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 primarily delivered electronically to reduce costs and environmental impact, with paper copies available upon request.

• The record date for voting eligibility is October 7, 2024, and voting can be done online, by phone, mail, or during the meeting.

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 give the Board authority to fill vacancies immediately.

• The Board recommends voting FOR all proposals.

• Procedures for submitting shareholder proposals for the 2025 meeting are detailed, with deadlines and requirements specified.

Board of directors and corporate governance

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

• The CEO holds all Class B shares, controlling a majority of voting power, qualifying the company as a "controlled company" under NYSE rules and allowing certain governance exemptions.

• The Board has Audit, Compensation, and Nominating Committees, with defined roles and annual self-evaluations for continuous improvement.

• The company has a Code of Business Conduct and Ethics and Corporate Governance Guidelines available online.