementation of our long-term strategic goals and to provide oversight of our risk profile and strategic goals. The Board is committed to the ongoing evaluation of its
composition, including the skills and expertise of each director as well as their experience, age, gender, nationality and diversity of thought, education, professional background, in addition to how their collective skills align with our evolving business strategy. As a result of the ongoing evaluation of Board composition and skills, five new independent directors have joined the Board in the past four years.
Independent & Engaged Board
Nine of our 10 current directors (90%) are independent, with all Board committees comprised entirely of independent directors. The Board is actively engaged and held seven Board meetings and 30 Board committee meetings in 2025, as well as taking other actions through unanimous written consent.
During 2025, each director participated in at least 75% of all Board meetings and all meetings of committees on which they served. Directors actively engage and spend time with our senior management and other employees in a variety of forums outside of the boardroom.
Director Time Commitments
Because serving on the Board requires significant time and attention, the Board has adopted a policy within our Corporate Governance Guidelines that, among other requirements applicable to the Board, sets the expectation that directors will spend the time needed and meet as often as necessary to discharge their responsibilities properly. The Corporate Governance Guidelines specify that a director may not serve on more than a total of five public company boards (including the Board) or, if the director is a current CEO or executive officer of a public company, on the board of more than a total of three public company boards (including the Board). In addition, directors must seek the approval
of the Chair and/or the Nominating and Governance Committee (as applicable) before accepting membership on other boards of directors or changing their primary employment and responsibilities during their tenure. The Nominating and Governance Committee shall, before recommending an appointment to the Board, have regard to the time commitment expected and take account of other board memberships of candidates for appointment in considering whether such person has sufficient time available to devote to the position. The Nominating and Governance Committee may approve exceptions if it determines that the additional service will not impair the director's effectiveness as a member of the Board. See ''Corporate Governance Guidelines'' on page 16.
Separate Chairman and Chief Executive Officer
The Board's Chair facilitates independent oversight of management. See "Board Structure; Leadership and Oversight" on page 8.
Rigorous Risk Management Oversight
The Board understands the importance of effective risk oversight as fundamental to both the success of the Company and its obligation to our shareholders. While our management is responsible for the day-to-day management of risk, the Board, including our Risk and Sustainability Committee, along with senior management, is responsible for promoting an appropriate culture of risk management within the Company and for overseeing our aggregate risk profile and monitoring how we address specific risks. Throughout the year, the Board and each of its committees dedicate a portion of their time to review and discuss specific risk topics. See "The Board's Role in Risk Oversight" on page 15.
Shareholder Engagement
As part of our annual shareholder engagement program, we contact many of our shareholders to offer meetings to discuss a range of topics related to our strategy, governance profile, executive compensation practices, corporate sustainability, human capital management, financial performance and other matters. A summary of our shareholder engagement efforts is included under the section ''Shareholder Engagement'' on page 17.
Annual Evaluations
The Board undertakes an annual evaluation to determine whether it, its committees and its individual members are functioning effectively and whether the Board possesses the appropriate mix of skills and experience. A report on the outcome of the 2025 Board evaluation was presented to the Board on February 12, 2026. The Board, acting through the Nominating and Governance Committee, monitors the balance of specific experience, qualifications and skills of its current directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company's business and structure.
Open Channels of Communication Between the Board and Our Company
The Board maintains open channels of communication across our Company. Our directors engage and spend time with our executives and employees throughout the year in a variety of forums.
Minimum
Equity Ownership Guidelines
We have minimum equity ownership guidelines for our Non-Executive Directors ("NEDs") and Executive Officers that require significant ownership of our Shares. Our NEDs are required to hold equity in our Company with a market value equal to or greater than five times their annual cash retainer. In addition, our Chief Executive Officer is required to hold equity in our Company with a market value equal to or greater than six times his annual base salary, and our other Executive Officers are required to hold equity in our Company with a market value equal to or greater than three times their annual base salary. All of our directors and Executive Officers are, or are expected to be within the time ascribed in our ownership guidelines, in compliance with our Minimum Equity Ownership Guidelines.
Board Structure
Leadership and Oversight
The Board believes its leadership structure should reflect the needs of our Company and its unique operating environment, and be flexible to evolve with changing circumstances. Each year, and more frequently as conditions warrant, the Nominating and Governance Committee reviews the Board leadership structure, taking into account investor feedback and industry benchmarking data, and determines whether to recommend changes to the Board's leadership structure to the full Board.
Currently, we do not have a policy requiring that the positions of Chair of the Board and Chief Executive Officer be held by different persons. At present, these two positions are separate, and the Board believes that this structure serves the current needs of the Board and our Company by allowing our Chief Executive Officer to focus his attention on driving business performance rather than Board governance.
John Bryant, Chair
Responsible for the leadership and effectiveness of the Board, including overseeing corporate governance matters and ensuring the evaluation of the Board, its committees and the directors is undertaken.
Agrees and manages the Board's agenda, ensuring that directors receive timely, accurate and clear information on the Group's business. This ensures the Board is fully informed of relevant matters and sufficient time is allocated to discuss important matters, thereby promoting effective and constructive debate and supporting a sound decision-making process.
Oversees the Board's consideration of the Group's strategy and any major issues facing the Group.
Ensures adequate time is available for discussion and consideration of the Group's principal risks and their mitigation.
Ensures there is effective stakeholder engagement and the Board is kept aware of their views, in particular those of shareholders and colleagues.
Peter Jackson, Chief Executive Officer
Leads the executive development of strategy and proactive focus on innovation.
Has overall responsibility for the Group's performance.
Directs the delivery of the Group's strategy in consultation with, and supported by, the Board.
Builds and leads an effective Executive Committee and oversees the Group's business operations and management of its risks.
Serves as the primary interface between our management and the Board.
Communicates and provides feedback on the implementation of Board-agreed policies, ensuring the Group operates in a way that is consistent with its values.
