Flutter Entertainment : 2025 Notice of AGM & Definitive Proxy Statement

Published: 2025-04-25 02:38:29 ET FLUT

A Message from our Chair

Dear Fellow Shareholders,

On behalf of our entire Board of Directors, we cordially invite you to attend our 2025 Annual General Meeting ("AGM") of Shareholders, to be held on June 5, 2025, 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 be able to 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 2024 financial highlights as well as insights into the advancement of our strategic priorities and corporate governance processes during 2024. We are committed to maintaining strong financial and operational discipline while continuing to drive long-term shareholder value. Achieving these priorities begins with our experienced, diverse, and independent Board and our continued commitment to best-in-class governance and accountability.

Full Year 2024 Financial Highlights

$162 Million

$0.24

$14.05 Billion

Net income

Earnings per share (diluted)

Revenue, an increase of 19% YoY

$2,357 Million(1)

$7.27(1)

Adjusted EBITDA

Adjusted earnings per share

$1,602 Million

Net cash provided by operating activities

$941 Million(1)

Free cash flow

1. See Annex A for a reconciliation of this non-GAAP measure to its most directly comparable GAAP measure.

Our Board is responsible for the robust oversight of the Company's strategy, enterprise risk management, stakeholder engagement and governance practices. We remained sharply focused on executing these responsibilities in 2024, as noted by the following examples:

• Board Composition and Refreshment: As part of the Board's ongoing refreshment and succession, the Board appointed Robert (Dob) Bennett and Christine M. McCarthy as independent Non-Executive Directors to the Board with effect from July 30, 2024. These new appointments bring deep entertainment industry expertise to the Board, which is an invaluable asset as we extend our leading position as a global online sports betting and iGaming provider. In light of the retirement of our fellow director, Atif Rafiq, following this AGM, we will ensure that our Board refreshment process continues to identify potential candidates whose skills and expertise align with our strategic imperatives and who share our commitment to the Company's mission and values.

• Evolving Governance Framework: As a result of our listing on the NYSE and transition to being a U.S. domestic filer, the Board approved a number of governance changes, including reconstituting the Remuneration Committee as the Compensation and Human Resources Committee and the Nomination Committee as the Nominating and Governance Committee. The Board also approved new committee charters for each of the Board committees, which align our governance arrangements with practices of other U.S.-listed companies, while continuing to monitor material risks that impact our business and reputation. Finally, the Board adopted Corporate Governance Guidelines and a Code of Ethics, in line with other NYSE-listed companies and U.S. domestic filers.

• Shareholder Feedback: Throughout the year, we undertake regular engagement with our shareholders. Over the course of the past year, Flutter reached out to shareholders representing more than sixty-six percent (66%) of our issued share capital and engaged with shareholders representing approximately fifty-eight percent (58%) of our issued share capital. Shareholder feedback on topics including executive compensation, risk management, safer gambling, talent retention and succession planning, and sustainability was provided to the Board and taken into account in its deliberations.

• Safer Gambling: Our 'Play Well' strategy sets out our commitment to safer gambling and is a fundamental element of the Group's overall strategy. Our regions and brands develop safer gambling programs which are tailored to their individual markets, ensuring compliance with local regulation while also aligning to our global Play Well principles. In addition to regular Board updates, the Risk and Sustainability Committee hold dedicated meetings to discuss safer gambling matters.

I encourage you to read this Proxy Statement, our Annual Report (which includes our annual report on Form 10-K and 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 2024") and our statutory directors report and financial statements and auditors report thereon for the fiscal year ended December 31, 2024 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 follow describe 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 that all of the Proposals set out in the Notice of AGM are in the best interest of shareholders as a whole. Accordingly, the Board unanimously recommends that you vote for "1 Year" regarding the frequency of advisory votes to approve the compensation of our Named Executive Officers and "FOR" each other 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 24, 2025

Notice of 2025 Annual General Meeting of Shareholders

NOTICE OF ANNUAL GENERAL MEETING

Date & Time: Thursday, June 5, 2025 2:00 p.m. Irish time / 9:00 a.m. Eastern time Location of AGM: Flutter Entertainment plc

Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland

Virtual:

Virtual (listen only) access available atwww.virtualshareholdermeeting.com/ FLUT2025

Attendance:

See "General Information about our 2025 AGM" in the Proxy Statement for instructions on how to attend and participate at the AGM.

