UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. )
Filed
by the Registrant
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[X]
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Filed
by a Party other than the Registrant
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Check the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[X]
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material under §240.14a-12
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fuboTV
Inc.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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Fee
paid previously with preliminary materials:
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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Form,
Schedule or Registration Statement No.:
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fuboTV
Inc.
NOTICE
& PROXY STATEMENT
Annual
Meeting of Shareholders
June
10, 2021
12:00
p.m. (Eastern Time)
fuboTV
Inc.
1330
Avenue of the Americas, New York, NY 10019
April
28, 2021
To
Our Shareholders:
You
are cordially invited to attend the 2021 Annual Meeting of Shareholders of fuboTV Inc. at 12:00 p.m. Eastern Time, on Thursday,
June 10, 2021, via live webcast.
The
2021 Annual Meeting of Shareholders will be a virtual meeting. We believe the virtual meeting technology provides expanded shareholder
access while providing shareholders the same rights and opportunities to participate as they would have at an in-person meeting.
During the virtual meeting, you may ask questions and will be able to vote your shares electronically. To participate in the Annual
Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your
proxy card. We encourage you to allow ample time for online check-in, which will begin at 11:45 a.m. Eastern Time. Please note
that there is no in-person annual meeting for you to attend.
The
Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting.
Whether
or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore,
I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials,
by signing, dating, and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the
United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding
how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote
are contained on the proxy card. You may also vote your shares online during the Annual Meeting even if you have previously submitted
your proxy. Instructions on how to vote while participating in the meeting live via the Internet are provided in the accompanying
proxy statement and posted at www.virtualshareholdermeeting.com/FUBO2021.
Thank
you for your support.
Sincerely,
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David
Gandler
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Edgar
Bronfman Jr.
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Chief
Executive Officer
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Executive
Chairman
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Notice
of Annual Meeting of Shareholders
To
Be Held Thursday, June 10, 2021
fuboTV
Inc.
1330
Avenue of the Americas, NEW YORK, NY 10019
The
2021 Annual Meeting of Shareholders (the “Annual Meeting”) of fuboTV Inc., a Florida corporation (the “Company”),
will be held on Thursday, June 10, 2021, at 12:00 p.m. Eastern Time, via live webcast, for the following purposes:
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To
elect David Gandler, Edgar Bronfman Jr., Henry Ahn, Ignacio Figueras, Daniel Leff, Laura Onopchenko and Pär-Jörgen
Pärson as directors to serve until the 2022 Annual Meeting of Shareholders;
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To
ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December
31, 2021; and
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To
approve, on an advisory (non-binding) basis, the compensation of our named executive officers.
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We
will also transact such other business as may properly come before the Annual Meeting or any postponement or adjournment of the
Annual Meeting.
Holders
of record of our common stock at the close of business on April 16, 2021 are entitled to notice of and to vote at the Annual Meeting,
or any postponement or adjournment of the Annual Meeting. A complete list of these shareholders will be available for examination
of any shareholder (i) for a period of ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an
email to 2021annualmeeting@fubo.tv, stating the purpose of the request and providing proof of ownership of Company stock and (ii)
during the Annual Meeting, via the Internet at www.virtualshareholdermeeting.com/FUBO2021. The Annual Meeting may be continued
or adjourned from time to time without notice other than by announcement at the Annual Meeting.
It
is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend
the Annual Meeting, we urge you to vote your shares via the toll -free telephone number or over the Internet, as described in
the materials that follow. If you received a copy of the proxy card by mail, you may alternatively sign, date and mail the proxy
card in the accompanying return envelope. Note that, in light of possible disruptions in mail service related to the COVID-19
pandemic, we encourage shareholders to submit their proxy via telephone or online. Submitting your proxy now will not prevent
you from voting your shares during the Annual Meeting if you desire to do so, as your proxy is revocable at your option.
By
Order of the Board of Directors,
Gina
Sheldon, Corporate Secretary
New
York, New York
April
28, 2021
CONTENTS
PROXY
STATEMENT
fuboTV
Inc.
1330
Avenue of the Americas, New York, NY 10019
This
proxy statement is furnished in connection with the solicitation by the Board of Directors of fuboTV Inc. (the “Board of
Directors” or “Board”) of proxies to be voted at our Annual Meeting of Shareholders to be held on Thursday,
June 10, 2021 (the “Annual Meeting”), at 12:00 p.m. Eastern Time, via live webcast, and at any postponement or adjournment
of the Annual Meeting.
Holders
of record of shares of our common stock, $0.0001 par value (“Common Stock”), at the close of business on April 16,
2021 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any postponement or
adjournment of the Annual Meeting. As of the Record Date, there were approximately 140,526,365 shares of Common Stock issued and
outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote on any matter presented
to shareholders at the Annual Meeting.
This
proxy statement and the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2020 (the “2020
Annual Report”) will be released on or about April 28, 2021 to our shareholders on the Record Date.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON THURSDAY, JUNE 10, 2021:
This
proxy statement and our 2020 Annual Report to Shareholders are available at http://www.proxyvote.com/.
NOTE
REGARDING OUR RECENT MERGER
On
April 1, 2020, fuboTV Acquisition Corp., a Delaware corporation and our wholly owned subsidiary, or Merger Sub, merged with and
into fuboTV Media Inc., a Delaware corporation, which was then known as fuboTV Inc., or fuboTV Sub, whereby fuboTV Sub continued
as the surviving corporation and became our wholly owned subsidiary pursuant to the terms of the Agreement and Plan of Merger
and Reorganization, or the Merger Agreement, dated as of March 19, 2020 by and among the Company, Merger Sub and fuboTV Sub, or
the Merger.
Following
the Merger, the name of the Company, which remains a Florida corporation, changed from “FaceBank Group, Inc.” to “fuboTV
Inc.,” and the name of fuboTV Sub changed from “fuboTV Inc.” to “fuboTV Media, Inc.” Unless otherwise
indicated, references in this proxy statement to the “Company,” “fuboTV,” “we,” “us,”
or “our” refer to fuboTV Inc., formerly known as FaceBank Group, Inc. References to “FaceBank Pre-Merger”
refer to FaceBank Group, Inc. prior to the Merger, and references to “fuboTV Pre-Merger” refer to fuboTV Media Inc.
prior to the Merger.
At
the effective time of the Merger, or the Effective Time, all of the capital stock of fuboTV Pre-Merger was converted into the
right to receive an aggregate of 32,324,362 shares of our newly-created class of Series AA Preferred Stock. On February 26, 2021,
we completed an exchange offer, pursuant to which 13,412,246 shares of Series AA Preferred Stock, representing 100% of the outstanding
shares of Series AA Preferred Stock as of such date, were tendered and exchanged for 26,824,492 shares of fuboTV common stock.
ATTENDING
THE ANNUAL MEETING
The
Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the
Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/FUBO2021.
PROPOSALS
At
the Annual Meeting, our shareholders will be asked:
1.
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To
elect David Gandler, Edgar Bronfman Jr., Henry Ahn, Ignacio Figueras, Daniel Leff, Laura Onopchenko and Pär-Jörgen
Pärson as directors to serve until the 2022 Annual Meeting of Shareholders;
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2.
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To
ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December
31, 2021; and
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To
approve, on an advisory (non-binding) basis, the compensation of our named executive officers.
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We
will also transact such other business as may properly come before the Annual Meeting or any postponement or adjournment of the
Annual Meeting. We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes
before the shareholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will
vote your shares in accordance with their best judgment.
RECOMMENDATIONS
OF THE BOARD
The
Board of Directors, or Board, recommends that you vote your shares as indicated below. If you return a properly completed proxy
card, or vote your shares by telephone or internet, your shares of Common Stock will be voted on your behalf as you direct. If
not otherwise specified, the shares of Common Stock represented by the proxies will be voted, and the Board of Directors recommends
that you vote:
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FOR
the election of David Gandler, Edgar Bronfman Jr., Henry Ahn, Ignacio Figueras, Daniel Leff, Laura Onopchenko and Pär-Jörgen
Pärson as directors;
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FOR
the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2021; and
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FOR
the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers.
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INFORMATION
ABOUT THIS PROXY STATEMENT
Why
you received this proxy statement. You are viewing or have received these proxy materials because fuboTV’s Board of
Directors is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement includes information that we
are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and that is designed
to assist you in voting your shares.
Notice
of Internet Availability of Proxy Materials. As permitted by SEC rules, fuboTV is making this proxy statement and its 2020
Annual Report available to its shareholders electronically via the Internet. On or about April 28, 2021, we mailed to our shareholders
a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access
this proxy statement and our 2020 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive
a printed copy of the proxy materials in the mail unless you specifically request one. Instead, the Internet Notice instructs
you on how to access and review all of the important information contained in the proxy statement and 2020 Annual Report. The
Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail
and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials
contained on the Internet Notice.
Printed
Copies of Our Proxy Materials. If you received printed copies of our proxy materials, then instructions regarding how you
can vote are contained on the proxy card included in the materials.
Householding.
The SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our shareholders.
This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage
of this opportunity, we have delivered only one set of proxy materials to multiple shareholders who share an address, unless we
received contrary instructions from the impacted shareholders prior to the mailing date. We agree to deliver promptly, upon written
or oral request, a separate copy of the proxy materials, as requested, to any shareholder at the shared address to which a single
copy of those documents was delivered. If you prefer to receive separate copies of the proxy materials, contact Broadridge Financial
Solutions, Inc. (“Broadridge”) at (866) 540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes
Way, Edgewood, New York 11717.
If
you are currently a shareholder sharing an address with another shareholder and wish to receive only one set of proxy materials
for your household, please contact Broadridge at the above phone number or address.
QUESTIONS
AND ANSWERS ABOUT THE 2021 ANNUAL MEETING OF SHAREHOLDERS
WHO
IS ENTITLED TO VOTE AT THE ANNUAL MEETING?
The
Record Date for the Annual Meeting is April 16, 2021. You are entitled to vote at the Annual Meeting only if you were a shareholder
of record at the close of business on that date, or if you hold a valid proxy for the Annual Meeting. Each outstanding share of
Common Stock is entitled to one vote for all matters before the Annual Meeting. At the close of business on the Record Date, there
were 140,526,365 shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting.
WHAT
IS THE DIFFERENCE BETWEEN BEING A “RECORD HOLDER” AND HOLDING SHARES IN “STREET NAME”?
A
record holder holds shares in his or her name. Shares held in “street name” means shares that are held in the name
of a bank or broker on a person’s behalf.
AM
I ENTITLED TO VOTE IF MY SHARES ARE HELD IN “STREET NAME”?
Yes.
If your shares are held by a bank or a brokerage firm, you are considered the “beneficial owner” of those shares held
in “street name.” If your shares are held in street name, these proxy materials are being provided to you by your
bank or brokerage firm, along with a voting instruction card if you received printed copies of our proxy materials. As the beneficial
owner, you have the right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is required
to vote your shares in accordance with your instructions.
HOW
MANY SHARES MUST BE PRESENT TO HOLD THE ANNUAL MEETING?
A
quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, via live webcast
or by proxy, of a majority of the outstanding shares entitled to vote on the Record Date will constitute a quorum.
WHO
CAN ATTEND AND VOTE AT THE ANNUAL MEETING?
In
light of the ongoing COVID-19 pandemic and in order to allow greater participation, the Annual Meeting will be held entirely online.
You will be able to attend the Annual Meeting online and submit your questions by visiting www.virtualshareholdermeeting.com/FUBO2021.
You will also be able to vote your shares electronically at the Annual Meeting.
To
participate and vote at the Annual Meeting, you will need the 16-digit control number included in your Internet Notice, on your
proxy card or on the instructions that accompanied your proxy materials. The meeting webcast will begin promptly at 12:00 p.m.,
Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 11:45 a.m., Eastern
Time, and you should allow ample time for the check-in procedures. If your shares are held in street name and you did not receive
a 16-digit control number, you may gain access to and vote at the Annual Meeting by logging in to your bank or brokerage firm’s
website and selecting the shareholder communications mailbox to access the meeting. The control number will automatically populate.
Instructions should also be provided on the voting instruction card provided by your bank or brokerage firm. If you lose your
16-digit control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote, ask questions,
or access the list of shareholders as of the Record Date.
WHAT
IF DURING THE CHECK-IN TIME OR DURING THE ANNUAL MEETING I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL MEETING?
We
will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter
any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that
will be posted on the Virtual Shareholder Meeting login page.
WILL
THERE BE A QUESTION AND ANSWER SESSION DURING THE ANNUAL MEETING?
As
part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer appropriate questions submitted
by shareholders during the meeting that are pertinent to the Company and the meeting matters. The Company will endeavor to answer
as many questions submitted by shareholders as time permits. Only shareholders that have accessed the Annual Meeting as a shareholder
(rather than a “Guest”) by following the procedures outlined above in “Who can attend and vote at the Annual
Meeting?” will be permitted to submit questions during the Annual Meeting. Each shareholder is limited to no more than two
questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things:
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irrelevant
to the business of the Company or to the business of the Annual Meeting;
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related
to material non-public information of the Company, including the status or results of our business since our last Quarterly
Report on Form 10-Q;
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related
to any pending, threatened or ongoing litigation;
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related
to personal grievances;
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derogatory
references to individuals or that are otherwise in bad taste;
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substantially
repetitious of questions already made by another shareholder;
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in
excess of the two question limit;
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in
furtherance of the shareholder’s personal or business interests; or
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out
of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair or Corporate Secretary
in their reasonable judgment.
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Additional
information regarding the Q&A session will be available in the “Rules of Conduct” available on the Annual Meeting
webpage for shareholders that have accessed the Annual Meeting as a shareholder (rather than a “Guest”) by following
the procedures outlined above in “Who can attend and vote at the Annual Meeting?”.
WHAT
IF A QUORUM IS NOT PRESENT AT THE ANNUAL MEETING?
If
a quorum is not present at the scheduled time of the Annual Meeting, the holders of a majority of the shares represented, and
who would be entitled to vote at a meeting if a quorum were present, may adjourn the Annual Meeting.
WHAT
DOES IT MEAN IF I RECEIVE MORE THAN ONE INTERNET NOTICE OR MORE THAN ONE SET OF PROXY MATERIALS?
It
means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of
your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your
proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning
the enclosed proxy card in the enclosed envelope.
HOW
DO I VOTE?
Shareholders
of Record
We
recommend that shareholders vote by proxy even if they plan to participate in the online Annual Meeting and vote electronically.
If you are a shareholder of record, there are three ways to vote by proxy:
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by
Internet—You can vote over the Internet at www.proxyvote.com by following the instructions on the Internet Notice
or proxy card;
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by
Telephone—You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card; or
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by
Mail—You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail.
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Internet
and telephone voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern
Time, on June 9, 2021. Shareholders of record may vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/FUBO2021
and entering the 16-digit control number included in your Internet Notice, on your proxy card or on the instructions that accompanied
your proxy materials. The meeting webcast will begin promptly at 12:00 p.m., Eastern Time on June 10, 2021.
Beneficial
Owners
If
your shares are held in street name through a bank or broker, you will receive instructions on how to vote from the bank or broker.
You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to
shareholders owning shares through certain banks and brokers. If your shares are held in street name and you would like to vote
at the Annual Meeting, you may visit www.virtualshareholdermeeting.com/FUBO2021 and enter the 16-digit control number included
in the voting instruction card provided to you by your bank or brokerage firm. If you hold your shares in street name and you
did not receive a 16-digit control number, you may need to log in to your bank or brokerage firm’s website and select the
shareholder communications mailbox to access the meeting and vote. Instructions should also be provided on the voting instruction
card provided by your bank or brokerage firm.
CAN
I CHANGE MY VOTE AFTER I SUBMIT MY PROXY?
Yes.
If
you are a registered shareholder, you may revoke your proxy or change your vote:
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by
submitting a duly executed proxy bearing a later date;
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by
granting a subsequent proxy through the Internet or telephone;
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by
giving written notice of revocation to the Corporate Secretary of fuboTV prior to the Annual Meeting; or
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by
attending and voting during the Annual Meeting live webcast.
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Your
most recent proxy card or Internet or telephone proxy is the one that is counted. Your attendance at the Annual Meeting by itself
will not revoke your proxy unless you give written notice of revocation to the Corporate Secretary before your proxy is voted
or you vote at the Annual Meeting.
If
your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided
to you by your bank or broker, or you may vote at the Annual Meeting by following the procedures described above.
WHO
WILL COUNT THE VOTES?
A
representative of Broadridge, our inspector of election, will tabulate and certify the votes.
WHAT
IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?
If
you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations
of the Board of Directors. The Board of Directors’ recommendations are indicated on page 2 of this proxy statement, as well
as with the description of each proposal in this proxy statement.
