01—Abstract
Summary
Summary of the 8-K filed April 23, 2024. Cited figures are marked; the original filing is the authoritative source.
Flutter Entertainment plc filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish a Supplementary Information Statement for Beneficial Holders, dated April 23, 2024, issued in connection with its 2024 Annual General Meeting scheduled for May 1, 2024.
The statement is filed as Exhibit 99.1 and is incorporated by reference. It is a shareholder communication rather than a financial disclosure, and the filing contains no financial results, financial statements, or quantitative figures. The core message concerns voting mechanics for beneficial holders who hold shares through a bank, broker, or other intermediary in the DTC settlement system as of March 28, 2024.
The filing states that the Notice of AGM published on April 2, 2024 said that shares not directed by the holder would not be voted on any "non-routine" matter. The New York Stock Exchange has now advised that all proposed resolutions are considered non-routine, so beneficial holders must instruct their bank or broker on each resolution. Holders who previously submitted voting instructions without directing their intermediary on matters previously treated as routine are asked to review those instructions.
The statement clarifies that it does not amend the Notice of AGM and that all other information in the Notice and the proxy card remains in effect. The AGM will be held on Wednesday, May 1, 2024 at Flutter's headquarters in Dublin, Ireland, and questions can be directed to the broker or bank or to Flutter at [email protected].
02—Key points
Key Highlights
- Form 8-K filed April 23, 2024 under Item 7.01 (Regulation FD Disclosure), furnishing Exhibit 99.1
- Exhibit 99.1 is a Supplementary Information Statement for Beneficial Holders tied to the 2024 Annual General Meeting on May 1, 2024
- The NYSE has advised that all proposed AGM resolutions are considered "non-routine"
- Beneficial holders who hold shares through intermediaries in the DTC system must instruct their bank or broker on how to vote on each resolution
- Beneficial holders who previously submitted voting instructions should review them, particularly for matters previously considered routine
- The statement does not amend the original Notice of AGM published April 2, 2024, and the proxy card remains in effect
- The filing contains no financial results or quantitative financial data
03—Questions
Frequently Asked Questions
Why is Flutter issuing this supplementary statement?
The Notice of AGM published on April 2, 2024 said that beneficial holders who did not direct their bank or broker on how to vote would not have their shares voted on non-routine matters. The New York Stock Exchange has since advised that all proposed resolutions are non-routine, so the statement alerts holders to this change.
Who is affected by this notice?
It applies to underlying beneficial shareholders who hold Flutter shares through an intermediary such as a bank or broker in the DTC settlement system as of March 28, 2024.
What should beneficial shareholders do now?
They should instruct their bank, broker, or other nominee on how to vote on each proposed resolution. Those who already submitted instructions and did not direct voting on previously routine matters should review and update them.
When and where is the AGM being held?
The AGM will be held on Wednesday, May 1, 2024 at Flutter's headquarters at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin D04 V972, Ireland.
Does this statement change the original AGM materials?
No. The filing states that it does not act as an amendment to the Notice of AGM and that, except as supplemented, the Notice and proxy card remain in full force and effect.
04—Continue