Skillz (SKLZ) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on December 9, 2024, with voting on director elections, auditor ratification, and a charter amendment to allow the Board to fill vacancies without a waiting period.

• Proxy materials are delivered primarily via the Internet to reduce costs and environmental impact, with paper copies available upon request.

• The record date for voting is October 7, 2024, and both Class A and Class B shares vote as a single class, with Class B shares having 20 votes per share.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying Grant Thornton LLP as the independent auditor for 2024, and amending the Charter to allow the Board to fill vacancies immediately.

• The Board recommends voting FOR all director nominees and FOR the other proposals.

• Shareholder proposals for the 2025 meeting must be submitted by June 2025 to be included in the proxy statement.

Board of directors and corporate governance

• The Board consists of six members, with a mix of independent and non-independent directors, and all are standing for reelection.

• The Nominating Committee considers diversity, experience, and independence in director selection.

• The company qualifies as a "controlled company" under NYSE rules, allowing exemptions from certain independence requirements.

• The Board conducts annual self-evaluations and regular executive sessions of non-employee directors.

• Stockholders can communicate with the Board via email or mail, and director nominations by stockholders are permitted under specific procedures.