WILL
ANY OTHER BUSINESS BE CONDUCTED AT THE ANNUAL MEETING?
We
know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the shareholders
for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in
accordance with their best judgment.
HOW
MANY VOTES ARE REQUIRED FOR THE APPROVAL OF THE PROPOSALS TO BE VOTED UPON AND HOW WILL ABSTENTIONS AND BROKER NON-VOTES BE TREATED?
PROPOSAL
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Votes
required
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Effect
of Votes Withheld / Abstentions and Broker Non-Votes
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PROPOSAL
1: ELECTION OF DIRECTORS
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The
plurality of the votes cast. This means that the seven nominees receiving the highest number of affirmative “FOR”
votes will be elected as directors.
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Votes
withheld and broker non-votes will have no effect.
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PROPOSAL
2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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The
affirmative vote of the holders of a majority of the votes cast.
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Abstentions
will have no effect. We do not expect any broker non-votes on this proposal.
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PROPOSAL
3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2020
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The
affirmative vote of the holders of a majority of the votes cast.
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Abstentions
and broker non-votes will have no effect.
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WHAT
IS AN ABSTENTION AND HOW WILL VOTES WITHHELD AND ABSTENTIONS BE TREATED?
A
“vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,”
in the case of each other proposal before the Annual Meeting, represents a shareholder’s affirmative choice to decline to
vote on a proposal. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum.
Votes withheld have no effect on the election of directors. Abstentions have no effect on each other proposal before the Annual
Meeting.
WHAT
ARE BROKER NON-VOTES AND DO THEY COUNT FOR DETERMINING A QUORUM?
Generally,
broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect
to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary
voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as
the ratification of the appointment of KPMG LLP as our independent registered public accounting firm, without instructions from
the beneficial owner of those shares. On the other hand, each other proposal to be voted on at the Annual Meeting is a non-routine
matter and, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial
owner on such matters. Broker non-votes count for purposes of determining whether a quorum is present.
WHERE
CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?
We
plan to announce preliminary voting results at the Annual Meeting and we will report the final results in a Current Report on
Form 8-K, which we intend to file with the SEC shortly after the Annual Meeting.
PROPOSALS
TO BE VOTED ON
PROPOSAL
1 Election of Directors
We
currently have seven directors on our Board: David Gandler, Edgar Bronfman Jr., Henry Ahn, Ignacio Figueras, Daniel Leff, Laura
Onopchenko and Pär-Jörgen Pärson. At the Annual Meeting, all seven directors are to be elected to hold office until
the Annual Meeting of Shareholders to be held in 2022 and until each such director’s respective successor is duly elected
and qualified or until each such director’s earlier death, resignation or removal.
If
you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock
represented by the proxy for the election as directors the persons whose names and biographies appear below. In the event any
of the nominees should become unable to serve or for good cause will not serve as a director, it is intended that votes will be
cast for a substitute nominee designated by the Board of Directors or the Board may elect to reduce its size. The Board of Directors
has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented
to being named in this proxy statement and to serve if elected.
VOTE
REQUIRED
The
proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the seven
nominees receiving the highest number of affirmative “FOR” votes will be elected as directors. Votes withheld and
broker non-votes will have no effect on the outcome of the vote on this proposal.
RECOMMENDATION
OF THE BOARD OF DIRECTORS
The
Board of Directors unanimously recommends a vote FOR the election of the below director nominees.
DIRECTOR
NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2022 ANNUAL MEETING)
The
nominees for election to the Board of Directors are as follows:
Name
|
|
Age
|
|
Served as a Director
Since
|
|
Positions with fuboTV
|
David Gandler
|
|
45
|
|
April 2020
|
|
Chief Executive Officer and Director
|
Edgar Bronfman Jr.
|
|
65
|
|
May 2020
|
|
Executive Chairman and Director
|
Henry Ahn
|
|
58
|
|
July 2020
|
|
Director
|
Ignacio Figueras
|
|
44
|
|
August 2020
|
|
Director
|
Daniel Leff
|
|
52
|
|
July 2020
|
|
Director
|
Laura Onopchenko
|
|
53
|
|
September 2020
|
|
Director
|
Pär-Jörgen Pärson
|
|
57
|
|
May 2020
|
|
Director
|
The
principal occupations and business experience, for at least the past five years, of each director nominee are as follows:
David
Gandler has served as our Chief Executive Officer and a member of our Board of Directors since April 2020. He previously served
as President and Chief Executive Officer of fuboTV Pre-Merger and as a member of fuboTV Pre-Merger’s board of directors
from March 2014 to April 2020. Prior to joining fuboTV Pre-Merger, Mr. Gandler served as Vice President, Ad Sales at DramaFever,
a video streaming service acquired in 2016 by Warner Bros. Entertainment Inc., from 2013 to 2014. Prior to 2013, Mr. Gandler held
positions at Scripps Networks Interactive, Inc., Time Warner Cable and Telemundo, a division of NBCUniversial Media, LLC. Since
March 2021, Mr. Gandler has served on the board of directors of Waverley Capital Acquisition Corp. 1, a special purpose acquisition
company. Mr. Gandler also currently serves as a trustee for the United States Olympic & Paralympic Foundation. Mr.
Gandler received his bachelor’s degree in Economics from Boston University. We believe Mr. Gandler is qualified to serve
on our Board based on his considerable experience in the digital media industry as well as the operational insight and expertise
he has accumulated as our Chief Executive Officer and as the Chief Executive Officer of fuboTV Pre-Merger since its inception.
EDGAR
BRONFMAN JR.
|
Age
65
|
Edgar
Bronfman Jr. has served as our Executive Chairman and a member of our Board of Directors since May 2020. Since October 2017,
Mr. Bronfman has served as Chairman of Waverley Capital LLC, a media-focused venture capital fund, of which he is also a co-founder
and General Partner. Since 2014, Mr. Bronfman has served as Managing Partner of Accretive, LLC, a private equity firm. Mr. Bronfman
served in various roles at Warner Music Group, a multinational entertainment and record label, most recently serving as Chief
Executive Officer from March 2004 to August 2011 and as a member of the board of directors from March 2004 to May 2013, including
serving as chairman of the board of directors from March 2004 to January 2012. Since March 2021, Mr. Bronfman has served on as
the Chairman of the board of directors of Waverley Capital Acquisition Corp. 1, a special purpose acquisition company. Mr. Bronfman
previously served on the boards of directors of IAC/InterActive Corp, a publicly-held operator of Internet businesses, from February
1998 to October 2019 and Accretive Health, Inc. (now known as R1 RCM Inc.), a healthcare management company, from October 2006
to February 2016. Mr. Bronfman has also served as executive chairman of Global Thermostat Operations, LLC, a company designed
to develop and commercialize technology for the direct capture of carbon dioxide, since 2010 and on the board of directors of
Falcon Capital Acquisition Corp since 2020. Mr. Bronfman is Chairman of the Board of Endeavor Global, Inc., a member of the board
of trustees of the NYU Elaine A. and Kenneth G. Langone Medical Center, a member of the Board of the Council of Foreign Relations,
Vice President of the Ann L. Bronfman Foundation and Director of the Clarissa and Edgar Bronfman Jr. Foundation. We believe Mr.
Bronfman is qualified to serve on our Board based on his experience as a member of senior management of various public and global
companies, which gives him particular insight into business strategy, leadership, marketing, consumer branding and international
operations. The Board also considered his high level of financial literacy and insight into the media, entertainment and technology
industries as well as his private equity experience. See “Involvement in Certain Legal Proceedings” for certain details
regarding legal proceedings involving Mr. Bronfman.
Henry
Ahn has served on our Board of Directors since July 2020. Mr. Ahn served as President of Content Distribution and Partnerships
for Univision Communications Inc., or Univision, from July 2018 through January 2021. In this role, Mr. Ahn led content distribution
sales, operations, finance and strategy. Mr. Ahn specializes in media contract negotiations, business strategy, content licensing,
new media strategy and authenticated streaming/video on-demand for Univision, with emphasis on distribution deal execution and
relationships with new and existing distributors including multichannel video programming and online video distributors, mobile
carriers, as well as electronic sell-through providers. Prior to joining Univision, Mr. Ahn served as distribution executive for
Scripps Networks Interactive, or SNI, where he led sales, negotiations, strategic planning and marketing efforts for SNI related
to every aspect of content distribution, from October 2011 to July 2018. Prior to that, he served as Executive Vice President
of TV Networks Distribution at NBC Universal, from January 2007 to September 2011. Mr. Ahn received his bachelor’s degree
in Business Administration from Boston College and his Master of Business Administration from Fordham Gabelli School of Business
in New York. We believe Mr. Ahn is qualified to serve on our Board based on his experience with media contract negotiations, content
licensing, new media strategy and authenticated streaming/video on-demand.
Ignacio
“Nacho” Figueras has served on our Board of Directors since August 2020. Mr. Figueras is an award-winning Argentinian
polo player, an entrepreneur, television personality, spokesperson, investor and philanthropist. Since 2004, Mr. Figueras has
been the captain and co-owner of the Black Watch polo team and, since 2004, has been the owner of Cria Yatay, a successful global
horse breeding operation based in Argentina. In addition to his polo career, in collaboration with Flavors & Fragrances, Mr.
Figueras has developed a luxury fragrance line, The Ignacio Figueras Collection. Further, in 2013, Mr. Figueras and Estudio Ramos
co-founded the Figueras Design Group (FDG), a global design consultancy headquartered in Buenos Aires with offices in New York
and Chicago. Mr. Figueras is also an investor and a member of the Advisory board at Flow Water, a fast-growing premium wellness
water brand in North America as well as an advisory board member for Saudi Arabia’s Giga Project Amaala. From 2000 to 2019,
Mr. Figueras served as a spokesperson for Ralph Lauren and Ralph Lauren fragrances. We believe Mr. Figueras is qualified to serve
on our Board based on the valuable insight into the sports industry he brings from his first-hand experience as a world-class
athlete in the United States and globally.
Dr.
Daniel Leff has served on our Board of Directors since July 2020. Dr. Leff is Co-Founder of Waverley Capital, a media-focused
venture capital fund, where he has served as Managing Partner since 2017. Mr. Leff also serves as a Managing Partner of Luminari
Capital, a media-focused venture capital fund that he founded in 2013. Prior to co-founding Waverley Capital and Luminari Capital,
Dr. Leff was a Partner with Globespan Capital Partners. Earlier in his career, Dr. Leff worked for Sevin Rosen Funds, Redpoint
Ventures and held engineering, marketing and strategic investment positions with Intel Corporation. Since March 2021, Dr. Leff
has served Chief Executive Officer and director of Waverley Capital Acquisition Corp. 1, a special purpose acquisition company.
Dr. Leff served on the board of directors of fuboTV Pre- Merger, from May 2015 to April 2020, and Roku, Inc., a publicly-traded
media streaming company, from August 2011 to May 2018. In addition, Dr. Leff currently serves on the board of directors of multiple
private media companies including CameralQ, Naritiv, Inc., Tapp Media, and Novel Effect. Previously, Dr. Leff served on the board
of directors of Wondery (sold to Amazon), a podcast network, from June 2019 to February 2021. Dr. Leff has also been an investor
and/or director in various other media companies, including 1Mainstream (sold to Cisco), Art19, Elemental Technologies (sold to
Amazon), Endel, Headspace, Matterport, MikMak, MOVL (sold to Samsung), PlutoTV (sold to ViacomCBS), and TheAthletic. Dr. Leff
received his bachelor’s degree in Chemistry from The University of California, Berkeley, his Ph.D. in Physical Chemistry
from the University of California, Los Angeles and his Master of Business Administration from The UCLA Anderson Graduate School
of Management, where he was an Anderson Venture Fellow and where he currently serves on the Board of Advisors. We believe Dr.
Leff is qualified to serve on our Board based on his decades of experience in investing and serving on the boards of both private
and publicly-traded media companies, his insight into business strategy, leadership, and marketing in the industry and his service
on the fuboTV Pre-Merger Board of Directors.
Laura
Onopchenko has served on our Board of Directors since September 2020. Ms. Onopchenko currently serves as Chief Financial Officer
at Getaround, a carsharing company she joined in September 2020. Ms. Onopchenko previously served as Chief Financial Officer at
NerdWallet, a website and app that provides financial guidance to more than 160 million consumers every year, from September 2017
to March 2020. Before NerdWallet, she was Vice President of Finance at DaVita Rx, the pharmacy division at DaVita from February
2011 to July 2016. Earlier in her career, Ms. Onopchenko worked as an investment banker, an early-stage tech investor, and in
a variety of operating roles in environments ranging from start-ups to Fortune 500 companies. Ms. Onopchenko received her bachelor’s
degree in Economics from UC Berkeley and her Master of Business Administration from The Wharton School of the University of Pennsylvania.
We believe Ms. Onopchenko is qualified to serve of the Board based on her experience with high-growth companies and her financial
expertise.
Pär-Jörgen
Pärson has served on our Board of Directors since May 2020. Since 2004, Pär-Jörgen Pärson has been a General
Partner of Northzone, a venture capital firm, where his primary areas of focus are disruptive businesses in consumer internet,
health, and fintech. Before joining Northzone, Mr. Pärson ran his own investment firm, and was a consultant at McKinsey &
Company. Mr. Pärson served on the board of directors of fuboTV Pre- Merger and Spotify AB, the subscription music streaming
service, from 2008 to 2017. In addition, Mr. Pärson currently serves on the board of directors of private companies Spring
Health Inc., a health tech company, Noquo Foods AB, a Swedish foodtech startup, Sourcepoint Inc, a media tech company, Neverthink
OY, an online video service, and Activate Inc, a media tech company. Previously, Mr. Pärson served on the board of directors
of various private companies including, iZettle AB, a payments company (which was acquired by PayPal) from 2011 to 2016, Avito
AB, an online classifieds service (acquired by Naspers in 2016) from 2011 to 2016, Qapital Insight AB, a fintech company, from
2013 to 2018, Widespace AB, an adtech business, from 2012 to 2018, and Jukely Inc, a live music subscription service, from 2014
to 2020. Mr. Pärson received his Master of Business Administration from the Stockholm School of Economics. We believe Mr.
Pärson is qualified to serve on our Board based on his prior service on the board of directors of fuboTV Pre-Merger, his
venture capital experience and his experience as a member of the board of directors of consumer internet and media companies,
through which he has valuable insight into business strategy, leadership, and international operations.
Involvement
in Certain Legal Proceedings
On
January 21, 2011, a Paris Trial Court found Edgar Bronfman Jr., our Executive Chairman and Director, guilty of a charge of insider
trading on trades that Mr. Bronfman made in Vivendi Universal stock. Mr. Bronfman appealed the conviction, and in May 2014, the
Paris Court of Appeal affirmed the Paris Trial Court’s decision. Mr. Bronfman appealed the Paris Court of Appeal’s
decision to the Appellate Court, which rejected his appeal in April 2017. The final judgment, entered by the Paris Court of Appeal,
required Mr. Bronfman to pay a 2.5 million Euro fine in connection with the conviction. Notwithstanding, the Paris Court of Appeal’s
decision, Mr. Bronfman continues to believe that his trading in Vivendi Universal stock was proper. In electing Mr. Bronfman as
a director of fuboTV, our Board of Directors considered these proceedings and related matters and concluded that they did not
raise any concerns about Mr. Bronfman’s qualification to serve on our Board.
PROPOSAL
2 Ratification of Appointment of Independent Registered Public Accounting Firm
Our
Audit Committee has appointed KPMG LLP as our independent registered public accounting firm for the fiscal year ending December
31, 2021. Our Board has directed that this appointment be submitted to our shareholders for ratification. Although ratification
of our appointment of KPMG LLP is not required, we value the opinions of our shareholders and believe that shareholder ratification
of our appointment is a good corporate governance practice.
KPMG
LLP also served as our independent registered public accounting firm for the fiscal year ended December 31, 2020. Neither the
accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity
other than as our auditors, providing audit and non-audit related services. A representative of KPMG LLP is expected to attend
the Annual Meeting via live webcast, to have an opportunity to make a statement if desired, and to be available to respond to
appropriate questions from shareholders.
In
the event that the appointment of KPMG LLP is not ratified by the shareholders, the Audit Committee will consider this fact when
it appoints the independent auditors for the fiscal year ending December 31, 2021. Even if the appointment of KPMG LLP is ratified,
the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a
change is in the interests of fuboTV.