Provides internal and external leadership on responsible gambling.
Non-Executive Directors
Bring a strong external perspective, advice and judgment to the Board, acting independently and constructively challenging decisions.
Scrutinize, measure and review the performance of management and assist in the development and approval of strategy.
Review Group financial information and ensure the system of internal control and risk management framework are appropriate and effective.
Review succession plans for the Board, Executive Directors and key members of senior management.
Set executive compensation policy.
Engage with key stakeholders and feed insights on their views back to the Board. This includes colleagues' views on culture.
Serve on or chair various committees of the Board.
Bring varied industry and professional backgrounds, experience, skills and expertise aligned to the needs of the Group's business and long-term strategic objectives.
Oversee the Group's sustainable strategy including responsible gambling.
Board Committees
We are governed in accordance with our Articles, the applicable laws of Ireland and the applicable rules and regulations of the relevant regulatory bodies to which we are subject. The Board is a single tier board collectively responsible for leading the strategic direction of the business to promote long-term sustainable success, generating value for shareholders and contributing to wider society. The Board is also responsible for the stewardship of the Group, establishing the Group's purpose, values and strategy and satisfying itself that these are aligned to the culture of the organization.
Certain strategic decisions and authorities are reserved as matters for the Board, with other matters, responsibilities and authorities delegated to its committees. The Board has a formal schedule of matters reserved for its approval, which is reviewed annually. These include decisions on the Group's strategy, key executive appointments, capital structure, financing, major acquisitions or disposals, the risk appetite, capital expenditure above the delegated authority limits and key executive appointments.
The Board has four standing committees: an Audit Committee; a Compensation and Human Resources Committee ("C&HR Committee"); a Nominating and Governance Committee; and a Risk and Sustainability Committee. The current charters for these committees are available on our corporate website, at https://www.flutter.com at https://flutter.com/investors/shareholder-information/board-committees. Further, we will provide copies of these charters without charge to any shareholder upon written request. Requests for copies should be addressed to our Company Secretary. The Board also may create additional committees for such purposes as the Board may determine.
Audit Committee
Members:
Ms. Keller Koeppel (Chair), Ms. Cruickshank, Ms. Lennon and Ms. McCarthy
Independent:
All
Meetings in 2025:
Ten
Our Audit Committee consists of four directors, each of whom is ''independent'' and ''financially literate'' as such terms are defined by the applicable rules of the NYSE. The Board has determined that each of Ms. Keller Koeppel, Ms.
Cruickshank, Ms. Lennon, and Ms. McCarthy possess accounting or related financial management expertise within the meaning of the NYSE listing standards and that each of Ms. Keller Koeppel and Ms. McCarthy qualifies as an ''audit committee financial expert'' as defined under the applicable Securities and Exchange Commission (''SEC'') rules.
In addition to members of the Audit Committee, regular attendees who attend meetings by invitation include our Chief Executive Officer, the Chief Financial Officer, the Group Director of Internal Audit and the Group Director of Finance. Members of our independent registered public accounting firm and auditor, KPMG, also attend Audit Committee meetings and have direct access to the Chair of the Audit Committee. The Company Secretary, or his Deputy, acts as secretary to the Audit Committee and provides support as required.
The main role of the Audit Committee, as set out in its Charter, is to provide assistance to the Board with respect to its oversight of the quality and integrity of the Company's financial statements and other financial information before publication, and reviewing significant financial reporting judgments contained in them. In addition, the Audit Committee also reviews:
risk assessment, risk management and risk management systems, particularly with respect to financial risk exposure in conjunction with the Risk and Sustainability Committee;
the system of internal financial and operational controls on a continuing basis (the Risk and Sustainability Committee reviews the internal control and risk management systems);
procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters;
the qualification, performance, objectivity and independence of the Company's independent registered public accounting firm and auditor;
the accounting and financial reporting processes, along with the roles and effectiveness of both the Group Internal Audit function and the external auditor; and
the Company's compliance with legal and regulatory requirements in conjunction with the Risk and Sustainability Committee.
To work effectively, the Audit Committee has unrestricted access to the Group's external auditor, KPMG, and the Internal Audit function, which it meets with throughout the year with, and without, management, as appropriate. These meetings ensure there are no restrictions on the scope of their audits and allow discussion of any matter that the internal or external auditor might not wish to raise in the presence of management. The Audit Committee may obtain, at the Group's expense, outside legal or other professional advice needed to perform its duties. The Chair of the Audit Committee reports to the Board on the key outcomes from each meeting and on how the Audit Committee has discharged its duties. The minutes of all Audit Committee meetings are circulated to the Board for information.
Compensation and Human Resources Committee (C&HR Committee)
Members:
Mr. Hurley (Chair), Mr. Bryant, Mr. Bennett, Mr. Bomhard and Ms. Dubuc
Independent:
All
Meetings in 2025:
Six
Our C&HR Committee consists of five directors, each of whom is ''independent'' as defined by the applicable rules of the NYSE and is a ''non-employee director'' as defined by the applicable rules and regulations of the SEC. Mr. Hurley has informed the Board that he will not stand for re-election at the AGM and therefore will step down from the C&HR Committee following the AGM, at which point Ms. Dubuc will be appointed Chair.
In addition to members of the C&HR Committee, regular attendees of Committee meetings by invitation include the CEO, Chief People Officer and Group Reward Director. The Company Secretary, or his Deputy, acts as secretary to the C&HR Committee and provides support as required.
The C&HR Committee reviews and recommends to the Board the framework and policy for the compensation of the CEO, the Executive Directors and other executive officers, and ensures our compensation arrangements are designed to support our strategy and promote long-term sustainable success by appropriately incentivizing the relevant performance.
The C&HR Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable. In accordance with this authority, the C&HR Committee has retained Pearl Meyer as its independent outside compensation consultant primarily to assist in analyzing the competitiveness of the Company's executive compensation as well as to provide expertise and advice on various matters brought before the C&HR Committee. The C&HR Committee has considered the independence of Pearl Meyer and determined that their work did not raise any conflict of interest.