Record Date: April 10, 2025

Elect and re-elect, as separate resolutions, each of the 9 director nominees identified in this Proxy Statement to the Board of Directors for a term expiring at the next Annual General Meeting

Approval, on an advisory basis, of the compensation of our Named Executive Officers as disclosed in this Proxy Statement

Approval, on an advisory basis, of the frequency (every one, two or three years) of advisory votes to approve the compensation of our Named Executive Officers

Approval of the Flutter Entertainment plc Amended and Restated 2024 Omnibus Equity Incentive Plan

Approval of the Flutter Entertainment plc 2025 Employee Share Purchase Plan

Approval of the Flutter Entertainment plc Sharesave Scheme (as amended and restated)

By separate resolutions to (a) ratify, in a non-binding vote, the appointment of KPMG as Independent Registered Public Accounting Firm and Auditors of the Company; and (b) to authorize, in a binding vote, the Board to fix the compensation of KPMG

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

Renewal of the annual authority of the Board to make market purchases of the Company's shares

Renewal of the annual authority of the Board to determine the price range for the re-issue of treasury shares off market

YOUR VOTE

IS IMPORTANT

Please exercise your shareholder right to vote.

Shareholders will also transact such other business as may properly come before the 2025 AGM or any adjournment or postponement thereof.

Proposals 1, 2, 3, 4, 5, 6, 7, 8 and 10 are ordinary resolutions, requiring the affirmative vote of a majority of the votes cast (in person or by proxy) at the AGM. Proposals 9 and 11 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, 2024 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 Memorandum and Articles of Association (our "Articles") and the Irish Companies Act 2014 (the "2014 Act"), Proposals 1 and 7(a) and 7(b) are deemed to be ordinary business, and Proposals 2, 3, 4, 5, 6, 8, 9, 10 and 11 are deemed to be special business.

The record date for the AGM is April 10, 2025 (the "Record Date"). Only shareholders of record at the close of business on that 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 instead of him or her 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 2025 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 24, 2025

Important Notice Regarding the Availability of Proxy Materials for our AGM to be held on June 5, 2025. Our Notice of Annual General Meeting and Proxy Statement, Annual Report and Accounts 2024, Proxy Card (collectively, the "Proxy Materials"), Irish Statutory Accounts and other materials are available on our website athttps://www.flutter.com/investors/shareholder-information/agm/. The Proxy Materials will be mailed or made available to our shareholders on or about April 24, 2025. 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 24, 2025, we will mail to most of our shareholders the Notice of Availability.

Table of Contents

Proxy Statement Summary

Our CompanyGovernance Transition

Proposal 1: Election and Re-election of Directors

Proposal 2: Advisory Resolution to Approve Executive Compensation

Proposal 3: Advisory Resolution on the Frequency of Future Advisory Resolutions on Executive Compensation Proposal 4: Approval of the Flutter Entertainment plc Amended and Restated 2024 Omnibus Equity Incentive Plan Proposal 5: Approval of the Flutter Entertainment plc 2025 Employee Share Purchase Plan

Proposal 6: Approval of the Flutter Entertainment plc Sharesave Scheme (as amended and restated)

Proposal 7: (a) Ratification of the Appointment of KPMG as Independent Registered Public Accounting Firm and Auditor; and (b) Authority to Set Compensation

Proposal 8: Renewal of the Annual Authority of the Board to Issue Shares

Proposal 9: Renewal of the Annual Authority of the Board to Issue Shares for Cash Without First Offering Shares to Existing Shareholders

Proposal 10: Renewal of the Annual Authority of the Board to Make Market Purchases of the Company's Shares

Proposal 11: Renewal of the Annual Authority of the Board to Determine the Price Range for the Re-issue of Treasury Shares Off Market

6 7 7 7 8 8

Corporate Governance

Governance Highlights

Guiding Principles, Corporate Governance Practices and Policies of the Board Board Structure

Non-Executive Directors Board Committees Director Recruitment

Process for Shareholders to Recommend Director Nominees Director Orientation and Onboarding

Risk Management

The Board's Role in Risk Oversight Risk and Sustainability Committee Culture of Compliance

Corporate Governance Guidelines Code of Ethics

PDMR and Group Securities Dealing Codes Shareholder Engagement

Human Capital Management Overview

Proposal 1: Election and Re-Election of Directors

19 22

Meet the Board of Directors

2024 Board and Committee Evaluation Experience and Skills of Our Directors Overall Board Composition

Minimum Equity Ownership Guidelines for Non-Executive Directors Director Compensation for Fiscal Year 2024

Proposal 2: Advisory Resolution to Approve Executive Compensation

Proposal 3: Advisory Resolution on the Frequency of Future Advisory Resolutions to Approve Executive Compensation