Change
in Independent Registered Public Accounting Firm
Resignation
of Fruci & Associates II, PLLC
On
January 15, 2019, we received a notice of resignation from Fruci & Associates II, PLLC, or Fruci, who had served as our independent
registered accounting firm since November 9, 2017. Citing its boutique size, Fruci indicated that because of the Company’s
change in operations and its business plan to grow substantially and quickly, the Company would be better served by a larger audit
firm with experience consistent with the Company’s future plans and change in operations. Fruci also expressed its view
of the positive working relationship between the Company and Fruci staff, a sentiment which was shared by management of the Company,
and Fruci’s disappointment that the Company had grown beyond Fruci’s boutique business model. Fruci’s report
on the Company’s financial statements for the fiscal year ended December 31, 2017 did not contain an adverse opinion or
a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. Furthermore,
during the Company’s fiscal year ended December 31, 2017 and through January 15, 2019, there have been no disagreements
with Fruci on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to Fruci’s satisfaction, would have caused Fruci to make reference to the subject matter
of the disagreement in connection with its report on the Company’s financial statements for such period.
Except
as set forth below, for the fiscal year ended December 31, 2017 and through January 31, 2019, there were no “reportable
events” as that term is described in Item 304(a)(1)(v) of Regulation S-K. Fruci’s report for the fiscal year ended
December 31, 2017 included an explanatory paragraph indicating that there was substantial doubt about the Company’s ability
to continue as a going concern.
We
provided Fruci with a copy of the disclosures made in connection with the filing of a Form 8-K on January 22, 2019 and requested
that Fruci a furnish a letter addressed to the Securities and Exchange Commission, as required by Item 304(a)(3) of Regulation
S-K stating whether it agreed with such disclosures, and if not, stating the respects in which it did not agree. A copy of the
letter was filed as an exhibit to the Form 8-K filed on January 22, 2019.
Engagement
and Dismissal of Marcum LLP
On
March 1, 2019, the Board appointed Marcum LLP, or Marcum, as our new independent registered accounting firm. During the Company’s
two most recent fiscal years prior to the appointment of Marcum and the subsequent interim period through March 1, 2019, neither
the Company nor anyone acting on the Company’s behalf consulted Marcum with respect to any of the matters or reportable
events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
On
March 31, 2020, the Company dismissed Marcum from its role as the Company’s independent registered public accounting firm,
and on March 31, 2020 the Company engaged Salberg & Company P.A., or Salberg, as its new independent registered public accounting
firm. The change of the Company’s independent registered public accounting firm from Marcum to Salberg was approved unanimously
by our Board. The report of Marcum on the Company’s consolidated financial statements for the fiscal year ended December
31, 2018 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles. In connection with the audit of the Company’s consolidated financial statements for the
fiscal year ended December 31, 2018, and in the subsequent interim period through April 7, 2020, there were no disagreements with
Marcum on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which,
if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the matter in their report. There
were no “reportable events” (as that term is described in Item 304(a)(1)(v) of Regulation S-K) during the fiscal year
ended December 31, 2018, or in the subsequent period through April 7, 2020.
We
provided Marcum with a copy of the disclosures made in connection with the filing of a Form 8-K on April 7, 2020 and requested
that Marcum furnish a letter addressed to the Securities and Exchange Commission, as required by Item 304(a)(3) of Regulation
S-K stating whether it agreed with such disclosures, and if not, stating the respects in which it did not agree. A copy of the
letter was filed as an exhibit to the Form 8-K/A filed on April 14, 2020.
Engagement
and Disengagement of Salberg & Company P.A.
On
March 31, 2020, we appointed Salberg as our new independent registered public accounting firm. During the Company’s two
most recent fiscal years prior to the appointment of Salberg and the subsequent interim period through April 6, 2020, neither
the Company nor anyone acting on its behalf consulted with Salberg regarding any of the matters described in Items 304(a)(2)(i)
and (ii) of Regulation S-K.
On
April 23, 2020, Salberg disengaged from its role as the Company’s independent registered public accounting firm. Because
Salberg has not issued any reports on the Company’s financial statements, no Salberg report for the past two years contained
an adverse opinion or a disclaimer of opinion and/or was qualified or modified as to uncertainty, audit scope or accounting principles.
Furthermore, during the Company’s two most recent fiscal years and through April 23, 2020, there have been no disagreements
with Salberg on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to Salberg’s satisfaction, would have caused Salberg to make reference to the subject
matter of the disagreement in connection with reports on the Company’s financial statements for such periods. There were
no “reportable events” (as that term is described in Item 304(a)(1)(v) of Regulation S-K) during the fiscal year ended
December 31, 2018, or in the subsequent period through April 23, 2020.
On
April 23, 2020, the Company engaged L J Soldinger Associates, LLC, or Soldinger, as its new independent registered public accounting
firm. The change of the Company’s independent registered public accounting firm from Salberg to Soldinger was approved unanimously
by our Board.
We
provided Salberg with a copy of the foregoing disclosures in connection with the filing of a Form 8-K on April 29, 2020, and requested
that Salberg furnish a letter addressed to the Securities and Exchange Commission, as required by Item 304(a)(3) of Regulation
S-K stating whether it agreed with such disclosures, and if not, stating the respects in which it did not agree. A copy of the
letter was filed as an exhibit to the Form 8-K filed on April 29, 2020.
Engagement
and Dismissal of L J Soldinger Associates, LLC
On
April 23, 2020, the Board appointed L J Soldinger Associates, LLC, or Soldinger, as the Company’s new independent registered
public accounting firm. During the Company’s two most recent fiscal years prior to the appointment of Soldinger and the
subsequent interim period through April 23, 2020, neither the Company nor anyone acting on its behalf consulted with Soldinger
regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.
On
September 21, 2020, the Company dismissed Soldinger from its role as the Company’s independent registered public accounting
firm, and on September 21, 2020 the Company engaged KPMG LLP as its new independent registered public accounting firm. The change
of the Company’s independent registered public accounting firm from Soldinger to KPMG LLP was approved by the Company’s
audit committee. The report of Soldinger on the Company’s consolidated financial statements for the fiscal year ended December
31, 2019 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles. In connection with the audit of the Company’s consolidated financial statements for the
fiscal year ended December 31, 2019, and in the subsequent interim period through September 21, 2020, there were no disagreements
with Soldinger on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures
which, if not resolved to the satisfaction of Soldinger, would have caused Soldinger to make reference to the matter in their
report. There were no “reportable events” (as that term is described in Item 304(a)(1)(v) of Regulation S-K) during
the fiscal year ended December 31, 2018, or in the subsequent periods ended March 31, 2020 or June 30, 2020.
We
provided Soldinger with a copy of the foregoing disclosures in connection with the filing of a Form 8-K on September 24, 2020,
and requested that Salberg furnish a letter addressed to the Securities and Exchange Commission, as required by Item 304(a)(3)
of Regulation S-K stating whether it agreed with such disclosures, and if not, stating the respects in which it did not agree.
A copy of the letter was filed as an exhibit to the Form 8-K filed on September 24, 2020.
Engagement
of KPMG LLP
On
September 21, 2020, the audit committee approved the appointment of KPMG LLP as our new independent registered public accounting
firm. On September 21, 2020, we entered into an engagement agreement with KPMG LLP effective immediately.
During
our two most recent fiscal years ended December 31, 2019 and 2018, and the subsequent interim period through September 21, 2020,
neither the Company nor anyone acting on its behalf consulted with KPMG LLP regarding either: (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our
financial statements, in connection with which either a written report or oral advice was provided to the Company that KPMG LLP
concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions) or “reportable event” (as defined in Item 304(a)(1)(v) of Regulation
S-K).
VOTE
REQUIRED
This
proposal requires the approval of the affirmative vote of the holders of a majority of the votes cast. Abstentions will have no
effect on this proposal. Because brokers have discretionary authority to vote on the ratification of the appointment of KPMG LLP,
we do not expect any broker non-votes in connection with this proposal.
RECOMMENDATION
OF THE BOARD OF DIRECTORS
The
Board of Directors unanimously recommends a vote FOR the Ratification of the Appointment of KPMG LLP as our Independent Registered
Public Accounting Firm for the fiscal year ending December 31, 2021.
REPORT
OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The
Audit Committee has reviewed the audited consolidated financial statements of fuboTV Inc. (the “Company”) for the
fiscal year ended December 31, 2020 and has discussed these financial statements with management and the Company’s independent
registered public accounting firm. The Audit Committee has also received from, and discussed with, the Company’s independent
registered public accounting firm various communications that such independent registered public accounting firm is required to
provide to the Audit Committee, including the matters required to be discussed by the applicable requirements of the Public Company
Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission.
The
Company’s independent registered public accounting firm also provided the Audit Committee with a formal written statement
required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) describing all relationships
between the independent registered public accounting firm and the Company, including the disclosures required by the applicable
requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee
concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its
independence from the Company.
Based
on its discussions with management and the independent registered public accounting firm, and its review of the representations
and information provided by management and the independent registered public accounting firm, the Audit Committee recommended
to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2020.
Laura
Onopchenko (Chair)
Henry
Ahn
Daniel
Leff
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS
The
following table summarizes the fees, in thousands, of KPMG LLP, our independent registered public accounting firm, that were billed
or billable to us for each of the last two fiscal years for audit services and were billed or billable to us in each of the last
two fiscal years for other services:
Fee Category
|
|
Fiscal 2020
|
|
|
Fiscal 2019
|
|
Audit Fees
|
|
$
|
1,288
|
|
|
$
|
—
|
|
Audit-Related Fees
|
|
|
—
|
|
|
|
—
|
|
Tax Fees
|
|
|
106
|
|
|
|
—
|
|
All Other Fees
|
|
|
—
|
|
|
|
—
|
|
Total Fees
|
|
$
|
1,394
|
|
|
$
|
—
|
|
AUDIT
FEES
Audit
fees consist of fees charged for services related to the annual audit of the Company’s consolidated
financial statements, quarterly review of the Company’s interim condensed consolidated financial statements and procedures
related to the Company’s registration statement filings.
TAX
FEES
Tax
fees consist of fees charged for services related to an analysis under Section 382 under the U.S.
Internal Revenue Code of 1986, as amended.
AUDIT
COMMITTEE PRE-APPROVAL POLICY AND PROCEDURES
Pursuant
to the Audit Committee charter, the Audit Committee reviews and approves, in advance, (i) the scope and plans for the audits and the
audit fees and (ii) approves in advance all non-audit and tax services to be performed by the independent auditor that are not otherwise
prohibited by law or regulations and any associated fees. At each Audit Committee meeting, the Audit Committee will review and generally
pre-approve specific types of services and the ranges of fees that may be provided by the independent auditor. Specific pre-approval
is required for all other non-audit and tax services by the Audit Committee or Audit Committee Chair on behalf of the Audit Committee.
All services provided by our independent registered public accounting firm in 2019 and 2020 were approved in accordance with such
pre-approval policies and consistent with SEC rules.
PROPOSAL
3 Approval, on an Advisory (Non-Binding) Basis, of the Compensation of our Named Executive Officers (“Say-on-Pay Vote”)
BACKGROUND
As
required by Section 14A(a)(1) of the Exchange Act, the below resolution enables our shareholders to vote to approve, on an advisory
(non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement. This proposal, commonly
known as a “Say-on-Pay” vote, gives our shareholders the opportunity to express their views on our named executive
officers’ compensation. The Say-on-Pay Vote is not intended to address any specific item of compensation, but rather the
overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.
Prior
to the establishment of our Compensation Committee on August 6, 2020, our Board was responsible for designing and administering
our executive compensation program to provide a competitive compensation and benefits package that reflects executive performance,
job complexity, and strategic value of the position, which it believes also includes retention incentives, performance incentives,
and alignment with the interests of the Company’s shareholders. We encourage you to carefully review the “Executive
Compensation” section of this Proxy Statement for additional details on the Company’s executive compensation for the
fiscal year ended December 31, 2020. The “Executive Compensation” section of this Proxy Statement also includes information
on the processes our Compensation Committee is using to determine the structure and amounts of the compensation of executive officers
in fiscal year 2020 and beyond.
As
an advisory approval, this proposal is not binding upon us or our Board of Directors. However, the Compensation Committee, which
is responsible for the design and administration of our executive compensation program, values the opinions of our shareholders
expressed through your vote on this proposal. The Board and Compensation Committee will consider the outcome of this vote in making
future compensation decisions for our named executive officers. Accordingly, we ask our shareholders to vote “FOR”
the following resolution at the Annual Meeting:
“RESOLVED,
that the shareholders of fuboTV Inc. approve, on an advisory (non-binding) basis, the 2020 compensation of fuboTV Inc.’s
named executive officers as described in the Summary Compensation Table and related compensation tables and narrative disclosure
set forth in fuboTV Inc.’s Proxy Statement for the 2021 Annual Meeting of Shareholders.”
VOTE
REQUIRED
This
proposal requires the approval of the affirmative vote of the holders of a majority of the votes cast. Abstentions and broker
non-votes will have no effect on this proposal.
At
our 2020 Annual Meeting of Shareholders, the Company’s shareholders recommended, on an advisory basis, that the shareholder
vote on the compensation of our named executive officers occur every year. In light of the foregoing recommendation, the Company
has determined to hold a “Say-on-Pay” advisory vote every year. Accordingly, our next advisory Say-on-Pay vote (following
the non-binding advisory vote at this Annual Meeting) is expected to occur at our 2022 Annual Meeting of Stockholders.
RECOMMENDATION
OF THE BOARD OF DIRECTORS
The
Board of Directors unanimously recommends a vote FOR the resolution to approve, on an advisory (non-binding) basis, the compensation
of our named executive officers, as described in the Summary Compensation Table and related compensation tables and narrative
disclosure set forth in this proxy statement.
EXECUTIVE
OFFICERS
The
following table identifies our current executive officers:
Name
|
|
Age
|
|
|
Position
|
David Gandler1
|
|
45
|
|
|
Chief Executive Officer and Director
|
Edgar Bronfman Jr.2
|
|
65
|
|
|
Executive Chairman and Director
|
Simone Nardi3
|
|
46
|
|
|
Chief Financial Officer
|
Alberto Horihuela Suarez4
|
|
33
|
|
|
Chief Marketing Officer
|
1
|
See
biography on page 7 of this proxy statement.
|
|
|
2
|
See
biography on page 8 of this proxy statement.
|
|
|
3
|
Simone
Nardi has served as our Chief Financial Officer since May 2020, after having been our Interim Chief Financial Officer since
March 2020. Prior to joining the Company, from November 2013 to September 2018, Mr. Nardi served as Chief Financial Officer
of Scripps Networks International, the global arm of Scripps Networks Interactive, Inc., where he played a key role in driving
the international expansion of the Company. Before joining Scripps Networks Interactive, from 2005 to 2013, Mr. Nardi served
as Chief Financial Officer of multiple divisions at NBC Universal, including as SVP and Chief Financial Officer of NBC Universal
Networks International and International TV Production. His achievements while at NBC Universal’s international businesses
include global phenomenon Downton Abbey. Previously, as Chief Financial Officer of NBC Universal’s business development
division, he drove multiple expansion projects including the set-up phase of Hulu. Mr. Nardi formerly served on the board
of directors of Scripps’ joint venture with Corus Entertainment, one of the largest media groups in Canada; on the supervisory
board of TVN Group, a leading media and entertainment group in Poland (acquired by Scripps Networks Interactive in 2015);
and as a director of UKTV, a joint venture between Scripps Networks Interactive and BBC Studios. Mr. Nardi received his bachelor’s
degree in Economics and Business Administration from Università Bocconi.
|
|
|
4
|
Alberto
Horihuela Suarez has served as the Chief Marketing Officer of the Company since April 2020. Mr. Horihuela was a co-founder
of fuboTV Pre-Merger, serving as the company’s Chief Marketing Officer since June 2014. Prior to joining fuboTV Pre-Merger,
Mr. Horihuela co-founded and served as the Chief Executive Officer of Primerad Network, a video ad network for Hispanics in
the U.S., from June 2013 to May 2015. Additionally, Mr. Horihuela served as the Head of Latin America at DramaFever, a video
streaming service acquired in 2016 by Warner Bros. Entertainment Inc., from November 2012 to June 2014. Mr. Horihuela received
his bachelor’s degree in Economics from the University of Chicago.
|
CORPORATE
GOVERNANCE
General
Our
Board of Directors has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics and charters for our Nominating
and Corporate Governance Committee, Audit Committee and Compensation Committee to assist the Board in the exercise of its responsibilities
and to serve as a framework for the effective governance of fuboTV. You can access our current committee charters, our Corporate
Governance Guidelines and our Code of Business Conduct and Ethics in the Governance section of the Company’s website at
http://ir.fubo.tv, or by writing to our Corporate Secretary at our offices at 1330 Avenue of the Americas, New York, NY 10019.