Compensation and Human Resources Committee Interlocks and Insider Participation
None of the members of the C&HR Committee is or has been an executive officer or employee of the Company, nor do any of them have any relationships requiring disclosure by the Company under Item 404 of Regulation S-K. None
of our executive officers currently serve, or has served during the last completed fiscal year as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board or C&HR Committee.
Nominating and Governance Committee
Members:
Mr. Bryant (Chair), Mr. Bomhard, Mr. Hurley, Ms. Keller Koeppel and Ms. Lennon
Independent:
All
Meetings in 2025:
Six
Our Nominating and Governance Committee consists of five directors, each of whom is ''independent'' as such term is defined by the applicable rules of the NYSE. Mr. Hurley has informed the Board that he will not stand for re-election at the AGM and therefore will step down from the Nominating and Governance Committee following the AGM.
The Nominating and Governance Committee considers the structure, size and composition of the Board and its committees. It advises on orderly succession planning and non-executive recruitment and makes recommendations to the Board on director appointments. The Nominating and Governance Committee considers the balance of skills, experience, knowledge and diversity of background to achieve our strategic vision and act in the interest of shareholders and other stakeholders. The Nominating and Governance Committee oversees succession planning for senior executives and our corporate governance arrangements.
Risk and Sustainability Committee
Members:
Ms. Cruickshank (Chair), Mr. Bennett, Ms. Dubuc, Ms. Keller Koeppel & Ms. McCarthy
Independent:
All
Meetings in 2025:
Eight
Our Risk and Sustainability Committee consists of five directors, each of whom is ''independent'' as such term is defined by the applicable rules of the NYSE.
Our Risk and Sustainability Committee supports the Board in monitoring the Group's risk management processes for their appropriateness and effectiveness in identifying the emerging and principal risks facing the Group and how those risks are being managed and mitigated, the Group's risk registers, and the appropriateness of management's risk appetite. As part of the overall risk management framework, management maintains individual divisional risk registers for each division. These detail the significant risks facing the business and the potential likelihood and impact of these risks materializing once the existence of controls and mitigating factors are considered. The Risk and Sustainability Committee also reviews how our risks are being managed and mitigated and has oversight of Risk Management, Compliance and Information Security. During 2025, as part of its procedures to identify emerging risks as well as to monitor established risks, the Risk and Sustainability Committee met with, and received, detailed presentations from various key functions to discuss how the Company manages its main operational risks, including specific updates in relation to the International Division, as well as updates on cyber security-related risks, commercial risks and strategic risks, among others.
Key updates included cyber security, Sustainability oversight, review of the risk profile and aligned assurance, report on whistleblowing/"Speak-Up" procedures and review of the Directors' Compliance Policy Statement.
Communications with the Board
Any interested party who would like to communicate with, or otherwise make their concerns known directly to the Chair of any of the Audit, Nominating and Governance, C&HR, and Risk and Sustainability Committees, or to the NEDs as a group or individually, may do so by addressing such communications or concerns to our Company Secretary at Flutter Entertainment plc, Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin, D04 V972, who will, as appropriate, forward such communication.
Board and Committee Meetings; Annual General Meeting Attendance
During 2025, our Board held seven meetings, the Audit Committee held 10 meetings, the C&HR Committee held six meetings, the Nominating and Governance Committee held six meetings, and the Risk and Sustainability Committee held eight meetings. During such time, each director then serving on the Board attended at least seventy-five percent (75%) of each of the meetings of the Board and committees on which they served during the period for which they were a director or committee member. The NEDs regularly meet in executive session without management, and such executive sessions are chaired by Mr. Bryant.
Under our Corporate Governance Guidelines, directors are encouraged to attend our annual general meetings of shareholders. All of our directors serving at such time attended our 2025 AGM in person or via audio conference.
Director Recruitment
All appointments to the Board are based on merit, in the context of the balance and mix of appropriate skills and experience the Board as a whole requires in order to be effective. The Nominating and Governance Committee takes into account the following criteria when considering Non-Executive Director roles:
skills, knowledge and experience in areas relevant to the operation of the Board, including professional background, international experience and having regard to current and future Board skills gaps;
a variety of personal characteristics, including age, nationality, gender, social and ethnic backgrounds, and cognitive and personal strengths; and
the need for an appropriately sized Board.
During the process of ongoing Board renewal, each or a combination of these criteria can take priority. As part of the annual performance evaluation of the effectiveness of the Board, its committees and individual directors, the Nominating and Governance Committee considers the size of the Board, the balance of skills, knowledge, experience and independence of the Board. It also focuses on overseeing orderly succession of the Board. Spencer Stuart, an external search agency, was used during the recruitment of Mr. Bomhard, Ms. Susman and Mr. Kenny. Each were presented to the Nominating and Governance Committee by such firm, and the Nominating and Governance Committee recommended each candidate to the Board
for approval.
Process for Shareholders to Recommend Director Nominees
Our Articles address the processes by which shareholders may recommend Director nominees, and the policy of the Nominating and Governance Committee is to evaluate such recommendations on a substantially similar basis as it considers other nominees. If you would like to recommend a future nominee for Board membership, you can submit a written recommendation in accordance with our Articles and applicable law, including the name and other pertinent information for the nominee, to our Company Secretary. Please note that Article 59A of our Articles prescribes certain timing and nomination requirements with respect to any such recommendation if an eligible shareholder wishes to have their nominee included in our proxy materials for our AGM (see "Shareholder Proposals and Nominations for Our 2027 AGM").
Director Onboarding and Continuing Education
As required by our Corporate Governance Guidelines, management works with the Board to provide a comprehensive orientation process for new directors. The orientation programs are designed to familiarize new directors with the Company's operations and business, strategies, regulatory landscape, key stakeholders, directors' duties and our governance practices. The orientation is intended to assist new directors in developing and maintaining skills necessary or appropriate for the performance of their responsibilities. Each new director's onboarding is individually tailored to previous experience, their responsibilities and committee membership.
