Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 8, 2020,
the board of directors (the “Board”) of Flying Eagle Acquisition Corp. (the “Company”) appointed Alan
Mnuchin and Laurence E. Paul to the Board. Mr. Mnuchin was appointed to serve as a Class II director with a term expiring at
the Company’s second annual meeting of stockholders. Mr. Paul was appointed to serve as a Class III director with a
term expiring at the Company’s third annual meeting of stockholders.
The Board appointed
Messrs. Mnuchin and Paul, who were determined to be “independent directors” as defined in the applicable rules of The
New York Stock Exchange, to the Board’s Audit Committee. The Board also appointed Mr. Mnuchin to the Nominating and Corporate
Governance Committee.
Mr. Mnuchin, 59, has
been chief executive officer of Ariliam Group since January 2019. Mr. Mnuchin founded AGM Partners LLC, a merchant banking boutique
firm focusing on companies in the media and entertainment and related industries, and was the managing principal there from May
2003 to December 2018. Prior to founding AGM Partners LLC, Mr. Mnuchin was the global head of the Media Group in the Investment
Banking Division of Lehman Brothers Holdings Inc. from February 2000 to May 2003. Mr. Mnuchin was also the head of the Media &
Entertainment Group in the Investment Banking Department at The Bear Stearns Companies, Inc. from 1996 to 2000 and a vice president
in the CME Group at Goldman Sachs & Co. from 1984 to 1996. From January 2019 to March 2019, Mr. Mnuchin served as a director
of Target Hospitality Corp. (Nasdaq: TH). Mr. Mnuchin received an M.B.A. from the University of Chicago in 1984 and a B.S. from
the Wharton School at the University of Pennsylvania in 1982.
Mr. Paul, 55, has been
the co-founder and managing principal of Laurel Crown Partners since 2001. Mr. Paul has extensive experience in private equity
investing, the identification, negotiation and purchase of new portfolio companies, sale of existing entities and general strategic
and financial involvement and oversight of portfolio companies. From 1994 to 2001, Mr. Paul worked at Credit Suisse (NYSE: CS)
in various investment banking roles such as senior vice president and managing director of the Investment Banking Division. Mr.
Paul is currently a member of the board of directors for several organizations, including: Harvard Medical School’s Board
of Fellows, Harvard Alumni Association, Children’s Hospital of Los Angeles, Pittsburgh Steelers Football Club, Chuck Noll
Foundation for Brain Injury Research, Five Four Clothing, Crew Knitwear, Kova International, Nano Global, Vereco and P&P Real
Estate LLC. From 2013 to 2017, Mr. Paul was a member and later chairman of the American Red Cross’ audit committee. Mr. Paul
holds a B.A. from Harvard College, a M.D. from Harvard Medical School and an M.B.A. from Stanford University.
On May 8, 2020,
the Company entered into indemnity agreements (the “Indemnity Agreement”) with each of Messrs. Mnuchin and Paul,
pursuant to which the Company has agreed to provide contractual indemnification, in addition to the indemnification provided
in the Company’s Second Amended and Restated Certificate of Incorporation, against liabilities that may arise by reason
of their respective service on the Board, and to advance expenses incurred as a result of any proceeding against either of
them as to which either could be indemnified, in the form previously filed as Exhibit 10.5 to the Company’s
Registration Statement on Form S-1 (File No. 333-236367) for its initial public offering, initially filed with the U.S.
Securities and Exchange Commission on February 11, 2020 (as amended, the “Registration Statement”).
On May 8, 2020,
the Company entered into letter agreements with Messrs. Mnuchin and Paul (the “Letter Agreements”) on
substantially the same terms as the form of letter agreement previously entered into by and between the Company and each of
its other directors in connection with the Company’s initial public offering.
The foregoing descriptions
of the Indemnity Agreement and the Letter Agreements do not purport to be complete and are qualified in their entireties by reference
to the form of indemnity agreement and the Form of Letter Agreement, copies of which are attached as Exhibit 10.5 to the Registration
Statement and Exhibit 10.1 hereto, respectively, and are incorporated herein by reference.
On May 8, 2020,
Eagle Equity Partners II, LLC, the Company’s sponsor, sold 20,000 shares of Class B common stock of the Company at
their original purchase price of $0.004 per share to Mr. Paul, for an aggregate purchase price of $80.
There are no arrangements
or understandings between Messrs. Mnuchin or Paul and any other persons pursuant to which Messrs. Mnuchin and Paul were selected
as directors of the Company. There are no family relationships between Messrs. Mnuchin or Paul and any of the Company’s other
directors or executive officers and other than the 20,000 founder shares, neither of Messrs. Mnuchin or Paul has any direct or
indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.