Board
Composition
As
provided in our bylaws, as amended, our Board of Directors shall consist of four persons, or such number of directors as determined
from time to time by resolution adopted by the Board of Directors. Our Board of Directors currently consists of seven members:
David Gandler, Edgar Bronfman Jr., Henry Ahn, Ignacio Figueras, Daniel Leff, Laura Onopchenko and Pär-Jörgen Pärson.
Pursuant to our bylaws, as amended, the term of each director expires at the next annual shareholders’ meeting following
his or her election, whether such director had been elected by the shareholders or elected by a majority of the Board to fill
a vacancy. Any additional directorships resulting from an increase in the number of directors may be filled by the shareholders
or the affirmative vote of a majority of the remaining directors.
Director
Independence
Our
Board of Directors has undertaken a review of the independence of our directors and considered whether any director has a material
relationship with us that could compromise that director’s ability to exercise independent judgment in carrying out that
director’s responsibilities. Our Board of Directors has affirmatively determined that each of Messrs. Ahn, Leff and Pärson
and Ms. Onopchenko is an “independent director,” as defined under the rules of the New York Stock Exchange (“NYSE”).
In making these determinations, our Board of Directors considered the current and prior relationships that each director has with
our Company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including
that Daniel Leff is affiliated with Luminari Capital, L.P., a stockholder of the Company and Waverley Capital Partners, LLC, the
general partner of Waverley Capital LP, a stockholder of the Company. There are no family relationships among any of our directors
or executive officers.
Director
Candidates
The
Nominating and Corporate Governance Committee is responsible for identifying and reviewing the qualifications of potential director
candidates and recommending to the Board those candidates to be nominated for election to the Board.
To
facilitate the search process for director candidates, the Nominating and Corporate Governance Committee may solicit our current
directors and executives for the names of potentially qualified candidates or may ask directors and executives to pursue their
own business contacts for the names of potentially qualified candidates. The Nominating and Corporate Governance Committee may
also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director
candidates recommended by our shareholders. Once potential candidates are identified, the Nominating and Corporate Governance
Committee, among other things, reviews the backgrounds of those candidates, conducts candidate interviews, evaluates candidates’
independence from us and potential conflicts of interest and determines if candidates meet the qualifications desired by the committee
of candidates for election as director.
In
accordance with our Corporate Governance Guidelines, in evaluating the suitability of individual candidates, the Nominating and
Corporate Governance Committee will consider numerous factors, such as character, professional ethics and integrity, judgment,
business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure
on the Board and skills that are complementary to the Board, an understanding of the Company’s business, an understanding
of the responsibilities that are required of a member of the Board and other time commitments. Our Corporate Governance Guidelines
provide that the Board evaluates each individual in the context of the membership of the Board as a whole, with the objective
of maintaining a Board that can best perpetuate the success of the business and represent shareholder interests through the exercise
of sound judgment using its diversity of backgrounds and experiences in various areas. Although the Board does not have a formal
diversity policy with respect to the evaluation of director candidates, in its evaluation of director candidates, the Nominating
and Corporate Governance Committee will consider factors including, without limitation, diversity with respect to professional
background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute
to the total mix of viewpoints and experience represented on the Board. In determining whether to recommend a director for re-election,
the Nominating and Corporate Governance Committee may also consider the director’s past attendance at meetings and participation
in and contributions to the activities of the Board.
The
Nominating and Corporate Governance committee will consider candidates recommended by shareholders in the same manner as candidates
recommended to the committee from other sources. Shareholders should submit recommendations for director candidates to our Corporate
Secretary, at 1330 Avenue of the Americas, New York, NY 10019. The recommendation must include the candidate’s name, home
and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming
willingness to serve, information regarding any relationships between the candidate and the Company and evidence of the recommending
shareholder’s ownership of Company stock. Such recommendations must also include a statement from the recommending shareholder
in support of the candidate, particularly within the context of the criteria for Board membership. Shareholder recommendations
must be received by December 31st of the year prior to the year in which the recommended candidates will be considered
for nomination. Following verification of the shareholder status of the person submitting the recommendation and verification
that all requirements have been met, all properly submitted recommendations will be promptly brought to the attention of the Nominating
and Corporate Governance Committee.
Communications
from Interested Parties
Anyone
who would like to communicate with, or otherwise make his or her concerns known directly to the Company’s non-management
directors, may do so by addressing such communications or concerns to the care of the General Counsel at legal@fubo.tv
or by mail at the principal executive office of the Company at 1330 Avenue of the Americas, New York, NY 10019, who will forward
such communications to the appropriate party.
The
General Counsel, in consultation with appropriate directors as necessary, reviews all incoming communications and screens for
communications that are solicitous, relate to matters of a personal nature not relevant for the Company’s shareholders to
act on or for the Board to consider or are of a type that render them improper or irrelevant to the functioning of the Board or
the Company. If appropriate, the Company’s General Counsel will route such communications to the appropriate director(s)
or, if none is specified, to the Chairperson of the Board. The Company’s General Counsel may decide in the exercise of his
or her judgment whether a response to any communication is necessary.
This
communications policy does not apply to communications to independent directors from officers or directors of the Company who
are shareholders or to shareholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.
Board
Leadership Structure and Role in Risk Oversight
The
Board does not have a policy on whether or not the roles of the Chief Executive Officer and Chairperson should be separate or,
if they are to be separate, whether the Chairperson should be selected from the non-employee directors or be an employee. Currently,
we operate with Mr. Gandler serving as a director and our Chief Executive Officer and Mr. Bronfman serving as our Executive Chairman
and Chairman of the Board. We believe that the separation of the Chairman and Chief Executive Officer positions suits the talents,
expertise and experience that each of Mr. Gandler and Mr. Bronfman bring to the Company. In addition, we believe that the separation
of the positions of Chairman and Chief Executive Officer, coupled with independent leadership on each our of Board committees,
reinforces the independence of the Board from management, creates an environment that encourages objective oversight of management’s
performance and enhances the effectiveness of the Board as a whole. We believe that we, like many U.S. companies, are well-served
by a flexible leadership structure. Our Board of Directors will continue to consider whether the positions of Chairperson of the
Board and Chief Executive Officer should be separated or combined at any given time as part of our succession planning process.
Our
Corporate Governance Guidelines provide that whenever our Chairperson of the Board does not qualify as an independent director,
the independent directors may appoint a lead independent director (“Lead Independent Director”). Our Corporate Governance
Guidelines provide that if appointed, the Lead Independent Director’s responsibilities include, but are not limited to:
calling separate meetings of the independent directors, determining the agenda and serving as chairperson of meetings of independent
directors, reporting to the Chief Executive Officer and the Chairperson of the Board regarding feedback from executive sessions,
serving as spokesperson for the Company as requested and performing such other responsibilities that may be designated by a majority
of the independent directors from time to time. We currently do not have a Lead Independent Director.
Risk
is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal
and compliance, and reputational. Management is responsible for the day-to-day management of risks the Company faces, while, our
Board, as a whole and assisted by its committees, has responsibility for the oversight of risk management. Our Board of Directors
focuses on our general risk management strategy, the most significant risks facing us, including risks relating to the Company’s
credit, liquidity and operations, and oversees the implementation of risk mitigation strategies by management. The Audit Committee
primarily oversees the Company’s accounting and financial reporting processes and internal controls and the Company’s
compliance with applicable law. The Compensation Committee considers the risks associated with our compensation policies and practices,
and the Nominating and Corporate Governance Committee oversees risks relating to our corporate governance practices and structure.
All committees receive regular reports from officers responsible for oversight of particular risks within the Company. The Board
periodically receives reports by each committee chair regarding the committee’s considerations and actions. The Board’s
allocation of risk oversight responsibility may change from time to time based on the evolving needs of the Company. Our Board
of Directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate
matters and significant transactions. The Board does not believe that its role in the oversight of our risks affects the Board’s
leadership structure.
Compensation
Risk Assessment
The
Compensation Committee periodically reviews the Company’s general compensation strategy to determine whether the policies
and practices encourage excessive risk-taking and evaluates compensation policies and practices that could mitigate such risks.
In addition, our Compensation Committee has engaged Compensia to independently review our executive compensation program. Based
on these reviews, our compensation committee structures our executive compensation program to encourage our named executive officers
focus on both short-term and long-term success. We therefore do not believe that our executive compensation program creates risks
that are reasonably likely to have a material adverse effect on us.
Code
of Ethics
We
have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees including our
principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar
functions. Our Code of Business Conduct and Ethics is available on the Investor Relations section of the Company’s website
at http://ir.fubo.tv. We expect that any amendments to the code, or any waivers of its requirements, that are required to be disclosed
by SEC or NYSE rules will be disclosed on our website.
Anti-Hedging
Policy
Our
Board of Directors has adopted an Insider Trading Compliance Policy, which applies to all of directors, officers, employees, consultants,
contractors, agents and other service providers of the Company, and any entities which such persons control. The policy prohibits
such persons from purchasing certain financial instruments, including prepaid variable forward contracts, equity swaps, collars,
and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease
in the market value of the Company’s equity securities.
Attendance
by Members of the Board of Directors at Meetings
There
were six meetings of the Board of Directors during the fiscal year ended December 31, 2020. During the fiscal year ended
December 31, 2020, each director attended at least 75% of the aggregate of (i) all meetings of the Board of Directors and (ii)
all meetings of the committees on which the director served during the period in which he or she served as a director.
Currently,
we do not maintain a formal policy regarding director attendance at annual meetings of shareholders; however, pursuant to our Corporate
Governance Guidelines, each director is strongly encouraged to attend each annual meeting of shareholders. All of our directors attended
the 2020 annual meeting.
Executive
Sessions
During
executive sessions of non-management directors, the chairs of each of the Audit Committee, the Compensation Committee, and the Nominating
and Corporate Governance Committee preside on a rotating basis based on the topics to be discussed. In addition, only the independent
directors, without the non-employee directors who are not independent, meet on a periodic basis in executive sessions. During these executive
sessions of the independent directors, Laura Onopchenko presides over the meeting.
Committees
of the Board
Our
Board has established three standing committees—Audit, Compensation and Nominating and Corporate Governance—each of which
operates under a written charter that has been approved by our Board.
The
members of each of the Board committees are set forth in the following chart.
Director
|
|
Audit
|
|
Compensation
|
|
Nominating and Corporate Governance
|
David Gandler
|
|
|
|
|
|
|
Edgar Bronfman Jr.
|
|
|
|
|
|
|
Henry Ahn*
|
|
X
|
|
X
|
|
|
Ignacio Figueras
|
|
|
|
|
|
|
Daniel Leff*
|
|
X
|
|
|
|
Chair
|
Laura Onopchenko*
|
|
Chair
|
|
|
|
|
Pär-Jörgen Pärson*
|
|
|
|
Chair
|
|
X
|
Audit
Committee
Our
Audit Committee’s duties and responsibilities are to, among other things:
|
●
|
appoint
and oversee an independent registered public accounting firm and approve audit and non-audit services;
|
|
|
|
|
●
|
evaluate
the independence and qualifications of the independent registered public accounting firm at least annually;
|
|
|
|
|
●
|
review
our annual audited financial statements and quarterly unaudited financial statements;
|
|
|
|
|
●
|
discuss
with management the Company’s procedures with respect to the presentation of the Company’s financial information and
review earnings press releases, earnings guidance provided to analysts and rating agencies and financial information provided to
the public, analysts and ratings agencies;
|
|
●
|
review
the responsibilities, functions, qualifications and performance of our internal audit function, including our internal audit function’s
charter, budget, objectivity and the scope and results of internal audits;
|
|
|
|
|
●
|
approve
the hiring, promotion, demotion or termination of the person in charge of our internal audit function;
|
|
|
|
|
●
|
review
the hiring of employees or former employees of our independent registered public accounting firm and oversee compliance with such
policies;
|
|
|
|
|
●
|
review,
approve and monitor related party transactions involving directors or executive officers as further detailed in the Company’s
Related Person Transactions Policy, including the development and maintenance of policies and procedures for the committee’s
review, approval and/or ratification of such transactions;
|
|
|
|
|
●
|
adopt
and oversee procedures to address complaints we receive regarding accounting, internal accounting controls or auditing matters and
the procedures shall allow for the confidential, anonymous submission by our employees of concerns regarding questionable accounting
or auditing matters;
|
|
|
|
|
●
|
review
and discuss with management and our independent registered public accounting firm, on at least an annual basis, the overall adequacy
and effectiveness of our legal, regulatory and ethical compliance programs, including the Company’s Code of Business Conduct
and Ethics, compliance with anti-bribery and anti-corruption laws and regulations, and compliance with export control regulations;
|
|
|
|
|
●
|
discuss
with management and our independent registered public accounting firm any correspondence with regulators or governmental agencies
and any reports or complaints that raise material issues regarding our financial statements or policies and discuss with our chief
financial officer any legal matters that may have a material impact on the financial statements or our compliance procedures;
|
|
|
|
|
●
|
review
and discuss with management, including the Company’s internal audit function, if applicable, and the Company’s independent
auditor guidelines and policies to identify, monitor, and address enterprise risks, including discussion of the Company’s major
financial risk exposures and the steps management has taken to monitor and control such exposure, and oversee and monitor management’s
plans to address such risks;
|
|
|
|
|
●
|
review
with the full Board any issues that arise regarding the quality or integrity of the Company’s financial statements, the Company’s
compliance with legal or regulatory requirements, the performance and independence of the Company’s independent auditor and
the performance of the internal audit function, if applicable;
|
|
|
|
|
●
|
review
at least annually the adequacy of the committee’s charter and recommend any proposed changes to the Board for approval; and
|
|
|
|
|
●
|
conduct
and present to the Board an annual self-performance evaluation of the committee.
|
The
members of the Audit Committee are Mr. Ahn, Dr. Leff and Ms. Onopchenko, with Ms. Onopchenko serving as chair. Our Board of Directors
has affirmatively determined that Mr. Ahn, Dr. Leff and Ms. Onopchenko each meet the definition of “independent director”
for purposes of serving on the Audit Committee under Rule 10A-3 of the Exchange Act and the NYSE rules. Each member of our Audit Committee
also meets the financial literacy requirements of NYSE rules. In addition, our Board of Directors has determined that Dr. Leff and Ms.
Onopchenko each qualify as an “Audit Committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation
S-K. Our Board of Directors has adopted an Audit Committee Charter, which is available in the “Corporate Governance” section
of the Company’s website located at http://ir.fubo.tv.
The
Audit Committee met three times during the fiscal year ended December 31, 2020.
Compensation
Committee
Our
Compensation Committee’s duties and responsibilities are to, among other things:
|
●
|
review
and approve annually the corporate goals and objectives applicable to the compensation of our Chief Executive Officer (the “CEO”),
evaluate at least annually the CEO’s performance in light thereof, and consider factors related to the performance of the Company
in approving the compensation level of the CEO;
|
|
|
|
|
●
|
review
at least annually and approve or recommend for approval to the Board members other than the CEO, the CEO’s compensation;
|
|
|
|
|
●
|
in
consultation with the CEO, review at least annually and approve or recommend for approval to the Board members other than the CEO
compensation for the other executive officers, including any prospective or former executive officers;
|
|
|
|
|
●
|
review
and approve, as well as approve amendments to or terminations of, any compensatory contracts or similar transactions or arrangements
with such other employees as the committee determines, including employment agreements, severance arrangements, transition or consulting
agreements, retirement agreements and change-in-control agreements or provisions;
|
|
|
|
|
●
|
review,
approve, amend and administer the Company’s employee benefit and equity incentive plans, including granting stock options,
restricted stock units, stock purchase rights or other equity-based or equity-linked awards to individuals eligible for such grants
in accordance with procedures and guidelines as may be established by the Board;
|
|
|
|
|
●
|
advise
the Board on management proposals to shareholders on executive compensation matters, including advisory votes on executive compensation
and the frequency of such votes, and proposals received from shareholders on executive compensation matters, and in conjunction with
the Nominating and Corporate Governance Committee, oversee management’s engagement with shareholders and proxy advisory firms
on executive compensation matters, then review the results of such votes and consider any implications in connection with the committee’s
ongoing determinations and recommendations regarding our executive compensation policies and practice;
|
|
|
|
|
●
|
establish,
and periodically review, our employee compensation plans, and oversee the development and implementation of our compensation plans
to ensure that these plans are consistent with this general compensation strategy;
|
|
|
|
|
●
|
review
and discuss compensation risk and risk management with respect to the Company’s compensation policies and practices;
|
|
|
|
|
●
|
approve,
or recommend to the Board for approval, the creation or revision of any clawback policy allowing us to recoup compensation paid to
employees, if and as the committee determines to be necessary or appropriate, or as required by applicable law;
|
|
|
|
|
●
|
review
and determine the form and amount of compensation to be paid for service on the Board and Board committees and for service as a chairperson
of a Board committee;
|
|
|
|
|
●
|
oversee
regulatory compliance with respect to compensation matters affecting us;
|
|
●
|
review
and discuss with management the compensation discussion and analysis that we may be required to include in SEC filings, including
this proxy statement, from time to time;
|
|
|
|
|
●
|
conduct
and present to the Board an annual self-performance evaluation of the committee; and
|
|
|
|
|
●
|
review
at least annually the adequacy of the committee’s charter and recommend any proposed changes to the Board for approval.
|
The
Compensation Committee may delegate its authority under the Compensation Committee charter in accordance with applicable laws and regulations.