The Board also participates in continuing education sessions designed to deepen the Directors' understanding of Flutter's evolving business, strategic priorities and regulatory environment. Recent sessions have covered topics including pricing capability and strategy, product innovation as well as an immersive responsible gambling session aimed at providing Directors with a detailed understanding of the Company's regulatory obligations, control mechanisms and operational practices with respect to responsible gambling.
Risk Management
Our risk management framework is designed to instill a culture of openness and transparency. We have a complementary array of policies, procedures and processes to identify, assess, monitor and manage the risks inherent in our business activities, supported by the work of committees at both the management level and the Board level. This framework is reasonably designed to identify important risks and communicate them to senior management and, where appropriate, to the Board.
The Board's Role in Risk Oversight
The Board understands the importance of effective risk oversight as fundamental to both the success of the Company and its obligation to our shareholders. While our management is responsible for the day-to-day management of risk, the Board, including our Risk and Sustainability Committee, along with senior management, is responsible for promoting an appropriate culture of risk management within the Company and for overseeing our aggregate risk profile and monitoring how we address specific risks. Throughout the year, the Board and each of its committees dedicate a portion of their time to review and discuss specific risk topics.
Board of Directors
Directly oversees corporate and product strategy and other matters reserved to the full Board. Reviews and discusses with management significant risks affecting the Company, including matters escalated by its committees from within their respective areas of direct oversight.
Risk and Sustainability Committee
Supports the Board in monitoring the Group's risk management processes for their appropriateness and effectiveness in identifying the emerging and principal risks facing the Group and how those risks are being managed and mitigated, the Group's risk registers, and the appropriateness of management's risk appetite. The Risk and Sustainability Committee also reviews how our risks are being managed and mitigated and has oversight of Risk Management, Compliance and Information Security. Key updates included cyber security, Sustainability oversight, review of the risk profile and aligned assurance, report on whistleblowing/"Speak-Up" procedures and review of the Directors' Compliance Policy Statement.
Audit Committee
C&HR
Committee
Nominating and Governance Committee
Oversees financial matters and business conduct, and reviews the output
of the Internal Audit function, management of financial risk, and reports of the external auditor.
Oversees the design and administration of executive compensation programs and policies.
Oversees Board structure, governance, and independence.
Management
The Company's management team regularly reports to the Board and the Risk and Sustainability Committee on material risks we face, highlighting any new risks that may have arisen since they last met. In addition, our directors have the opportunity to meet routinely with members of senior management in connection with their consideration of matters submitted for the approval of the Board and the risks associated with such matters. On a periodic basis, members of senior management report on our top enterprise risks and the steps management has taken or will take to mitigate these risks. For example:
The Chief Trading Officer presents to the Risk and Sustainability Committee regularly on the performance of the Group's policies in respect of bookmaking risks, the Group's bookmaking risk and pay-out limits, and the adequacy and effectiveness of the Group's bookmaking and risk management functions.
The Chief Information Officer and Global Chief Information Security Officer ("Global CISO") present regularly to the Risk and Sustainability Committee on the Group's cybersecurity risk profile, significant incidents, remediation activities, divisional progress on cyber initiatives and the evolving threat landscape. Material cybersecurity incidents are escalated through defined protocols and where appropriate, reported promptly to the Board. This reporting structure ensures that the Board remains fully informed and able to oversee the identification, prevention and mitigation of cybersecurity risks across the Group.
The Risk and Sustainability Committee receive regular updates on the Group's ongoing compliance with its regulatory license and legal obligations, the effectiveness of whistleblowing (our "Speak-Up") procedures, and compliance policies and training.
The Group Risk Team, in collaboration with Divisional Risk teams and Global Risk Sponsors/Leaders, provide updates to the Risk and Sustainability Committee on risk management. This includes reporting on our aggregate risk profile (Flutter's Top Enterprise Risks) and emerging risks.
Our Chief Legal Officer updates the Board regularly on material legal and regulatory matters.
Our Chief People Officer provides updates to the Board and the C&HR Committee on Human Capital matters, including the People Strategy, hiring investment, talent and reward strategy.
The Audit Committee reviews the output of the Internal Audit function, management of financial risk, and reports of the external auditor.
Culture of Compliance
Our business is subject to extensive rules and regulations in the U.S. and around the globe. Adherence to these various rules and regulations is paramount to the reputation and success of our Company. As such, all of our employees are required to participate in various mandatory regulatory and compliance training programs designed to educate our employees on the many laws, rules and regulations that impact our Company as well as reinforce the gravity of adherence to such laws, rules and regulations. Such programs include, without limitation, regular compliance training sessions on the Company's various governance policies. In addition, all employees receive training on our Code of Ethics and our policies and procedures for reporting wrongdoing.
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines that address the following key corporate governance subjects, among others: director qualification standards; director responsibilities; director access to management and, as necessary and appropriate, independent advisors; director compensation; director orientation; management succession; service on other public company boards; and an annual performance evaluation of the Board. The Nominating and Governance Committee and the Board annually review and re-approve the Corporate Governance Guidelines.
You are encouraged to visit our website https://www.flutter.com, under the ''Investors/Shareholder Information/Policies and documents" section to view or to obtain copies of our Corporate Governance Guidelines. You may also obtain, free of charge, a copy of our Corporate Governance Guidelines by directing your request in writing to our Company Secretary.
Code of Ethics
We maintain a Code of Ethics that is applicable to all of our Directors, officers, and employees, including our Chief Executive Officer, Chief Financial Officer and other senior officers. The Code of Ethics sets forth our policies and expectations on a number of topics, including conflicts of interest, compliance with applicable laws and regulations, protection of our data and assets and confidentiality and fair dealing. This Code of Ethics also satisfies the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the SEC. The Company will disclose within four business days any substantive changes in or waivers of the Code of Ethics granted to our principal executive officer, principal financial and accounting officer or persons performing similar functions, by posting such information on our website as set forth above rather than by filing a Form 8-K.