Proposal 4: Approval of the Flutter Entertainment plc Amended and Restated 2024 Omnibus Equity Incentive Plan

31 33 34 35

Background

Reasons to Vote for this Proposal

Number of Shares Subject to Plan-Share Usage Rate and Dilution Summary of the Amended Plan

New Plan Benefits

Proposal 5: Approval of the Flutter Entertainment plc 2025 Employee Share Purchase Plan

Summary of the 2025 ESPP

Summary of Material U.S. Federal Income Tax Considerations

Proposal 6: Approval of the Flutter Entertainment plc Sharesave Scheme (as amended and restated)

Summary of the Amended Sharesave Scheme

52 53 53 56 58 59

Proposal 7: (a) Ratification of the Appointment of KPMG as Independent Registered Public Accounting Firm and Auditor; and (b) Authority to Set Compensation

Vote Required

Audit Fees

Pre-Approval Policies and Procedures

Report of the Audit Committee

Proposal 8: Renewal of the Annual Authority of the Board to Issue Shares

Proposal 9: Renewal of the Annual Authority of the Board to Issue Shares for Cash without first Offering Shares to Existing Shareholders

Proposal 10: Renewal of the Annual Authority of the Board to Make Market Purchases of the Company's Shares

Proposal 11: Renewal of the Annual Authority of the Board to Determine the Price Range for the Re-Issue of Treasury Shares Off Market

Executive Officers

Compensation Discussion and Analysis

A Message to Our Shareholders

66 66 66 67 68 70 72 74 76 79 79

Introduction 81

Summary of Compensation and Human Resources Committee Actions and Highlights in 2024 81

2024 Named Executive Officers 81

Executive Transitions in 2024 82

Business Highlights 82

Shareholder Outreach 83

Say on Pay 84

Compensation Guiding Principles 85

Overview of Our Executive Compensation Program 86

Stakeholders in Compensation Determination Process 88

2024 Compensation Decisions and Outcomes 90

Other Compensation and Benefits 99

Employment Agreements 99

Report of the Compensation and Human Resources Committee 104

Compensation Tables 105

Summary Compensation Table 105

Grants of Plan-Based Awards 108

Outstanding Equity Awards 110

Options Exercised and Stock Vested 114

Non-Qualified Deferred Compensation 114

Potential Payments Upon Termination or Change in Control 114

CEO Pay Ratio 118

Pay vs Performance 119

Security Ownership of Certain Beneficial Owners and Management 122

Securities Authorized for Issuance Under Equity Compensation Plans 124

Certain Relationships and Related Person Transactions 125

Shareholder Proposals and Nominations for Our 2026 AGM 126

General Information About Our 2025 AGM 127

The Proxy Materials 127

Mailing of Proxy Materials 127

Notice of Internet Availability of Proxy Materials 127

Shares to be Voted at the AGM 128

Annual General Meeting Quorum 128

Required Votes 128

Shareholder Categories 131

Proxy Appointment 131

Voting at the AGM

132

Rules of Conduct

133

Listening to the AGM via Webcast

134

Revocation of Your Vote

134

Confidentiality of Your Vote

134

Proxy Solicitation

134

Voting Results

134

Other Information

135

Contacting Our Company Secretary

135

Householding of Annual General Meeting Materials

136

Other Matters

137

Annex A - Non-GAAP Figures

A-1

Annex B - Flutter Entertainment plc Amended and Restated 2024 Omnibus Equity Incentive Plan

B-1

Annex C - Flutter Entertainment plc 2025 Employee Share Purchase Plan

C-1

Annex D - Flutter Entertainment plc Sharesave Scheme (as amended and restated)

D-1

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, 2024. 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.

Table of Contents

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 2025 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.

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. Flutter operates a diverse portfolio of leading online sports betting and iGaming brands including FanDuel, Sky Betting & Gaming, Sportsbet, PokerStars, Paddy Power, Sisal, tombola, Betfair, MaxBet, Junglee Games and Adjarabet. Our ambition is to leverage our significant scale 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 to stay ahead of the competition, as well as our clear vision for sustainability through our Positive Impact Plan.

Governance Transition

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 are no longer eligible to use the rules designed for foreign private issuers and are instead considered a U.S. domestic issuer. As a result, we are now required to comply with, among other things, U.S. proxy requirements, and this Proxy Statement is therefore our first U.S. proxy statement.

Flutter Entertainment plc

2025 Proxy Statement

Disclaimer

Flutter Entertainment plc published this content on April 24, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 25, 2025 at 06:36 UTC.