The
Compensation Committee considers recommendations from our Chief Executive Officer regarding the compensation of our executive officers
other than himself. Under its charter, our Compensation Committee has the right to retain or obtain the advice of compensation consultants,
independent legal counsel and other advisers. The Compensation Committee periodically engages Compensia, an outside consultant to advise
on compensation-related matters. As part of this process, the Compensation Committee reviewed a compensation assessment provided by Compensia
comparing our compensation to that of a group of peer companies within our industry. The Compensation Committee has considered the adviser
independence factors required under SEC rules as they relate to Compensia and has determined that Compensia’s work does not raise
a conflict of interest.
The
Compensation Committee consists of Mr. Ahn and Mr. Pärson, with Mr. Pärson serving as chair. Our Board of Directors has determined
that Mr. Ahn and Mr. Pärson meet the definition of “independent director” for purposes of serving on the compensation
committee under the NYSE rules, including the heightened independence standards for members of a compensation committee, and are “non-employee
directors” as defined in Rule 16b-3 of the Exchange Act. Our Board of Directors has adopted a Compensation Committee Charter, which
is available in the “Corporate Governance” section of the Company’s website located at http://ir.fubo.tv.
The
Compensation Committee did not meet during the fiscal year ended December 31, 2020 but acted by unanimous written consent
during such period.
Nominating
and Corporate Governance Committee
Our
Nominating and Corporate Governance Committee’s duties and responsibilities are to, among other things:
|
●
|
make
recommendations to the Board regarding desired qualifications, expertise and characteristics sought of Board members;
|
|
|
|
|
●
|
make
recommendations to the Board regarding the current composition, organization and governance of the Board and its committees;
|
|
|
|
|
●
|
identify
individuals qualified to become Board members based on the Director Criteria;
|
|
|
|
|
●
|
evaluate
the performance of individual members of the Board eligible for re-election, and selecting, or recommending for the selection of
the Board, the director nominees for election to the Board by the shareholders at the annual meeting of shareholders or any special
meeting of shareholders at which directors are to be elected;
|
|
|
|
|
●
|
consider
the Board’s leadership structure, including the separation of the Chairman and Chief Executive Officer roles and/or appointment
of a lead independent director of the Board, either permanently or for specific purposes, and making such recommendations to the
Board as the committee deems appropriate;
|
|
|
|
|
●
|
develop
and review periodically the policies and procedures for considering shareholder nominees for election to the Board;
|
|
●
|
consider
director nominee recommendations from shareholders of the Company that are validly made and in accordance with applicable laws, rules
and regulations and the provisions of the Company’s certificate of incorporation and bylaws;
|
|
|
|
|
●
|
evaluate
and recommend termination of membership of individual directors for cause or for other appropriate reasons;
|
|
|
|
|
●
|
evaluate
the “independence” of directors and director nominees against the independence requirements of the securities exchange
on which the Company’s securities are listed, applicable rules and regulations of the SEC and other applicable laws;
|
|
|
|
|
●
|
recommend
to the Board nominees to fill vacancies and newly created directorships on the Board and nominees to stand for election as directors;
|
|
|
|
|
●
|
conduct
a periodic review of the Company’s succession planning process for the CEO, and any other members of the Company’s executive
management team, report its findings and recommendations to the Board, and assist the Board in evaluating potential successors to
the CEO or other members of the Company’s executive management team;
|
|
|
|
|
●
|
periodically
review the structure and composition of each committee of the Board and make recommendations, if any, to the Board for changes to
the committees of the Board, including changes in the structure, composition or mandate of the committees, as well as the creation
or dissolution of committees;
|
|
|
|
|
●
|
develop
and recommend to the Board corporate governance guidelines and annually review the corporate governance guidelines and their application,
and make recommendations, if any, to the Board for changes to the corporate governance guidelines;
|
|
|
|
|
●
|
oversee
the Company’s corporate governance practices, including reviewing and recommending to the Board for approval any changes to
the Company’s corporate governance framework;
|
|
|
|
|
●
|
oversee
the Company’s director orientation and continuing education, including making recommendations for continuing education of Board
members and evaluating the participation of members of the Board in accordance with applicable listing standards;
|
|
|
|
|
●
|
oversee
the evaluation of the Board and its committees and report such evaluation to the Board;
|
|
|
|
|
●
|
develop,
approve, review and monitor compliance with our Code of Business Conduct and Ethics, consider questions of possible conflicts of
interest of Board members and other corporate officers, review actual and potential conflicts of interest of Board members and corporate
officers, other than related party transactions reviewed by the Audit Committee, and approve or prohibit any involvement of such
persons in matters that may involve a conflict of interest or taking of a corporate opportunity;
|
|
|
|
|
●
|
administer
policies and procedures for various constituencies that are involved with the Company to communicate with the non-management Board
members;
|
|
|
|
|
●
|
engage
independent legal counsel, search firms, and other advisors as it determines necessary to carry out its duties, and have the sole
authority to retain and terminate any search firm to be used to identify director candidates, including the sole authority to approve
the search firm’s fees and other retention terms;
|
|
|
|
|
●
|
conduct
and present to the Board an annual self-performance evaluation of the committee; and
|
|
|
|
|
●
|
review
at least annually the adequacy of the committee’s charter and recommend any proposed changes to the Board for approval.
|
Our
Nominating and Corporate Governance Committee consists of Dr. Leff and Mr. Pärson, with Dr. Leff serving as chair. Our Board of
Directors has affirmatively determined that Dr. Leff and Mr. Pärson each meet the definition of “independent director”
under the NYSE rules. Our Board of Directors has adopted a Nominating and Corporate Governance Committee Charter, which is available
in the “Corporate Governance” section of the Company’s website located at http://ir.fubo.tv.
The
Nominating and Corporate Governance Committee did not meet during the fiscal year ended December 31, 2020 but acted
by unanimous written consent during such period.
EXECUTIVE
AND DIRECTOR COMPENSATION
This
section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary
Compensation Table” below. In 2020, our “named executive officers” and their positions were as follows:
|
●
|
David
Gandler, our Chief Executive Officer;
|
|
|
|
|
●
|
Edgar
Bronfman Jr., our Executive Chairman;
|
|
|
|
|
●
|
Simone
Nardi, our Chief Financial Officer; and
|
|
|
|
|
●
|
John
Textor, former Chief Executive Officer.
|
This
discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations
regarding future compensation programs.
Summary
Compensation Table
The
following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2020
and December 31, 2019.
Name
|
|
Year
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Option
Awards ($)(1)
|
|
|
All
other compensation ($)
|
|
|
Total
($)
|
|
David
Gandler(2)
|
|
2020
|
|
|
470,000
|
|
|
|
265,068
|
|
|
|
20,937,563
|
|
|
|
21,891
|
(3)
|
|
|
21,694,522
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edgar Bronfman Jr (4)
|
|
2020
|
|
|
84,098
|
(5)
|
|
|
-
|
|
|
|
20,858,046
|
|
|
|
-
|
|
|
|
20,942,144
|
|
Executive Chairman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Simone Nardi (6)
|
|
2020
|
|
|
250,833
|
|
|
|
153,295
|
|
|
|
5,890,500
|
|
|
|
73,846
|
(7)
|
|
|
6,368,474
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
Textor(8)
|
|
2020
|
|
|
416,667
|
|
|
|
-
|
|
|
|
-
|
|
|
|
533,319
|
(9)
|
|
|
949,986
|
|
Former Chief Executive Officer
|
|
2019
|
|
|
500,000
|
|
|
|
100,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
600,000
|
|
(1)
|
Represents
the grant date fair value of option awards granted in the applicable fiscal year. In accordance with SEC rules, this column reflects
the aggregate fair value of the awards granted to the NEOs computed as of the applicable grant date in accordance with Financial
Accounting Standards, Standard Board Accounting Codification Topic 718 for stock-based compensation transactions (ASC 718). Assumptions
used in the calculation of these amounts are included in Note 16 to our consolidated financial statements included in our Annual
Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 25, 2021, as amended by Amendment
No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 29, 2021. This
amount does not reflect the actual economic value that will be realized by the NEOs upon the exercise of the awards or the sale of
the common stock underlying such awards. In accordance with SEC rules and ASC 718, due to the vesting terms applicable to the
stock options granted to Mr. Gandler in October 2020, no grant date for ASC 718 purposes occurred for any portion of Mr. Gandler's
October 2020 stock option award and no value is reported in the table above for such award for 2020. SEC rules require presentation
that is consistent with ASC 718. The Company will report the grant date fair value for Mr. Gandler's October 2020 stock option award
in the Summary Compensation Table in future years as and when such grant date fair value is determined in accordance with ASC 718.
|
|
|
(2)
|
Mr.
Gandler was appointed as our Chief Executive Officer on April 1, 2020.
|
|
|
(3)
|
Represents
health insurance premiums paid by the Company on behalf of Mr. Gandler.
|
|
|
(4)
|
Mr.
Bronfman was appointed Executive Chairman on April 29, 2020, and Mr. Nardi was appointed Chief Financial Officer on June 8, 2020.
|
|
|
(5)
|
Represents
cash retainer fees paid in connection with his service as our Executive Chairman.
|
|
|
(6)
|
Mr.
Nardi became our Chief Financial Officer in May 2020, after having been Interim Chief Financial Officer since March 2020.
|
|
|
(7)
|
Represents consulting fees paid to Mr. Nardi for his service as interim Chief Financial Officer prior to commencing employment in May
2020.
|
|
|
(8)
|
Mr.
Textor served as our Chief Executive Officer from August 8, 2018 until April 1, 2020, as our Executive Chairman from April 1, 2020
to April 29, 2020 and as a director from August 8, 2018 to July 31, 2020. From April 29, 2020 through October 30, 2020, Mr. Textor
served as our Head of Studio. He resigned from all positions with the Company as of October 30, 2020.
|
|
|
(9)
|
Represents
$500,000 paid in connection with Mr. Textor’s Separation Agreement, as described below under “—Named Executive
Officer Employment Arrangements,” and $33,319 in health insurance premiums paid by the Company.
|
Elements
of the Company’s Executive Compensation Program
For
the year ended December 31, 2020, the compensation for our named executive officers other than Mr. Bronfman generally consisted of base
salary, cash bonuses and/or equity awards. These elements (and the amounts of compensation and benefits under each element) were selected
because we believe they are necessary to help us attract and retain executive talent which is fundamental to our success.
The
compensation for the year ended December 31, 2020 for our executive chairman Mr. Bronfman consisted of the option grant described in
more detail below, an annual cash retainer in accordance with our outside director compensation policy and the ability to receive annual
restricted stock unit awards pursuant to our outside director compensation policy. See “Director Compensation” below.
Below
is a more detailed summary of the current executive compensation program as it relates to our named executive officers.
Base
Salaries
The
named executive officers receive a base salary to compensate them for the services they provide to our company. The base salary payable
to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set,
experience, role and responsibilities.
The
annual base salaries for Mr. Gandler, Mr. Textor and Mr. Nardi in 2020 were $500,000, $500,000 and $430,000, respectively.
Annual
Bonus Program
Pursuant
to their respective employment agreements, Messrs. Gandler and Nardi had established target annual bonus amounts of $500,000 and $235,000,
respectively. With respect to Mr. Gandler’s 2020 bonus, he received $100,000 upon the uplist of the Company’s common stock
on either Nasdaq or the New York Stock Exchange (the “Uplist”). Mr. Gandler was also eligible to receive a pro-rata portion
of his target annual bonus of $500,000 bonus upon achievement of pre-determined performance goals.
The
actual annual cash bonuses paid to Messrs. Gandler and Nardi in 2020 are set forth in the Summary Compensation Table. Mr. Textor did
not receive an annual bonus for 2020, and Mr. Bronfman was not eligible for an annual bonus.
Equity
Compensation
We
maintain the fubo TV Inc. 2020 Equity Incentive Plan, or the 2020 Plan. The 2020 Plan provides our employees (including the named executive
officers) and other eligible service providers the opportunity to participate in the equity appreciation of our business and incentivize
them to work towards the long-term performance goals of the company. We believe that such awards function as a compelling incentive and
retention tool.
On
April 1, 2020 an in connection with his appointment as Chief Executive Officer, we granted Mr. Gandler a stock option to purchase 4,846,658
shares of our common stock with an exercise price per share of $8.124 under the terms of our 2020 Equity Incentive Plan (the “2020
Plan”). Mr. Gandler’s option vests and becomes exercisable with respect to the underlying shares in 48 successive equal monthly
installments over a four-year period measured from the grant date, subject to Mr. Gandler’s continuation in service through each
such date.
In
addition, on October 8, 2020 we granted Mr. Gandler a stock option under the 2020 Plan to purchase 4,100,000 shares of our common stock
with an exercise price per share of $10.00. The option will vest and become exercisable with respect to the underlying shares upon the
attainment of pre-determined targets over a five-year period tied to stock price, revenue, gross margin, an increase of the number of
subscribers, the launch of new markets and creation of new revenue streams, and the Board will review attainment of such goals annually
from 2021 through 2025 to determine if any vesting is warranted. As a condition to receiving this grant, Mr. Gandler and his affiliates
and transferees agreed that his existing founder shares will not be sold over the five year performance period, except that 50% of his
founder shares may be sold from 2021 to 2023, with no more than 25% sold in 2021, and no more than 20% in each of 2022 and 2023.
In
connection with his appointment as Executive Chairman on April 29, 2020, Mr. Bronfman received a stock option to purchase 1,875,000 shares
of our common stock with an exercise price per share of $8.76. On June 28, 2020, we granted Mr. Bronfman a stock option to purchase 1,203,297
shares of our common stock with an exercise price per share of $11.15. Both options were granted under the 2020 Plan and were each scheduled
to vest and become exercisable in four successive equal annual installments from the grant date or upon the achievement of four separate
pre-determined stock price milestones. Both of these awards vested and became exercisable in full upon attainment of pre-determined stock
price milestones.
On
April 19, 2021, our Board, upon the recommendation of our Compensation Committee, approved an option grant to Mr. Bronfman to purchase
1,375,000 shares of our common stock to be awarded effective May 19, 2021, with an exercise price per share equal to the average closing
price per share of our common stock for the 30-calendar-day-period beginning on April 20, 2021 and ending on May 19, 2021. The option
will be granted under the 2020 Plan and have a term of seven years measured from the grant date. The option will vest and become exercisable
as follows:
|
●
|
with
respect to one-third of the underlying shares on the later of (i) the first anniversary of the grant date and (ii) the date on which
the average per-share closing price of our common stock over any ten consecutive trading days first exceeds 120% of the option’s
per-share exercise price (the “Tranche 1 Target”);
|
|
|
|
|
●
|
with
respect to one-third of the underlying shares on the later of (i) the second anniversary of the grant date and (ii) the date on which
the average per-share closing price over any ten consecutive trading days first exceeds 120% of the Tranche 1 Target (the “Tranche
2 Target”); and
|
|
|
|
|
●
|
with
respect to the remaining one-third of the underlying shares on the later of (i) the third anniversary of the grant date and (ii)
the date on which the average per-share closing price over any ten consecutive trading days first exceeds 120% of the Tranche 2 Target.
|
In
accordance with the terms of the option agreement, in the event of Mr. Bronfman’s good leaver termination (as such term is defined
in the applicable option agreement), the option will remain outstanding and will vest and become exercisable (i) to the extent the applicable
price target has not been attained prior to such termination, if and when the applicable price target is attained prior to the expiration
of the option, and (ii) if the applicable price target has been attained prior to such good leaver termination but the tranche of the
option corresponding to such price target. Target remains outstanding and unvested as a result of the corresponding anniversary date
not yet having occurred, such tranche shall vest on the date of such good leaver termination; provided, that in no event shall any portion
of the option remain eligible to vest following the expiration date of the option. In the event Mr. Bronfman’s service is terminated
for any other reason, any unvested portion of the option will terminate and cease to be outstanding. Upon a change in control of the
Company, the option will immediately vest and become exercisable in full. Pursuant to the terms of Mr. Bronfman's option
agreement, in the event his employment terminates prior to, in connection with, or within 12 months following a change in control prior
to the third anniversary of the grant date, Mr. Bronfman will be subject to a noncompetition covenant for a period of 24 months following
his termination.
