FuboTV Inc.
For the period ended Dec 31, 2024. Filed Apr 29, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Apr 29, 2025
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Contents
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. As it is only a summary, you should read the entire Proxy Statement carefully before voting. This Proxy Statement and the Company’s Annual Report for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) will be released on or about April 29, 2025 to our shareholders on the Record Date.
| MEETING INFORMATION | |||
|---|---|---|---|
| Your vote is important. Please submit your proxy as soon as possible (see “How Do I Vote?” on page 10 for voting instructions). | |||
| MEETING DATE | RECORD DATE | MEETING TIME | VIRTUAL MEETING ONLY |
| Tuesday, June 17, 2025 | April 22, 2025 | 12:00 p.m. Eastern Time | www.virtualshareholdermeeting.com/FUBO2025 using your 16-digit control number included in your Notice of Internet Availability of Proxy Materials on your proxy card or on the instructions that accompanied your proxy materials. |
| VOTING METHODS | ||||
|---|---|---|---|---|
| You may vote in advance of the virtual meeting using one of these voting methods: | ||||
| VIA THE INTERNET | CALL TOLL FREE | MAIL SIGNED PROXY CARD | ||
| www.proxyvote.com | Follow instructions shown on your proxy card | If you received paper materials, mail to: Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717 | ||
| MEETING AGENDA | BOARD RECOMMENDATION | |
|---|---|---|
| PROPOSAL 1: | To elect David Gandler, Edgar Bronfman Jr., Ignacio Figueras, Neil Glat, Julie Haddon, Daniel Leff and Laura Onopchenko as directors to serve until the 2026 Annual Meeting of Shareholders | FOR EACH NOMINEE |
| PROPOSAL 2: | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 | FOR |
| PROPOSAL 3: | To approve, on an advisory (non-binding) basis, the compensation of our named executive officers | FOR |
| PROPOSAL 4: | To approve an amendment to the Company’s 2020 Equity Incentive Plan to, among other things, increase the number of shares of Common Stock available for issuance | FOR |
| PROPOSAL 5: | To approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 4 | FOR |
2025 Proxy Statement 1
COMPANY OVERVIEW AND 2024 BUSINESS HIGHLIGHTS
WHO WE ARE
With a global mission to aggregate the best in TV, including premium sports, news and entertainment content, through a single app, Fubo aims to transcend the industry’s current TV model.
Fubo is a sports-first, cable TV replacement product, offering subscribers access to tens of thousands of live sporting events annually, as well as leading news and entertainment content. Our platform allows customers to access content through streaming devices and on SmartTVs, mobile phones, tablets, and computers. Leveraging Fubo’s proprietary data and technology platform optimized for live TV and sports viewership, subscribers can engage with the content they are watching through an intuitive and personalized streaming experience. The Company operates Fubo in the United States, Canada and Spain and Molotov in France.
We drive our business model with three core strategies:
Grow our paid subscriber base;
Optimize our content portfolio, engagement and retention; and
Increase monetization through subscription and advertising.
2024 BUSINESS HIGHLIGHTS AND ANNOUNCEMENT OF PENDING BUSINESS COMBINATION
Fubo closed out 2024 with record-breaking total revenue and paid subscribers in North America while improving global key profitability metrics by over $100 million on an annual basis for the second consecutive year. We believe these results reflect our high-quality execution, resilience amidst industry transformation, and steadfast commitment to the consumer. Furthermore, our results demonstrate further progress towards our 2025 profitability goal. One of our key priorities throughout the year remained providing users with an exceptional experience characterized by quality, innovation, compelling content, and ease of use. In 2024, we made strategic investments to support these goals which have already started to yield results, and we believe they will continue to deliver significant value for all our stakeholders. For example, through our investments in product, infrastructure and streaming quality, we drove North America viewership to over 1.7 billion hours in 2024, our highest year yet. Furthermore, according to Comscore, Fubo ranked among the U.S.’s top 10 most-watched video services in 2024, alongside Spectrum TV, ESPN and Netflix. 2024 marked the first time Fubo appeared in the top 10, ranking above 40 other video services including Pluto, Amazon Prime Video and Tubi.
Key performance highlights for 2024 (versus 2023) include:1
GLOBAL BUSINESS
| $1.62BRevenue(up 19%) | $115MImprovement inAdjusted EBITDA | $104MImprovement inFree Cash Flow |
|---|
1 Adjusted EBITDA and Free Cash Flow are non-GAAP measures. Adjusted EBITDA is defined as Net Loss from Continuing Operations, adjusted for depreciation and amortization, impairment of other assets, stock-based compensation, certain litigation and transaction expenses, income tax provision (benefit), and other income (expense). Free Cash Flow is defined as net cash used in operating activities - continuing operations, reduced by capital expenditures (consisting of purchases of property and equipment), purchases of intangible assets and capitalization of internal use software. A reconciliation of Adjusted EBITDA to Net Loss from Continuing Operations, and of Free Cash Flow to net cash used in operating activities - continuing operations, the most directly comparable GAAP measures, for 2023 and 2024 is attached to this proxy statement as Appendix B.