You are encouraged to visit our website https://www.flutter.com, under the "Investors/Shareholder Information/Policies and documents" section to view or to obtain copies of our Code of Ethics. You may also obtain, free of charge, a copy of our Corporate Governance Guidelines by directing your request in writing to our Company Secretary.
PDMR and Group Securities Dealing Codes
We have adopted PDMR (persons discharging managerial responsibilities) and Group Securities Dealing Codes that govern the purchase, sale and/or other dispositions of the Company's securities by our directors, officers, employees, consultants and contractors of the Company that we believe are reasonably designed to promote compliance with the U.K. Market Abuse regulation, U.S. federal insider trading laws, rules and regulations, and the exchange listing standards applicable to the Company. From time to time, the Group may engage in transactions in Company securities. It is the Group's policy to comply with all applicable securities laws when engaging in transactions in Company securities.
Additionally, pursuant to the PDMR and Group Securities Dealing Codes, directors, officers and employees, consultants and contractors of the Company are prohibited from purchasing financial instruments (including variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of the Company's equity securities. In addition, these individuals may not deal in options, warrants, puts and calls or similar instruments on or over Company securities or sell such securities "short" or engage in speculative trading (e.g., "day-trading") that is intended to take advantage of short-term price fluctuations and pledging of the Company's securities is prohibited.
A copy of our Group Securities Dealing Code is filed as Exhibit 19.1 and a copy of our PDMR Securities Dealing Code is filed as Exhibit 19.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Shareholder Engagement
Shareholder engagement is of great importance to our Board and management team as a means to solicit feedback and promote accountability to our shareholders. The Chair ensures that appropriate channels of communication are established between the Board and shareholders, and all directors are aware of any issues or concerns raised during that dialogue. The Chair, together with management and/or other independent directors, periodically host meetings with Flutter's shareholders as well as leading proxy advisory firms, to discuss governance and compensation-related topics. Feedback from these conversations helped guide actions taken with respect to our Board composition, transition to the U.S., governance practices, responsible gambling and executive compensation. Additionally, directors attend results presentations and investor roadshows, and the Board receives regular feedback from Investor Relations reports and broker updates throughout the year.
Key Themes The Board's Actions Since 2025 AGM
Board Composition • Added three highly qualified directors who collectively bring executive leadership experience and in-depth knowledge of capital markets, finance and operations to the Board.
U.S. Transition • Completed our first year formally filing as a U.S. domestic issuer.
Corporate Governance Practices • Transitioned to U.S. governance practices, including updates to our committee charters to clarify go-forward responsibilities, as well as ongoing revision to our Corporate Governance Guidelines, Articles and related policies.
Responsible Gambling • Continued to progress against our 2030 goal of seventy-five percent (75%) of customers using a Play Well tool by end of 2030, with Play Well tool usage increasing 2.7 percentage points to 47.3% of tool usage globally in 2025. Additionally, to reflect our focus in this area, we continue to have Responsible Gambling as a key metric for our annual incentive compensation.
Bolstered our reporting cadence to the Board, introducing a comprehensive quarterly overview of responsible gambling initiatives.
Executive Compensation • Made further updates to our compensation practices to reflect U.S. standards and investor feedback.
Proposal 1:
Election and Re-election of Directors
In accordance with Regulation 91(a) of our Articles, all members of the Board retire at each AGM with those eligible entitled to stand for election/re-election (as appropriate) each year.
Under the guidance of the Nominating and Governance Committee, the Board reviews the structure of the Board, its committees and the individual directors and, as part of that process, considers, among other things, issues of structure, leadership and oversight needs and the mix of skills necessary to guide the Company in executing its long-term strategic objectives. Having carried out this review, the Board considers that it is comprised of actively engaged individuals with diverse skills, experiences and backgrounds that contribute to the effective oversight of the Company. The Board believes these varied qualifications help to inform and oversee decisions regarding the Company's long-term strategic growth.
As previously announced, Mr. Bomhard was appointed as a Non-Executive Director with effect from October 1, 2025, and will retire and put himself forward for election by shareholders at the AGM. Additionally, Mr. Hurley will not seek re-election and will step down from our Board at the conclusion of our AGM. Accordingly, each Director retiring at the AGM is being nominated for election/re-election in accordance with our Articles, with the exception of Mr. Hurley.
VOTE
The Board recommends that you vote "FOR" the election and re-election (as appropriate)
of all nominees to the Board.
In addition, the Board has unanimously nominated Sally Susman and David Kenny, who are not currently serving as Directors, for election at this AGM.
The election/re-election of each Director nominee will be put to the meeting as a separate resolution. Election/re-election (as appropriate) of each Director nominee requires that a simple majority of votes cast in person or by proxy at the AGM must be cast "FOR" the nominee. Abstentions and broker non-votes are not considered votes cast and will not impact the outcome of the vote on this Proposal. The text of the resolution in respect of Proposal 1 is as follows:
''That, by separate resolutions, the following 11 directors be elected/re-elected (as appropriate):
John Bryant
Peter Jackson
Robert (Dob) Bennett
Stefan Bomhard
Nancy Cruickshank
Nancy Dubuc
David Kenny
Holly Keller Koeppel
Carolan Lennon
Christine M. McCarthy
Sally Susman
Meet the Board of Directors
This section of our Proxy Statement contains information about our proposed Board, each nominee who is seeking election/re-election at the AGM, as well as key elements of our corporate governance practices. The Board places great value on strong governance controls, and we have structured our corporate governance in a manner we believe closely aligns with the best interests of the Company and our shareholders as a whole. As discussed above, Mr. Hurley has notified the Board that he will retire following the conclusion of the AGM, and will therefore not stand for re-election at this AGM.
