Skillz (SKLZ) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on December 29, 2025, with voting on director elections, auditor ratification, executive compensation, and other business.

• Shareholders of record as of November 17, 2025, are eligible to vote, with each Class A share having one vote and each Class B share having 20 votes.

• The Board recommends voting in favor of all proposals, including the election of seven directors and the ratification of Deloitte & Touche LLP as auditor.

Voting matters and shareholder proposals

• Proposals include electing seven directors, ratifying Deloitte & Touche LLP as auditor, and an advisory vote on executive compensation.

• Shareholder proposals for the 2026 meeting must be submitted by August 20, 2026, for inclusion in the proxy statement.

• Shareholders can vote by internet, phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• The Board will expand to seven members if Gary Vecchiarelli is elected.

• Four current directors and the new nominee are independent; the CEO controls a majority of voting power via Class B shares.

• The company uses the NYSE controlled company exemption, allowing a non-fully independent Nominating Committee.

• Board committees include Audit, Compensation, and Nominating, with periodic self-evaluations and regular executive sessions.

• Special committees were formed for material weakness remediation, share repurchases, litigation, and CEO compensation.