2025 Proxy Statement 3
NORTH AMERICA BUSINESS
| $1.59BRevenue(up 19%) | 1.676MPaid Subscribers(up 4%) | $85.97Average Revenue Per User(up 5%) |
|---|
Our 2024 performance reaffirms our belief that Fubo’s aggregated video bundle delivered through a premium, personalized streaming experience, offers value for our customers, media partners, and shareholders.
PENDING BUSINESS COMBINATION WITH HULU + LIVE TV
Building on our strong 2024 performance and the momentum in our business, we are thrilled to have announced in early January 2025 a definitive agreement with The Walt Disney Company to combine the Hulu + Live TV and Fubo businesses. Under the terms of the definitive agreement, at closing, Disney will own approximately 70% of the combined company. Fubo’s existing management team, led by Fubo Co-founder and CEO David Gandler, will operate the newly combined Fubo and Hulu + Live TV businesses, which will continue to operate as separate and distinct consumer brands. Fubo will continue to trade on the New York Stock Exchange following closing. We believe this is a game-changing opportunity to establish a leading streaming company that prioritizes consumer choice, flexible packages, and a cutting-edge user experience.
The closing of the business combination is subject to certain closing conditions specified in the business combination agreement, including, among other things, obtaining requisite shareholder and regulatory approval. Fubo will hold a special meeting of shareholders seeking approval of the business combination and related transactions. For more information regarding the proposed business combination, please see our Current Report on Form 8-K filed with the SEC on January 10, 2025.
2024 GOVERNANCE HIGHLIGHTS
Our Board of Directors is committed to building long-term shareholder value and maintaining sound corporate governance practices. We highlight some of our corporate governance practices below, as discussed further in this Proxy Statement.
| BOARD INDEPENDENCE & COMPOSITION | GOVERNANCE POLICIES & PRACTICES |
|---|---|
| •Number of directors: 7•Majority of independent directors •100% independent audit, compensation and nominating and corporate governance committees•All directors attended at least 75% of Board and committee meetings in 2024•Independent directors hold regular executive sessions | •Annual director elections•Annual Board self-evaluations•Active shareholder engagement program•Corporate Governance Guidelines formalize policy of considering a mix of backgrounds and experiences in selecting director nominees•All employees, officers and directors must adhere to a Code of Business Conduct and Ethics and Related Person Transactions Policy |
2024 COMPENSATION HIGHLIGHTS
We endeavor to maintain sound executive compensation policies and practices consistent with our executive compensation philosophy. The following table highlights some of our executive compensation policies and practices, which are structured to drive performance and align our executives’ interests with our shareholders’ long-term interests. For more detailed information, please see the discussion under “Compensation Discussion and Analysis—Our Executive Compensation Best Practices.”
2025 Proxy Statement 4
| WHAT WE DO . . . | WHAT WE DON’T DO . . . |
|---|---|
| üPay for PerformanceüSignificant Portion of Compensation is At-RisküIndependent Compensation ConsultantüAnnual Review of CompensationüAnnual Compensation Risk AssessmentüMulti-Year Vesting RequirementsüDouble-Trigger VestingüAnnual Say-on-Pay VoteüActive Shareholder Engagement ProgramüCompetitive Peer Group | XNo Hedging/Pledging of Company StockXNo Excessive PerquisitesXNo Stock Option Repricing under Restated PlanXNo Defined Benefit Pension Plans or Any Nonqualified Deferred Compensation Plans |
SHAREHOLDER ENGAGEMENT
Fubo’s Board, Compensation Committee and management value feedback provided by our shareholders, including feedback related to our executive compensation programs and practices. We engage with our shareholders on various matters, including business performance and strategy, corporate governance and executive compensation practices, and environmental and social matters. Our cross-functional team that participates in these discussions to address investors’ specific focus areas generally includes members of our Investor Relations and Legal departments, as well as our executive officers.
We cover a wide range of topics in these meetings, including business performance and strategy, executive compensation, corporate governance, environmental and social matters, and human capital management. A summary of the specific feedback we received from our shareholders on executive compensation matters during our engagement efforts, including our two largest shareholders, and the specific actions we took in response to the feedback, is discussed under “Compensation Discussion and Analysis— Response to 2024 Say-on-Pay Vote and Shareholder Engagement” and “—Key Executive Compensation Elements and Decisions for 2024.” Based on investor feedback, we also provided enhanced disclosure regarding our human capital management in our Annual Report.
2025 Proxy Statement 5
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.