The nominees have consented to being named in this Proxy Statement and to serve if elected/re-elected (as appropriate). The Board has no reason to believe that any nominee will be unavailable or unable to serve as a director, but if for any reason any nominee should not be available or able to serve prior to the date of the AGM, the votes represented by all valid proxies cast in favor of that nominee will be cast by the person or persons acting under said proxy in accordance with the recommendation of the Board.
Age: 60
Director since: April 2023
Chair since: September 2023
Board Committees:
C&HR Committee
Nominating and Governance Committee (Chair)
Career Highlights
John Bryant joined Kellogg Company, a multinational food manufacturing company, in 1998 and served as chief executive officer from January 2011 to September 2017, having previously held a variety of roles, including chief financial officer; president, North America; president international; and chief operating officer. Mr. Bryant joined the board of Kellogg Company in July 2010 and served as chair of the board from July 2014 to March 2018. He also served as a trustee of the W. K. Kellogg Foundation Trust from 2015 to 2018 and was also a non-executive director of Macy's Inc. from January 2015 until May 2023.
Other Public Company Directorships
Current Public Company Boards:
Compass Group Plc
Ball Corporation
Coca-Cola Europacific Partners
Specific Qualifications, Experience, Attributes, Skills
Key strengths and experience
Extensive experience leading a global consumer goods company
Significant expertise in financial, operational and strategic leadership
Educational Background
Mr. Bryant holds a bachelor's degree in business and commerce from Australian National University and earned a master's degree in business administration from the Wharton School at the University
of Pennsylvania and a graduate certificate in cybersecurity from Harvard Extension School.
Age: 50
Director since: February 2016
CEO since: January 2018
Board Committees:
None
Career Highlights
Peter Jackson was appointed as the chief executive officer of Flutter in January 2018. He joined as a non-executive director of Betfair Group plc in April 2013, and, following the merger of Betfair Group plc with the Group, became a non-executive director of the Group in February 2016. Previously, Mr. Jackson was the chief executive officer of Worldpay UK, an operating division of Worldpay Group plc. He was formerly the chief executive officer of Travelex Group. He then joined Banco Santander as head of global innovation and as a director of Santander UK Group Holdings plc. Mr. Jackson's previous experience includes senior positions at Lloyds and Halifax Bank of Scotland, as well as time at McKinsey & Company.
Other Public Company Directorships
Current Public Company
None
Previous Public Company Boards:
Deliveroo plc
Specific Qualifications, Experience, Attributes, Skills
Key strengths and experience
Extensive experience in leading consumer businesses with international reach within a highly regulated industry
Technology and digital consumer sector expertise
Educational Background
Mr. Jackson holds a master's degree in engineering from Cambridge University.
Age: 68
Director since: July 2024
Board Committees:
C&HR Committee
Risk and Sustainability Committee
Career Highlights
Robert (Dob) Bennett is Executive Chairman of the Board of Liberty Media Corporation ("Liberty Media"), a sports media and entertainment company, and of Liberty Live Holdings, Inc. He is also the Managing Director of Hilltop Investments, LLC, a private family investment company. Previously, Mr.
Bennett served as President of Discovery Holding Company, a media and entertainment company. Before that, Mr. Bennett was one of the founding executives of Liberty Media and served in a number of capacities, including as President and Chief Executive Officer. Prior to his tenure at Liberty Media, Mr. Bennett worked at Tele-Communications, Inc. and The Bank of New York.
Other Public Company Directorships
Current Public Company Boards:
Liberty Media - Executive Chairman
Liberty Live Holdings - Executive Chairman
Previous Public Company Boards:
Warner Bros. Discovery, Inc.
Sprint Corporation
Demand Media, Inc.
Discovery Communications Inc.
Liberty Interactive Corporation
HP Inc.
Specific Qualifications, Experience, Attributes, Skills
Key strengths and experience
Extensive experience with financial and strategic leadership responsibilities
Deep operating expertise in sports, entertainment and media
Educational Background
Mr. Bennett holds a bachelor's degree in Economics from Denison University and an MBA from Columbia University.
Age: 58
Director since: October 2025
Board Committees:
C&HR Committee
Nominating and Governance Committee
Career Highlights
Mr. Bomhard served as the Chief Executive Officer and member of the board of directors of Imperial Brands plc ("Imperial Brands"), a global consumer-focused company in the tobacco and nicotine industry, from July 2020 until his retirement as Chief Executive Officer on October 1, 2025 and as a director on December 31, 2025. Prior to his time at Imperial Brands, Mr. Bomhard served as the Chief Executive Officer of Inchcape plc ("Inchcape"), a global distribution and retail leader in the premium and luxury automotive sectors, from April 2015 until June 2020. Prior to Inchcape, Mr. Bomhard was president of Bacardi Limited's European region and was also responsible for Bacardi's Global commercial organization and Global Travel Retail. Additional previous roles held by Mr. Bomhard include Chief Commercial Officer of Cadbury plc and Chief Operating Officer of Unilever Food Solutions Europe. This followed senior management and sales and marketing positions at Diageo (Burger King) and Procter & Gamble.
Other Public Company Directorships
Current Public Company Boards:
The Magnum Ice Cream Company N.V.
Previous Public Company Boards:
Compass Group plc
Imperial Brands plc
Inchcape plc
Specific Qualifications, Experience, Attributes, Skills
Key strengths and experience
Wealth of experience working in international environments, particularly in operations, sales and brand leadership in retail and consumer companies
Deep and wide-ranging career in fast-moving consumer goods and challenger businesses
Educational Background
Mr. Bomhard holds a bachelor's degree in business administration from Middlesex University, a Diplombetriebswirt (FH) from Reutlingen University Germany and a Ph.D. in marketing from the University of Bradford.