On
June 8, 2020 and in connection with his appointment as Chief Financial Officer, we granted Mr. Nardi a stock option under the 2020 Plan
to purchase 850,000 shares of our common stock with an exercise price per share of $10.435. The option will vest and become exercisable
with respect to 25% of the underlying shares on the first anniversary of the grant date and with respect to the remaining shares in 36
successive equal monthly installments thereafter, subject to Mr. Nardi’s continuation in service through each such date.
The
stock options granted to Messrs. Gandler and Nardi are subject to accelerated vesting under the terms of their respective employment
agreements, as described below under “—Named Executive Officer Employment Arrangements.”
Other
Elements of Compensation
We
maintain a tax-qualified 401(k) retirement plan for all U.S. employees. Under our 401(k) plan, employees may elect to defer up to all
eligible compensation, subject to applicable annual Code limits. We do not match any contributions made by our employees, including executives.
We intend for our 401(k) plan to qualify under Section 401(a) and 501(a) of the Code so that contributions by employees to our 401(k)
plan, and income earned on those contributions, are not taxable to employees until withdrawn from our 401(k) plan.
All
of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including
medical, dental and vision benefits and life insurance commuter benefits. Our named executive officers participate in these plans on
the same basis as all full-time employees.
Outstanding
Equity Awards at Fiscal Year-End
The
following table summarizes the number of share of common stock underlying the outstanding equity incentive plan awards for each named
executive officer as of December 31, 2020. Mr. Textor did not hold any outstanding equity awards as of December 31, 2020.
Name
|
|
Grant Date
|
|
Number of Shares Underlying Unexercised Options Exercisable (#)
|
|
|
Number of Shares Underlying Unexercised Options Unexercisable (#)
|
|
|
Exercise Price Per Unit ($)
|
|
|
Expiration Date
|
David Gandler
|
|
4/1/2020
|
|
|
807,776
|
|
|
|
4,038,882
|
(1)
|
|
|
8.124
|
|
|
3/31/2030
|
David Gandler
|
|
10/8/2020
|
|
|
-
|
|
|
|
4,100,000
|
(2)
|
|
|
10.00
|
|
|
9/20/2025
|
David Gandler
|
|
5/31/2018
|
|
|
563,662
|
|
|
|
309,105
|
(3)
|
|
|
1.99
|
|
|
5/31/2028
|
David Gandler
|
|
8/4/2016
|
|
|
776,675
|
(4)
|
|
|
-
|
|
|
|
0.49
|
|
|
8/3/2026
|
David Gandler
|
|
9/21/2015
|
|
|
209,024
|
(5)
|
|
|
-
|
|
|
|
0.22
|
|
|
9/20/2025
|
Edgar Bronfman Jr.
|
|
4/29/2020
|
|
|
1,875,000
|
(6)
|
|
|
-
|
|
|
|
8.76
|
|
|
4/29/2027
|
Edgar Bronfman Jr.
|
|
6/28/2020
|
|
|
1,203,297
|
(6)
|
|
|
-
|
|
|
|
11.15
|
|
|
4/29/2027
|
Simone Nardi
|
|
6/8/2020
|
|
|
-
|
|
|
|
850,000
|
(7)
|
|
|
10.435
|
|
|
6/7/2030
|
(1)
|
The
option vests and becomes exercisable with respect to 1/48 of the shares in successive equal monthly installments measured from the
grant date, subject to Mr. Gandler’s continuation in employment or service with the Company through each such applicable date.
In addition, the employment agreement with Mr. Gandler provides for accelerated vesting under certain circumstances. For additional
discussion, please see “—Named Executive Officer Employment Arrangements” below.
|
|
|
(2)
|
The
option vests and becomes exercisable with respect to the underlying shares upon the attainment of pre-determined targets over a five-year
period tied to stock price, revenue, gross margin, an increase of the number of subscribers, the launch of new markets and creation
of new revenue streams, and the Board will review attainment of such goals annually from 2021 through 2025 to determine if any vesting
is warranted.
|
|
|
(3)
|
The
option vests and become exercisable with respect to 25% of the underlying shares upon the first anniversary of the grant date and
with respect to the balance of the shares in 36 successive equal monthly installments thereafter, subject to Mr. Gandler’s
continuation in employment or service with the Company through each such date. In addition, the employment agreement with Mr. Gandler
provides for accelerated vesting under certain circumstances. For additional discussion, please see “—Named Executive
Officer Employment Arrangements” below. These options were granted by fuboTV prior to the Merger, and were assumed by us
and converted into options to acquire our shares pursuant to the Merger Agreement.
|
|
|
(4)
|
The
option vested with respect to the shares in 48 successive equal monthly installments measured from the vesting commencement date
of July 1, 2016, subject to Mr. Gandler’s continuation in employment or service with the Company through each such date. These
options were granted by fuboTV prior to the Merger, and were assumed by us and converted into options to acquire our shares pursuant
to the Merger Agreement.
|
|
|
(5)
|
The
option vested with respect to 25% of the underlying shares upon the first anniversary of the vesting commencement date of August
15, 2015, and with respect to the balance of the shares in 36 successive equal monthly installments thereafter, subject to Mr. Gandler’s
continuation in employment or service with the Company through each such date. In addition, the employment agreement with Mr. Gandler
provides for accelerated vesting under certain circumstances. These options were granted by fuboTV prior to the Merger, and were
assumed by us and converted into options to acquire our shares pursuant to the Merger Agreement.
|
|
|
(6)
|
The
options granted to Mr. Bronfman were each scheduled to vest and become exercisable in four successive equal annual installments from
the grant date or, if earlier, upon the achievement of four separate pre-determined stock price milestones ($12.00, $16.00, $20.00
and $24.00). Both of these awards vested and became exercisable in full during 2020 upon attainment of the pre-determined stock price
milestones.
|
|
|
(7)
|
The
option vests and becomes exercisable with respect to 25% of the underlying shares upon the first anniversary of the vesting commencement
date, and with respect to the balance of the shares in 36 successive equal monthly installments thereafter, subject to Mr. Nardi’s
continuation in employment or service with the Company through each such applicable date. In addition, the employment agreement with
Mr. Nardi provides for accelerated vesting under certain circumstances. For additional discussion, please see “—Named
Executive Officer Employment Arrangements” below.
|
Named
Executive Officer Employment Arrangements
David
Gandler
On
October 8, 2020, the Company entered into a new executive employment agreement with David Gandler (the “Gandler Employment Agreement”)
to supersede Mr. Gandler’s then-existing employment agreement dated April 1, 2020 (the “Prior Employment Agreement”).
The Prior Employment Agreement was otherwise set to expire upon the Uplist. Mr. Gandler is the Company’s Chief Executive Officer
and a member of the Board. In accordance with the terms of the Gandler Employment Agreement, Mr. Gandler receives an annual base salary
of $500,000 and, beginning with the 2021 fiscal year, is eligible for an annual bonus of $500,000 subject to the achievement of certain
performance objectives. For the 2020 fiscal year, Mr. Gandler was eligible to earn a bonus of $100,000 upon the Uplist and a pro-rata
portion of the $500,000 annual bonus for the remainder of the year, subject to the achievement of certain performance objectives. The
Gandler Employment Agreement initially expires on October 8, 2023 and will automatically extend in one year increments thereafter, subject
to advance written notice provided by either party of its election not to extend the agreement.
If
Mr. Gandler’s employment is terminated by the Company outside of the “change of in control period” (as defined below)
other than for cause (as defined in the Gandler Employment Agree), death or disability, he will be eligible to receive severance payments
equal to 12 months of his then-current base salary and reimbursement of healthcare continuation payments for up to twelve months. If
during the change in control period, (i) the Company terminates his employment with the Company other than for cause, death or disability,
or (ii) Mr. Gandler resigns for good reason (as defined in the Gandler Employment Agreement), he will be eligible to receive a lump-sum
cash payment equal to one year of his then-current base salary, a lump-sum cash payment equal to his then-current target bonus, reimbursement
of healthcare continuation payments for up to one year and full accelerated vesting of his outstanding time-based equity awards. All
severance is subject to Mr. Gandler’s execution of a release of claims and continued compliance with restrictive covenants. The
“change in control period” means the one year period following a change in control.
On
October 8, 2020, the Company also entered into an amendment to the At-Will Employment, Confidential Information, and Invention Assignment
Agreement with David Gandler. Pursuant to this amendment, Mr. Gandler is now subject to a one-year post-termination non-compete.
Edgar
Bronfman Jr.
On
April 29, 2020, we entered into a letter agreement with Edgar Bronfman Jr. (the “Bronfman Letter Agreement”), pursuant to
which Mr. Bronfman agreed to serve as our Executive Chairman in addition to serving as a member of our Board. The Bronfman Letter Agreement
provides that Mr. Bronfman’s employment as our Executive Chairman is for an indefinite period and is terminable by either Mr. Bronfman
or us upon 30 days’ advance written notice. In the event Mr. Bronfman’s employment with the Company is terminated by the
Company without cause, by Mr. Bronfman following the Company’s material breach of any agreement between Mr. Bronfman and the Company
or due to Mr. Bronfman’s death or disability, any outstanding portion of his option awards, described below, that remains unvested
as of the date of such termination of employment will remain outstanding and eligible to vest in accordance with the terms of the applicable
stock option agreement. In addition, any unvested portion of the option awards that remains outstanding as of the date of a change in
control of the Company will immediately vest in full and become exercisable. He is also entitled to receive an annual equity award on
the same terms as the non-employee members of our board of directors, as further described below under “Director Compensation.”
Simone
Nardi
The
Company entered into an employment agreement with Mr. Nardi (the “Nardi Employment Agreement”), effective May 2020,
pursuant to which Mr. Nardi agreed to serve as the Company’s Chief Financial Officer for a term of one year. Pursuant
to the Nardi Employment Agreement, Mr. Nardi will receive an annual base salary of $430,000 per year, subject to increase, but
not decrease, at the discretion of the compensation committee of the Board and the Chief Executive Officer. Mr. Nardi will be
eligible to receive a target maximum annual bonus of $235,000, based on the Company achieving certain performance-based objectives,
as established by the Company’s compensation committee and the Chief Executive Officer. Mr. Nardi is also eligible to participate
in the Company’s employee benefit plans as in effect from time to time on the same terms as generally made available to
other senior executives of the Company and have other benefits provided to executives of the Company.
In
the event Mr. Nardi’s employment with the Company is terminated without cause or for good reason (each as defined in the Nardi
Employment Agreement) within 12 months following a change of control, any unvested portion of his option award granted to him in connection
with his commencement of employment, described above, that remains outstanding as of the date of a change in control of the Company will
immediately vest in full and become exercisable. Further, in the event Mr. Nardi’s employment with the Company is, during the term
of the Nardi Employment Agreement, terminated without cause or for good reason, the Company shall pay Mr. Nardi an amount equal to 50%
of his then-current annual base salary and full accelerated vesting of his outstanding time-based equity awards. The Nardi Employment
Agreement contains standard non-compete and confidentiality provisions.
John
Textor
Mr.
Textor resigned from all positions with the Company as of October 30, 2020. The terms of Mr. Textor’s employment as our Chief Executive
Officer were governed by an employment agreement dated August 8, 2018 (the “Textor Employment Agreement”). In connection
with his resignation, we entered into a separation agreement with Mr. Textor dated December 1, 2020 (the “Textor Separation Agreement”).
Pursuant to the Textor Separation Agreement, the Company paid Mr. Textor a lump sum payment of $500,000. The amount paid to Mr. Textor
in accordance with the Textor Separation Agreement superseded and replaced any amounts payable under the Textor Employment Agreement.
Director
Compensation
Outside
Director Compensation Policy
We
compensate non-employee members of the Board. With the exception of the Executive Chairman, directors who are also employees do not receive
cash or equity compensation for service on the Board in addition to compensation payable for their service as our employees. The non-employee
members of the Board are reimbursed for travel, lodging and other reasonable expenses incurred in attending board of directors or committee
meetings.
We
established our Outside Director Compensation Policy to set forth guidelines for the compensation of our non-employee directors for their
service on our Board. Under our Outside Director Compensation Policy, each non-employee director receives an initial award of either
an option to purchase shares of common stock or restricted stock units, in each case with a Value (as defined in the policy) of $330,000.
If such an award is an option, it vests in 36 equal, monthly installments after the grant date, subject to continued service through
the vesting date; if such an award is in the form of restricted stock units, such portion of the initial award will vest in three annual
installments beginning with the first anniversary after the grant date, subject to continued service through the vesting date.
Additionally,
each non-employee director receives an annual award of either an option to purchase shares of common stock or restricted stock units,
in each case with a Value of $228,000, effective on the date of each annual meeting of the stockholders; provided, however, that a non-employee
director will not be eligible for an annual award unless he or she has been a director for at least six months prior to the annual meeting
of the stockholders and is continuing as a non-employee director following the annual meeting. Each annual award will vest in full on
the earlier to occur of the first anniversary of the grant date or the day immediately prior to the date of our annual stockholder meeting
immediately following the date of grant, subject to continued service through the vesting date. The awards under our Outside Director
Compensation Policy will accelerate and vest in full upon a change in control (as defined in the 2020 Plan), provided the director has
continued in service through such change in control date.
The
cash and equity components of our compensation policy for non-employee directors are set forth below:
Position
|
|
Annual Cash Retainer
|
|
|
Annual Equity Grant
|
|
Base Fee
|
|
$
|
45,000
|
|
|
$
|
228,000
|
|
Chairperson Fee
|
|
|
|
|
|
|
|
|
Chairman of the Board (including Executive Chairman)
|
|
$
|
50,000
|
|
|
|
|
|
Audit Committee
|
|
$
|
24,000
|
|
|
|
|
|
Compensation Committee
|
|
$
|
16,000
|
|
|
|
|
|
Nominating and Corporate Governance Committee
|
|
$
|
10,000
|
|
|
|
|
|
Committee Member Fee
|
|
|
|
|
|
|
|
|
Audit Committee
|
|
$
|
10,000
|
|
|
|
|
|
Compensation Committee
|
|
$
|
7,500
|
|
|
|
|
|
Nominating and Corporate Governance Committee
|
|
$
|
5,000
|
|
|
|
|
|
Director
Compensation Table
The
following table sets forth information concerning the compensation received by our directors for the year ended December 31, 2020. Alexander
Bafer and Frank Esposito, each of whom served as executive officers and members of the Board during 2020 but are not named executive
officers, are also included in the table below. Messrs. Gandler and Bronfman, each of whom serves on our Board but also serves as an
executive officer, are named executive officers for 2020 and their compensation for 2020 is discussed in the Summary Compensation Table
and accompanying narrative above.
Name
|
|
Fees Earned or Paid in Cash ($)
|
|
|
Stock Awards ($)(1)
|
|
|
Option
Awards ($)(1)
|
|
|
All other compensation ($)
|
|
|
Total ($)
|
|
Henry Ahn
|
|
|
30,574
|
|
|
|
-
|
|
|
|
273,280
|
|
|
|
-
|
|
|
|
303,854
|
|
Ignacio Figueras
|
|
|
24,846
|
|
|
|
2,147,100
|
(2)
|
|
|
278,416
|
|
|
|
-
|
|
|
|
2,450,362
|
|
Daniel Leff
|
|
|
36,164
|
|
|
|
-
|
|
|
|
270,025
|
|
|
|
-
|
|
|
|
306,189
|
|
Laura Onopchenko
|
|
|
20,078
|
|
|
|
-
|
|
|
|
272,374
|
|
|
|
-
|
|
|
|
292,452
|
|
Par-Jorgen Pärson
|
|
|
45,848
|
|
|
|
-
|
|
|
|
523,473
|
|
|
|
-
|
|
|
|
569,321
|
|
Alexander Bafer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
825,728
|
(3)
|
|
|
825,728
|
|
Frank Esposito
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,000
|
(4)
|
|
|
5,000
|
|
(1)
|
Represents
the grant date fair value of stock and option awards granted in 2020. In accordance with SEC rules, this column reflects the aggregate
fair value of the awards granted to the non-employee directors computed as of the applicable grant date in accordance with ASC 718.
Assumptions used in the calculation of these amounts are included in Note 16 to our consolidated financial statements included in
our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 25, 2021, as amended by
Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 29,
2021. This amount does not reflect the actual economic value that will be realized by the non-employee directors upon the exercise
of the awards or the sale of the common stock underlying such awards.
|
|
|
(2)
|
Represents
a restricted stock unit award granted to Mr. Figueras in exchange for certain consulting services to the Company pursuant to a consulting
agreement entered into effective November 25, 2020. The restricted stock unit award will vest in three equal installments following
each 6 month period of continued service by Mr. Figueras.
|
|
|
(3)
|
Mr.
Bafer served as our Chief Executive Officer from February 2018 to August 8, 2018, when he resigned as Chief Executive Officer and
assumed the role of Executive Chairman. On April 1, 2020, Mr. Bafer resigned from his position as Executive Chairman. Mr. Bafer resigned
from our Board and all other positions at the Company and its subsidiaries on July 31, 2020. All other compensation for Mr. Bafer
consists of compensation paid to Mr. Bafer for his employment or services during fiscal year 2020 prior to his resignation
($291,668); separation benefits payable upon resignation of his employment pursuant to a general release of claims ($500,000); and
health insurance premiums paid by the Company ($34,060).
|
|
|
(4)
|
Mr.
Esposito served as our Chief Legal Officer and Secretary until April 10, 2020, and as a member of the Board until April 15, 2020.
All other compensation for Mr. Esposito consists of $5,000 compensation paid to Mr. Esposito for his services as the Company’s
Chief Legal Officer during fiscal year 2020 prior to his resignation.
|
The
table below shows the aggregate number of shares of our common stock underlying outstanding stock options (exercisable and unexercisable)
and unvested restricted stock unit awards held as of December 31, 2020 by each non-employee director who was serving as of December 31,
2020.
Name
|
|
Outstanding Restricted Stock Units at Fiscal
Year End (#)
|
|
|
Outstanding Options at Fiscal
Year End (#)
|
|
Henry Ahn
|
|
|
-
|
|
|
|
66,330
|
|
Ignacio Figueras
|
|
|
85,000
|
|
|
|
66,132
|
|
Daniel Leff
|
|
|
-
|
|
|
|
65,540
|
|
Laura Onopchenko
|
|
|
-
|
|
|
|
68,608
|
|
Par-Jorgen Pärson
|
|
|
-
|
|
|
|
67,176
|
|
Alexander Bafer
|
|
|
-
|
|
|
|
-
|
|
Frank Esposito
|
|
|
-
|
|
|
|
-
|
|
Arrangements
with Alexander Bafer
Effective
August 8, 2018, the Company entered into an agreement with Alexander Bafer (the “Bafer Executive Chairman Agreement”). The
Bafer Executive Chairman Agreement had an initial term of one year from August 8, 2018 and continued thereafter until Mr. Bafer was replaced
as Chairman of the Board on April 1, 2020. In exchange for Mr. Bafer’s services as Chairman of the Board, the Company agreed to
pay Mr. Bafer an annual base salary of $500,000, subject to annual increases as determined in the sole discretion of the compensation
committee or the full Board if no compensation committee existed. In addition, Mr. Bafer was also eligible to receive equity awards,
and an annual target bonus payment equal, as a percentage of his base salary, to that received by all other C-suite executives, subject
to a minimum bonus of $100,000 per year. Subject to the minimum bonus, the bonus was be determined based on the achievement of certain
performance objectives of the Company as established by the compensation committee.
The
Bafer Executive Chairman Agreement provided that Mr. Bafer was entitled to a lump sum payment equal to his then-current base salary upon
termination of the Bafer Executive Chairman Agreement. Mr. Bafer resigned as Chairman on April 1, 2020 and as a member of the Board on
July 31, 2020. The Company and Mr. Bafer executed a Separation and Settlement Agreement and Release (the “Bafer Release”)
with Mr. Bafer effective August 1, 2020. Pursuant to the terms of the Bafer Release, we will pay Mr. Bafer a total of $500,000, payable
in equal monthly installments, over the first 24 months following the effective date of the Bafer Release. Pursuant to the Bafer Release,
Mr. Bafer resigned from any positions or affiliations he held with us. The Bafer Release provides for a customary release of claims and
non-disparagement provision in favor of us.
The
table below sets forth the number of securities to be issued upon exercise of outstanding options, warrants and rights as of December
31, 2020.
Plan Category:
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights
|
|
|
Number of Securities Available for Future Issuance under Equity Compensation Plans (excludes securities reflected in first column) (4)
|
|
Equity compensation plans approved by security holders (1)
|
|
|
23,902,885
|
(2)
|
|
$
|
7.17
|
(3)
|
|
|
16,818,684
|
|
Equity compensation plans not approved by security holders
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
|
23,902,885
|
(2)
|
|
$
|
7.17
|
(3)
|
|
|
16,818,684
|
|
(1)
Consists of the 2014 Incentive Stock Plan (the “2014 Plan”), 2015 Equity Incentive Plan (the “2015 Plan”) and
the 2020 Equity Incentive Plan (the “2020 Plan”).
(2)
Consists of 280,000 outstanding options to purchase common stock under the 2014 Plan, 6,178,791 outstanding options to purchase common
stock under the 2015 Plan and 14,423,566 outstanding options to purchase common stock and 485,000 restricted stock units under the 2020
Plan.
(3)
As of December 31, 2020, the weighted-average exercise price of outstanding options under the 2014 Plan was $7.20, the weighted-average
exercise price of outstanding options under the 2015 Plan was $1.33 and the weighted-average exercise price of outstanding options under
the 2020 Plan was $9.43.
(4)
Includes 16,818,684 shares available for future issuance under the 2020 Plan.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth information with respect to the beneficial ownership of our common stock for:
|
●
|
each
person known by us to beneficially own more than 5% of our common stock;
|
|
|
|
|
●
|
each
of our directors;
|
|
|
|
|
●
|
each
of our named executive officers; and
|
|
|
|
|
●
|
all
of our executive officers and directors as a group.
|
The
number of shares beneficially owned by each stockholder as described in this proxy statement is determined under rules issued by the
SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power
or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of
that person, shares of common stock subject to options, or other rights held by such person that are currently exercisable or will become
exercisable within 60 days of April 16, 2021, are considered outstanding, although these shares are not considered outstanding for purposes
of computing the percentage ownership of any other person. The percentage ownership of each individual or entity is based on approximately
140,526,365 shares of our common stock outstanding as of April 16, 2021.
Unless
otherwise indicated, the address of each beneficial owner listed below is c/o fuboTV Inc. 1330 Avenue of the Americas, New York, NY 10019.
We believe, based on information provided to us, that each of the shareholders listed below has sole voting and investment power with
respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.
|
|
Number of Shares Beneficially Owned
|
|
|
Percentage of Shares Beneficially Owned
|
|
5% or Greater Beneficial Owners
|
|
|
|
|
|
|
|
|
None(1)
|
|
|
|
|
|
|
|
|
Named Executive Officers and Directors
|
|
|
|
|
|
|
|
|
David Gandler(2)
|
|
|
6,740,854
|
|
|
|
4.7
|
%
|
Edgar Bronfman Jr.(3)
|
|
|
8,309,132
|
|
|
|
5.8
|
%
|
John Textor(4)
|
|
|
2,668,745
|
|
|
|
1.9
|
%
|
Pär-Jörgen Pärson(5)
|
|
|
33,588
|
|
|
|
*
|
|
Daniel Leff(6)
|
|
|
5,178,350
|
|
|
|
3.7
|
%
|
Henry Ahn(7)
|
|
|
19,885
|
|
|
|
*
|
|
Ignacio Figueras(8)
|
|
|
46,703
|
|
|
|
*
|
|
Laura Onopchenko(9)
|
|
|
15,246
|
|
|
|
*
|
|
Simone Nardi(10)
|
|
|
212,500
|
|
|
|
*
|
|
All executive officers and directors as a group (10 persons)(11)
|
|
|
19,810,728
|
|
|
|
13.2
|
%
|
*
|
Represents
beneficial ownership of less than 1%.
|
|
|
(1)
|
Based
on the Schedules 13G and 13D filed with the SEC and the number of outstanding shares of common stock as of April 16, 2021, the Company
does not believe there are any beneficial holders of five percent or more of the Company’s common stock as of April 16, 2021,
except as otherwise noted in this table.
|
|
|
(2)
|
Represents
3,053,882 shares of common stock issuable pursuant to options held directly by Mr. Gandler exercisable within 60 days of April 16,
2021 and 1,898,724 shares of common stock held by Mr. Gandler in his individual capacity. Also includes (i) 482,000 held directly
by Diana Gandler, Mr. Gandler’s spouse, and (ii) 675,416 shares held directly by David Gandler & Yuriy Boykivttees Diana
Gandler 2020 Family Irrevocable Trust U/A Dtd 09-30-20, (iii) 315,416 shares held directly by Yuriy Boykiv Trustee Chloe Gandler
2020 Irrevocable Trust U/A Dtd 09-30-20, and (iv) 315,416 shares held directly by Yuriy Boykiv Trustee Forest Gandler 2020 Irrevocable
Trust U/A Dtd 09-30-20. Mr. Gandler has voting and investment power over the shares held by each of the foregoing trusts.
|
(3)
|
Based
on information provided to the Company on April 20, 2021, represents (i) 3,078,297 shares of common stock issuable pursuant
to options held directly by Mr. Bronfman exercisable within 60 days of April 16, 2021, (ii) 68,429 shares of common stock
held by Mr. Bronfman in his individual capacity and (iii) 39,453 shares of common stock held by the Edgar Bronfman Family
EMBT. Also includes (i) 1,242,278 shares of common stock held directly by Waverley Capital, LP, or Waverley Capital, (ii)
285,714 shares issuable pursuant to warrants held by Waverley Capital exercisable within 60 days of April 16, 2021, (iii)
2,916,896 shares of common stock held directly by Luminari Capital, L.P., or Luminari Capital and (iv) 678,065 shares of common
stock held directly by WL fuboTV, LP, or WL fuboTV. The general partner of Waverley Capital is Waverley Capital Partners,
LLC. Mr. Bronfman and Dr. Daniel V. Leff, as managing members of Waverley Capital Partners, LLC, may be deemed to have shared
voting and investment power with respect to these securities. Each of Mr. Bronfman, Dr. Leff and Waverley Capital Partners,
LLC disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein and the inclusion
of these securities herein shall not be deemed an admission by any of them of beneficial ownership of the reported securities
for purposes of Section 16 under the Exchange Act or for any other purposes. The general partner of Luminari Capital is Luminari
Capital Partners, LLC. Mr. Bronfman has an assignee interest in Luminari Capital Partners, LLC. Dr. Leff, as managing member
of Luminari Capital Partners, LLC, may be deemed to have shared voting and investment power with respect to these securities.
Each of Mr. Bronfman, Dr. Leff and Luminari Capital Partners, LLC disclaims beneficial ownership of these securities
except to the extent of its pecuniary interest therein and the inclusion of these securities herein shall not be deemed an
admission by any of them of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
The general partner of WL fuboTV is WL fuboTV GP, LLC. Mr. Bronfman and Dr. Leff, as managing members of WL fuboTV GP, LLC,
may be deemed to have shared voting and investment power with respect to these shares. Each of Mr. Bronfman, Dr. Leff
and WL fuboTV GP, LLC disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein
and the inclusion of these securities herein shall not be deemed an admission by any of them of beneficial ownership of the
reported securities for purposes of Section 16 or for any other purposes. The address for Luminari Capital, Waverley Capital
and WL fuboTV is 535 Ramona Street, Suite #8, Palo Alto, CA 94301.
|
|
|
(4)
|
Based
on information provided to the Company by Mr. Textor on April 22, 2021, represents (i) 518,745 shares of common stock held by Mr.
Textor and (ii) 2,150,000 shares of common stock issuable pursuant to options held directly by Mr. Textor exercisable within 60 days
of April 16, 2021.
|
|
|
(5)
|
Represents
33,588 shares of common stock issuable pursuant to options held directly by Mr. Pärson exercisable within 60 days of April 16,
2021.
|
|
|
(6)
|
Based
on information provided to the Company on April 20, 2021, represents (i)18,205 shares of common stock issuable pursuant to
options held directly by Dr. Leff exercisable within 60 days of April 16, 2021, (ii) 8,397 restricted stock units held
directly by Dr. Leff exercisable within 60 days of April 16, 2021 and (iii) 28,795 shares of common stock held by Dr. Leff in
his individual capacity. Also includes (i) 1,242,278 shares of common stock held directly by Waverley Capital, (ii) 285,714
shares issuable pursuant to warrants held by Waverley Capital exercisable within 60 days of April 16, 2021, (iii) 2,916,896
shares of common stock held directly by Luminari Capital and (iv) 678,065 shares of common stock held directly by WL fuboTV.
The general partner of Waverley Capital is Waverley Capital Partners, LLC. Mr. Bronfman and Dr. Leff, as managing members of
Waverley Capital Partners, LLC, may be deemed to have shared voting and investment power with respect to these securities.
Each of Mr. Bronfman, Dr. Leff and Waverley Capital Partners, LLC disclaims beneficial ownership of these securities
except to the extent of its pecuniary interest therein and the inclusion of these securities herein shall not be deemed an
admission by any of them of beneficial ownership of the reported securities for purposes of Section 16 under the Exchange Act
or for any other purposes. The general partner of Luminari Capital is Luminari Capital Partners, LLC. Mr. Bronfman has an
assignee interest in Luminari Capital Partners, LLC. Dr. Leff, as managing member of Luminari Capital Partners, LLC, may be
deemed to have shared voting and investment power with respect to these securities. Each of Mr. Bronfman, Dr. Leff and
Luminari Capital Partners, LLC disclaims beneficial ownership of these securities except to the extent of its pecuniary
interest therein and the inclusion of these securities herein shall not be deemed an admission by any of them of beneficial
ownership of the reported securities for purposes of Section 16 or for any other purposes. The general partner of WL fuboTV
is WL fuboTV GP, LLC. Mr. Bronfman and Dr. Leff, as managing members of WL fuboTV GP, LLC, may be deemed to have shared
voting and investment power with respect to these shares. Each of Mr. Bronfman, Dr. Leff and WL fuboTV GP, LLC
disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein and the inclusion
of these securities herein shall not be deemed an admission by any of them of beneficial ownership of the reported securities
for purposes of Section 16 or for any other purposes. The address for Luminari Capital, Waverley Capital and WL fuboTV is 535
Ramona Street, Suite #8, Palo Alto, CA 94301.
|
(7)
|
Includes
18,425 shares of common stock issuable pursuant to an option held directly by Mr. Ahn exercisable within 60 days of April 16, 2021.
|
|
|
(8)
|
Includes
18,370 shares of common stock issuable pursuant to an option held directly by Mr. Figueras exercisable within 60 days of April 16,
2021 and 28,333 restricted stock units held directly by Mr. Figueras exercisable within 60 days of April 16, 2021.
|
|
|
(9)
|
Represents
15,246 shares of common stock issuable pursuant to an option held directly by Ms. Onopchenko exercisable within 60 days of April
16, 2021.
|
|
|
(10)
|
Represents
212,500 shares of common stock issuable pursuant to an option held directly by Mr. Nardi exercisable within 60 days of April 16, 2021.
|
|
|
(11)
|
Includes
an aggregate of (i) 9,268,615 shares issuable pursuant to outstanding options exercisable within 60 days of April 16, 2021; (ii)
36,730 restricted stock units that will vest within 60 days of April 16, 2021; (iii) 285,714 shares issuable pursuant to warrants
exercisable within 60 days of April 16, 2021; and (iv) 10,256,399 shares of common stock beneficially owned by ten individuals, including
the Company’s executive officers and directors.
|
Delinquent
Section 16(a) Reports
Section
16(a) of the Exchange Act requires our directors, officers (as defined under Rule 16a-1(f) under the Exchange Act) and stockholders who
beneficially own more than 10% of any class of our equity securities registered pursuant to Section 12 of the Exchange Act (collectively,
the “Reporting Persons”) to file initial statements of beneficial ownership of securities and statements of changes in beneficial
ownership of securities with respect to our equity securities with the SEC. Based solely on our review of the copies of such forms received
by us and upon written representations of the Reporting Persons received by us, we believe that there has been compliance with all Section
16(a) filing requirements applicable to such Reporting Persons with respect to the fiscal year ended December 31, 2020 other than other
than with respect to the following forms that were inadvertently filed late: (i) one Form 4 for John Textor reporting six transactions,
which was filed late with respect to four of those transactions, (ii) one Form 4 for Alberto Horihuela Suarez reporting one transaction,
(iii) one Form 4 for Edgar Bronfman Jr. reporting one transaction, and (iv) one Form 3 for Discovery Inc. reporting one transaction.
CERTAIN
RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Our
Board of Directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests (or
the perception thereof). Prior to August 6, 2020, we did not have a written policy for the review, approval or ratification of transactions
with related parties. When such transactions arose prior to August 6, 2020, they were referred to our Board for consideration and approval.
On August 6, 2020 our Board adopted a written related party transaction policy setting forth the policies and procedures for the review,
approval and ratification of related person transactions that is in conformity with the requirements for issuers having publicly held
common stock that is listed on the NYSE.