Age: 55
Director since: May 2019
Board Committees:
Audit Committee
Risk and Sustainability Committee (Chair)
Career Highlights
Nancy Cruickshank is a serial entrepreneur and digital leader, and presently works as an operating partner at Exponent PE as part of a plural non-executive portfolio. Her last start-up, My Showcase, was named by the Sunday Times as one of the 15 fastest-growing start-ups in the United Kingdom in 2016, and was acquired by Miroma Group in February 2018. Prior to this Ms. Cruickshank was Chief Digital Officer at Carlsberg Group AS. Ms. Cruickshank previously worked in the digital industry for over 25 years, including launching Condé Nast online in 1996, overseeing Telegraph Media Group's Digital business and developing the fashion and beauty market leader Handbag.com between 2001 and 2006, leading to a successful sale to Hearst Corporation in 2006.
Other Public Company Directorships
Current Public Company Boards:
Allegro.EU SA
Previous Public Company Boards:
Telecity Group
Specific Qualifications, Experience, Attributes, Skills
Key strengths and experience
Extensive digital and entrepreneurial expertise
A wealth of Non-Executive Director experience
Educational Background
Ms. Cruickshank holds a bachelor's degree in history from Leeds University.
Age: 57
Director since: April 2021
Board Committees:
C&HR Committee
Risk and Sustainability Committee
Career Highlights
Nancy Dubuc held the position of chief executive officer of VICE Media Group, a digital media and broadcasting company, from January 2018 until February 2023, where she was responsible for the definition, strategic growth and performance of the organization's five distinct global lines of business - VICE TV, VICE News, Digital Publishing, Global Studios and Virtue, the company's global creative agency. In 2019, she led the acquisition and integration of Refinery29 and expanded VICE News globally. VICE Media Group filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in May 2023. Before joining VICE, Ms. Dubuc spent her career at A+E Networks beginning in 1999 and rising through the ranks to chief executive officer from 2013 until 2018. During her tenure, she launched A+E Studios and A&E Indie Films and led their global expansion and digital migration.
Other Public Company Directorships
Current Public Company Boards:
Warner Music Group Corp.
WEBTOON Entertainment Inc.
Previous Public Company Boards:
None
Specific Qualifications, Experience, Attributes, Skills
Key strengths and experience
Extensive media, digital and publishing experience
Significant number of years' experience in senior leadership
Educational Background
Ms. Dubuc holds a bachelor of science degree in communications from Boston University.
Age: 64
Director since: Upon election at this AGM
Board Committees:
None
Career Highlights
David Kenny currently serves as the Chairman for Best Buy Co., Inc., the world's largest specialty consumer electronics retailer. Mr. Kenny also serves as independent director of Nielsen Holdings plc, having previously held the position of Chief Executive Officer from 2018 to 2023. Before joining Nielsen,
Mr. Kenny served as Chairman and Chief Executive Officer of The Weather Company, LLC from 2012 to 2016 and, following its sale to IBM, as Senior Vice President of IBM's Watson & Cloud platform. Prior to that, Mr. Kenny served as President of Akamai Technologies, Inc., Co-Managing Partner of the Publicis Groupe S.A., Chairman and Chief Executive Officer of Digitas, Inc. and Senior Partner at Bain & Company. Currently, Mr. Kenny serves as Chairman of the Board for Teach for America.
Other Public Company Directorships
Current Public Company Boards:
Best Buy Co., Inc.
Previous Public Company Boards:
Digitas, Inc.
Specific Qualifications, Experience, Attributes, Skills
Key strengths and experience
Proven track record leading complex tech/media and marketing businesses
Vast governance experience with both public and private companies
Educational Background
Mr. Kenny holds a B.A. in industrial administration from the GM Institute (now Kettering University) and an MBA from Harvard Business School.
Age: 67
Director since: May 2021
Board Committees:
Audit Committee (Chair)
Nominating and Governance Committee Risk and Sustainability Committee
Career Highlights
Holly Keller Koeppel was a senior adviser to Corsair Capital LLC, a specialized investment firm, up until April 2018, where she had previously served as managing partner and co-head of infrastructure from 2015 until her retirement in 2017. From 2010 to 2015, Ms. Keller Koeppel was partner and global co-head of Citi Infrastructure Investors, a division of Citigroup. Ms. Keller Koeppel served as executive vice president and chief financial officer for American Electric Power Corporation from 2006 to 2009. Prior to 2000, Ms. Keller Koeppel held a series of senior operational executive leadership positions in American Electric Power Company, Inc. and Consolidated Natural Gas Company.
Other Public Company Directorships
Current Public Company Boards:
AES Corporation
Core Natural Resources, Inc. (previously Arch Resources)
Shell plc
Previous Public Company Boards:
British American Tobacco plc
Vesuvius plc
Specific Qualifications, Experience, Attributes, Skills
Key strengths and experience
Broad international experience
in consumer goods, commodities and energy
Extensive experience with operational and financial leadership responsibilities in infrastructure and energy
Educational Background
She holds both a bachelor of science degree in business administration and an MBA from Ohio State University.
Age: 59
Director since: July 2022
Board Committees:
Audit Committee
Nominating and Governance Committee
Career Highlights
Carolan Lennon was the country lead for Salesforce Ireland, a cloud-based software company, from July 2022 until her retirement in January 2026. Prior to this, Ms. Lennon was the chief executive officer of eir Limited, a major Irish telecoms company, from 2018 to 2022. Before that position, she held a variety of executive roles at eir Limited, including managing director of Open eir and acting managing director consumer and chief commercial officer. Prior to joining eir, she held a number of senior roles in Vodafone Ireland, including consumer director and marketing director. From 2016 to 2022, Ms. Lennon also served as an independent director at AIB, Ireland's largest bank, including as its senior independent director from April 2020 to June 2022.
Other Public Company Directorships
Current Public Company Boards:
None
Previous Public Company Boards:
AIB Group plc
Specific Qualifications, Experience, Attributes, Skills
Key strengths and experience
Significant experience of regulated consumer facing digital businesses
Significant senior management, operational and sustainability experience
Educational Background
Ms. Lennon holds a bachelor's degree in information technology from University College Dublin and an MBA from Trinity College Dublin.
Age: 70
Director since: July 2024
Board Committees:
Audit Committee
Risk and Sustainability Committee
Career Highlights
Christine M. McCarthy was formerly the Senior Executive Vice President and Chief Financial Officer of The Walt Disney Company ("Disney"), a multinational media entertainment company, from 2015 until June 2023. She most recently served as a Strategic Advisor of Disney from July 2023 until June 2024. Prior to her appointment as Chief Financial Officer, she held positions of increasing responsibility at Disney, serving as Executive Vice President, Corporate Real Estate, Alliances and Treasurer from 2005 to 2015, after joining Disney as Senior Vice President and Treasurer in January 2000. Ms. McCarthy previously served as Executive Vice President and Chief Financial Officer of Imperial Bancorp from 1997 to December 1999.
Other Public Company Directorships
Current Public Company Boards:
The Procter & Gamble Company
FM Global
CoStar Group
Previous Public Company Boards:
None
Specific Qualifications, Experience, Attributes, Skills
Key strengths and experience
Extensive financial experience in consumer businesses
Significant senior management and strategic experience
Educational Background
Ms. McCarthy holds a bachelor's degree in Biological Sciences from Smith College and an MBA in finance and marketing from the John E. Anderson Graduate School of Management-UCLA.
Age: 64
Director since: Upon election at this AGM
Board Committees:
None
Career Highlights
Sally Susman held the position of Executive Vice President and Chief Corporate Affairs Officer for Pfizer Inc., a multinational pharmaceutical and biotechnology company from 2018 until December 2025, and, before that, she served as Pfizer's Executive Vice President of Corporate Affairs (formerly Policy, External Affairs and Communications) from 2010 to 2018. Before joining Pfizer in 2007, Ms.
Susman served as the Chief Communications Officer of the Estée Lauder Companies Inc. and as Executive Vice President of Global Communications for the American Express Company.
Other Public Company Directorships
Current Public Company Boards:
UL Solutions, Inc.
Previous Public Company Boards:
Equity Office Properties Trust
WPP plc
Specific Qualifications, Experience, Attributes, Skills
Key strengths and experience
Significant leadership experience
Experience in communications and public affairs as well as Government relations
Educational Background
Ms. Susman holds a bachelor's degree in Government from Connecticut College.
2025 Board and Committee Evaluation
The performance evaluation to assess the performance of the Board, its committees and directors for 2025 was internally facilitated during the fourth quarter of 2025. The purpose of the board evaluation was to understand the Board members' opinions on the balance of skills, experience, independence, knowledge and diversity of the Board, the effectiveness of the Board and its Committees and how well they each work together, as well as individual director performance. The Board evaluation process included the completion of one-to-one interviews between the Chair and each individual director and detailed director questionnaires. During its evaluation, the Board considered:
Board dynamics, behaviors and culture;
Board leadership, composition, and succession planning for current and future Board skills requirements;
the performance and cohesion of the Board and its committees, reflecting the current and future business model, the strategy of the Group, and risk oversight;
the individual competence of each member of the Board;
the roles and responsibilities and evidence of the strengths of the Board and its committees;
any areas inhibiting the Board and its committees from being fully effective; and
the quality of materials presented and operation of Board meetings.
During a Board meeting held on February 12, 2026, the Chair presented a report on the outcome of the 2025 performance evaluation, which summarized the feedback and highlighted key themes for consideration by the Board. It was agreed that
a detailed action plan would be presented to the Board and progress against these will be monitored by the Nominating and Governance Committee and the Company Secretary during 2026.
The directors self-assess their performance annually
Annual Written Questionnaire
Discussions with Chair
Committee/Board Private Sessions
Focus Areas
Open-ended questions to solicit candid feedback.
Topics covered include Board:
Cadence of meetings, focus of agendas, time allocation, subject matter experts, and meeting conduct
Board culture and dynamics, cohesion and debate amongst Directors
Leadership structure and adequacy of succession plans
Accessibility to management
Composition and potential skills gaps for board refreshment
Committee effectiveness and division of responsibilities
The Chair conducts annual and ad hoc one-on-one discussions with each director to discuss their feedback on individual contributions and perspectives on the collective performance of the Board.
These discussions consider constructive challenge and debate at Board meetings, and utilization of individual directors' unique skills and experience.
The Chair also collects feedback from Directors on the performance of the CEO.
Each committee and the full Board review the results of their respective evaluations in private sessions. The Board discussion is led by the Chair. The discussions are led by the individual committee chair.
Additionally, an executive session is scheduled, in absence of the Chair, where the Non-Executive Directors provide feedback on the performance of the Chair.
Executive Succession Planning: The Nominating and Governance Committee can further support the Board's oversight of Executive Succession Planning by continuing to focus on maintaining high-quality succession plans for key Executive roles.
Risk and Sustainability Committee: Continue to monitor horizon scanning and emerging risks to ensure the most important risks are discussed during meetings. Given the fast paced and dynamic nature of the industry, systemic risk scanning should include changing industry dynamics, competitors, regulation, and emerging trends, and evolving challenges.
Following the 2025 annual Board and committee evaluation, the Board found that the performance of each of the directors continues to be effective and that each Director demonstrates commitment to the role, has sufficient time to meet his or her commitment to the Company and has individual skills and experience which are relevant and beneficial to support the Board in fulfilling its duties. A summary of the skills and experience of each of our current Directors and new Director nominees is set out below.
As noted above, under our Articles, each Director is required to retire at each annual general meeting and may, if eligible, offer themselves for election/re-election. Accordingly, you are being asked to vote on the election/re-election (as appropriate) of the 11 Director nominees for a term expiring at our 2027 AGM.
Disclaimer
Flutter Entertainment plc published this content on April 16, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 16, 2026 at 13:25 UTC.