Under
the policy, our Audit Committee is primarily responsible for developing and implementing processes and procedures to obtain information
regarding related persons with respect to potential related person transactions and then determining, based on the facts and circumstances,
whether such potential related person transactions do, in fact, constitute related person transactions requiring compliance with the
policy. The Audit Committee of our Board will be provided with the details of each related person transaction (or proposed related person
transaction), including the terms of the transaction, the business purpose of the transaction and the benefits to us and to the relevant
related person. In the event our management determines that it is impractical or undesirable to wait until a meeting of the Audit Committee
to consummate a related person transaction, the chairperson of the Audit Committee may approve such transaction, if the aggregate amount
involved in any such transaction, or series of related transactions, is expected to be less than $250,000. Any such approval must be
reported to the Audit Committee at its next regularly scheduled meeting.
In
determining whether to approve or ratify a related person transaction, the Audit Committee (or the chairperson of the Audit Committee,
if applicable) will consider, among other factors, the following factors to the extent relevant to the related person transaction: whether
the terms of the related person transaction are fair to our company and on terms no less favorable than terms generally available to
an unaffiliated third party under the same or similar circumstances; the extent of the related person’s interest in the transaction;
whether there are business reasons for us to enter into the related person transaction; whether the related person transaction would
impair the independence of an outside director, including the ability of any director to serve on the compensation committee of the Board;
and whether the related person transaction would present an improper conflict of interest for any of our directors or executive officers,
taking into account the size of the transaction, the overall financial position of the director, executive officer or related person,
the direct or indirect nature of the director’s, executive officer’s or related person’s interest in the transaction
and the ongoing nature of any proposed relationship, and any other factors the Audit Committee deems relevant. After considering all
such facts, circumstances and factors, our Audit Committee determines whether approval or ratification of the related person transaction
is in our best interests. Any member of the Audit Committee who has an interest in the transaction under discussion will recuse himself
or herself from any discussion or vote of the Audit Committee on the transaction creating the conflict, except that such director must
provide all material information concerning such transaction to the Audit Committee as requested. The Audit Committee shall update the
Board with respect to any related person transactions as part of its regular updates to the Board regarding Audit Committee activities.
If
a related person transaction is of the type that will be ongoing, the Audit Committee may establish guidelines for us to follow in our
ongoing dealings with the related person, and the Audit Committee shall review and assess such ongoing relationships. A related person
transaction entered into without pre-approval of the Audit Committee shall not be deemed to violate our related person transaction policy,
or be invalid or unenforceable, so long as the transaction is brought to the Audit Committee as promptly as reasonably practical after
it is entered into or after it becomes reasonably apparent that the transaction is covered by the policy, and the transaction is ratified
by the Audit Committee.
Transactions
and Relationships with Directors, Officers and 5% Shareholders
In
addition to the compensation arrangements, including employment, termination of employment and change in control arrangements, discussed
in the section “Executive and Director Compensation,” the following are certain transactions, arrangements and relationships
with our directors, executive officers and stockholders owning 5% or more of our outstanding common stock.
Outstanding
Indebtedness
We
owe certain amounts owed to related parties, which are shown in the table below as of December 31, 2020 and 2019 and consist of the following
(in thousands):
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
Affiliate fees (1)
|
|
$
|
81,597
|
|
|
$
|
-
|
|
Alexander Bafer, Former Executive Chairman (2)
|
|
$
|
396
|
|
|
$
|
20
|
|
John Textor, Former Chief Executive Officer (3)
|
|
|
-
|
|
|
|
592
|
|
Others(4)
|
|
$
|
596
|
|
|
|
53
|
|
Total
|
|
$
|
82,589
|
|
|
$
|
665
|
|
(1)
|
We
have entered into affiliate distribution agreements with New Univision Enterprises, LLC and related entities, AMC Network Ventures,
LLC and related entities, Viacom International, Inc. and related entities and Discovery, Inc. and related entities, which at the
time of our entering into such agreements, were holders of our convertible preferred stock. The aggregate affiliate distribution
fees recorded to subscriber related expenses for related parties were $0 million and $114.4 for the years ended December
31, 2019 and 2020, respectively. Based on publicly available information as of April 16, 2021, none of these parties held 5% or more
of the Company’s common stock.
|
|
|
(2)
|
Our
former Executive Chairman and Chief Executive Officer, Mr. Bafer, who served as our Chief Executive Officer until August 8, 2018
and as a member of our Board until July 31, 2020, advanced an unsecured, non-interest-bearing loan. Our obligations under the loan
are deemed to have been satisfied.
|
|
|
(3)
|
The
amounts due to John Textor, who served as our Chief Executive Officer until April 1, 2020 and as a member of our Board until
July 31, 2020, represent a liability assumed in the acquisition of Facebank AG by Pulse Evolution Group, Inc.
|
|
|
(4)
|
The
amounts due to other related parties also represent liabilities assumed in the acquisition of Evolution.
|
Cash
Advances, Loans and Related Transactions
Senior
Secured Loan from AMC Networks Ventures, LLC
In
April 2018, fuboTV entered into a senior secured term loan, or the Term Loan, with AMC Networks Ventures, LLC, a holder of greater than
five percent of our Series AA Preferred Stock at the time of the transaction. The Term Loan has a principal amount of $25.0 million,
bearing interest equal to LIBOR (London Interbank Offered Rate) plus 5.25% per annum. We recorded the Term Loan at its fair value of
$23.8 million in connection with its acquisition of fuboTV Pre-Merger on April 1, 2020 and made principal repayments of $5.0 million
during the year ended December 31, 2020. As of December 31, 2020, the outstanding balance of the Term Loan is $20.0 million.
Promissory
Note Issued to Former Executive Chairman and Chief Executive Officer
In
July 2015, we issued convertible promissory notes to Mr. Bafer in exchange for the cancellation of previously issued promissory notes
in the aggregate of $530,000 and accrued interest of $13,000 for a total of $543,000. In October 2015, the notes matured and became past
due. As a result, the stated interest of 5% increased to 22% pursuant to the term of the notes. In July 2016, the Company and Mr. Bafer
agreed to extend the maturity date of these notes to August 1, 2017 and cure the default. There were no other terms changed and no additional
compensation paid. On May 22, 2019, Pulse Evolution Corporation, or PEC, one of our majority-owned subsidiaries, issued a non-convertible
promissory note, or the Replacement Note, to replace the convertible promissory notes. The note had a principal balance of $264,365,
accrued interest at a rate of 8% per annum and matured on August 31, 2019. During the year ended December 31, 2019, Mr. Bafer was repaid
$258,850 of the principal balance and approximately $46,160 of interest. As part of this transaction, the Company and Mr. Bafer agreed
to transfer approx. $124,000 from his note balance to accrued payroll. The Company and Mr. Bafer executed a separation and settlement
agreement and release on August 1, 2020, pursuant to which all amounts payable to Mr. Bafer under past notes issued to Mr. Bafer were
extinguished.
Promissory
Note Issued to Trust Affiliated with Former Chief Executive Officer
In
connection with our acquisition of PEC in 2018, we assumed a promissory note (the “Note”) held by the Dale O Lovett Trust
for $30,000 that had been issued by PEC on January 17, 2017. John C. Textor is a beneficiary of the Dale O Lovett Trust. The current
amount of principal and accrued interest owed to the Dale O Lovett Trust as of December 31, 2020 was $34,813. The Company and the Dale
O Lovett Trust entered into a waiver and amendment to the Note on August 3, 2020, pursuant to which (i) the parties agreed to extend
the maturity date of the Note to December 31, 2020 and (ii) the Dale O Lovett Trust agreed to waive any Event of Default arising as a
result of the failure of the Company to pay certain amounts due under such note. On September 13, 2020, the Company and the Dale O Lovett
Trust entered into a second amendment to the Note, pursuant to which the parties agreed to lower the interest rate from 8% to 4% per
annum.
Cash
Advance from Entity Controlled by Former Chief Executive Officer
During
the year ended December 31, 2019, we received a $300,000 cash advance, or the FaceBank Advance, from FaceBank, Inc., a development stage
company controlled by John C. Textor. During the quarter ended March 31, 2020, the Company repaid the FaceBank Advance in full to FaceBank,
Inc. No further amounts are due and payable by the Company under the FaceBank Advance.
Pledge
Agreement Involving Former Chief Executive Officer
On
March 19, 2020, in connection with a note purchase agreement we entered into with FB Loan Series I, LLC and certain of our subsidiaries
(the “Note Purchase Agreement”), the parties to the Note Purchase Agreement entered into a third party pledge agreement (the
“Pledge Agreement”) pursuant to which John Textor granted to FB Loan a security interest in 4,250,000 shares of FaceBank
Group, Inc. held by Mr. Textor (the “Pledged Shares”), at the request of the Company. In connection with the Pledge Agreement,
the Company agreed to indemnify Mr. Textor and, in the event Mr. Textor’s shares were forfeited under the Pledge Agreement, to
issue Mr. Textor a number of shares equal to the number of Pledged Shares within five days of forfeiture. We agreed that such replacement
shares would be entitled to demand and piggyback registration rights. The Pledge Agreement was terminated in connection with the repayment
of the FB Loan in July 2020.
License
Agreement between PEC, its Subsidiaries and John Textor
On
March 3, 2017, in connection with the separation of John Textor from PEC (a wholly owned subsidiary of the Company) and its wholly owned
subsidiaries, After August, Inc. and Pulse Entertainment Corporation (which entities are collectively referred to as the “Licensor
Group”), the Licensor Group granted to John Textor an exclusive license to use and exploit any and all rights related to computer-generated
digital likeness of human; photo-realistic human animation; and human animation and holographic modeling for a period of five years (the
“License Agreement”). On August 3, 2020, we and John Textor entered into an agreement pursuant to which John Textor waived
any and all rights to license the intellectual property under the License Agreement.
IP
Agreement Involving Entity Controlled by Former Chief Executive Officer
On
July 31, 2019, we entered into a digital likeness development agreement, or the Mayweather Agreement, by and among the Company, Floyd
Mayweather, and FaceBank, Inc. At the time of the transaction, FaceBank, Inc. was controlled by John Textor. Pursuant to the terms of
the Mayweather Agreement, we and FaceBank, Inc. agreed to work directly with Mr. Mayweather to research, capture and analyze photographic,
filmed and mathematical representations of the face and body of Mr. Mayweather in order to develop a comprehensive and hyper-realistic,
computer generated “digital likeness” of Mr. Mayweather for global exploitation in commercial applications.
On
January 25, 2020, the parties to the Mayweather Agreement entered into an amendment to the Mayweather Agreement, or the Amended Mayweather
Agreement, which supersedes the Mayweather Agreement. All terms of the Agreement remain the same except (i) the term of the Amended Mayweather
Agreement extends through October 22, 2024, and (ii) in place of granting Mr. Mayweather shares of our common stock with an approximate
fair market value of $1 million as set forth in the Mayweather Agreement, pursuant to the Amended Mayweather Agreement, the Company granted
Mr. Mayweather an option to purchase 280,000 shares of our common stock with an exercise price of $7.20 per share.
Consulting
Agreement between fuboTV Inc. and Ignacio Figueras
In
November 2020 we entered into a consulting agreement, by and between the Company and Ignacio Figueras, or the Figueras Consulting Agreement.
Pursuant to the terms of the Figueras Consulting Agreement, we agreed to retain Mr. Figueras as an independent contractor to perform
consulting services for the Company for a term expiring 18 months after the effective date of the agreement. The consulting services
agreed to under the Consulting Agreement include identification or and introduction to professional sports leagues, research and market
analysis, vendor identification and introductions, introductions to retail distributors and introduction to local content providers.
In connection with the Figueras Consulting Agreement, Mr. Figueras was granted an award of 85,000 restricted stock units representing
shares of the Company’s common stock and subject to time-based vesting, contingent upon Mr. Figueras’ continued service to
the Company.
Consulting
Agreement between Pulse Evolution Corporation and HC Marketing, LLC
In
March 2021, we entered into a consulting agreement, or the PEC/HC Consulting Agreement, by and between PEC and HC Marketing LLC, or HC.
At the time of the transaction, Jordan Fiksenbaum was one of the owners of HC Marketing LLC and was the President of PEC. Pursuant to
the terms of the PEC/HC Consulting Agreement, HC agreed to provide PEC with strategic advisory services, including providing advice on
PEC’s operations and the determination of potential revenue and other opportunities as well as other assigned duties in selected
key projects and initiatives as agreed to by the parties. Pursuant to the PEC/HC Consulting Agreement, PEC is obligated to pay HC a total
of $180,000, to be paid in equal monthly installments.
Separation
and Settlement Agreement and Release between fuboTV, Inc. and Jordan Fiksenbaum
In
March 2020, we entered into a Separation and Settlement Agreement, or the Separation Agreement, by and between the Company and Jordan
Fiksenbaum. Prior to the Separation Agreement, Jordan Fiksenbaum served as President of the Company. Pursuant to the terms of the Separation
Agreement, we agreed to pay Mr. Fiksenbaum a total of $300,000 payable in twelve equal monthly installments of $25,000 each. We and Mr.
Fiksenbaum agreed under the Separation Agreement that the foregoing consideration represents settlement in full of all outstanding obligations
owed to Mr. Fiksenbaum by the Company any and all claims against the Company, with certain exceptions as explained in the Separation
Agreement.
Sale
of Common Stock to 5% Shareholders
In
May 2020, we sold shares of our common stock at $7.00 per share and issued warrants to purchase our common stock with an exercise price
of $7.00 per share to the following related persons:
|
●
|
285,714
shares of our common stock and a warrant to purchase 285,714 shares of common stock were sold to Waverley Capital, an entity controlled
by Edgar Bronfman Jr., our Executive Chairman and a member of our board of directors and Daniel Leff, a member of our board of directors,
for gross proceeds of $1,999,998.00; and
|
|
|
|
|
●
|
277,008
shares of our common stock and a warrant to purchase 277,008 shares of our common stock were sold to Northzone VIII L.P., an entity
that at the time of the sale was an owner of greater than five percent of our capital stock, for gross proceeds of $1,939,056.00.
|
In
October 2020, we sold 200,000 shares of our common stock in a public offering, for an aggregate of $2,000,000 at the public offering
price of $10 per share, to Waverley Capital.
Indemnification
of Officers and Directors
Our
articles of incorporation and bylaws, each as amended, provide that we shall indemnify any present or former officer or director, or
person exercising powers and duties of an officer or director, to the fullest extent now or hereafter permitted by Florida law.
Pursuant
to Section 607.0831 of the Florida Business Corporation Act, or the FBCA, directors of a corporation will not be personally liable for
monetary damages to the corporation or any other person for any statement, vote, decision to take or not to take action, or any failure
to take any action, as a director unless the director breached or failed to perform his or her duties as a director and the director’s
breach of, or failure to perform, those duties constitutes:
|
●
|
a
violation of the criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable
cause to believe his or her conduct was unlawful;
|
|
|
|
|
●
|
a
circumstance under which the transaction at issue is one from which the director derived an improper personal benefit, either directly
or indirectly;
|
|
|
|
|
●
|
a
circumstance under which the liability provisions of Section 607.0834 of the FBCA are applicable (relating to liability for unlawful
distributions);
|
|
|
|
|
●
|
in
a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious
disregard for the best interest of the corporation, or willful or intentional misconduct; or
|
|
|
|
|
●
|
in
a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which
was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety,
or property.
|
Any
repeal of or modification to our articles of incorporation and our bylaws, each as amended, may not adversely affect any right or protection
of a director or officer for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or
repeal. Our bylaws also provide that we shall advance expenses incurred by a director or officer in advance of the final disposition
of any action or proceeding and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability
arising out of his or her actions in connection with their services to us.
We
have entered into separate indemnification agreements with our directors and executive officers, in addition to the indemnification provided
for in our articles of incorporation and bylaws, each as amended. These agreements, among other things, provide that we will indemnify
our directors and executive officers for certain expenses, including attorney’s fees, judgments, fines, penalties and settlement
amounts incurred by a director or executive officer in any action or proceeding arising out of such person’s services as one of
our directors or executive officers, or any other company or enterprise to which the person provides services at our request. We believe
that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers. We also
maintain customary directors’ and officers’ liability insurance.
The
limitation of liability and indemnification provisions contained in our articles of incorporation and our bylaws, each as amended, may
discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood
of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other shareholders.
Further, a shareholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards
against directors and officers as required by these indemnification provisions.
SHAREHOLDERS’
PROPOSALS
Shareholders
who intend to have a proposal considered for inclusion in our proxy materials for presentation at our 2022 Annual Meeting of Shareholders
pursuant to Rule 14a-8 under the Exchange Act must submit the proposal to our Corporate Secretary at our offices at 1330 Avenue of the
Americas, New York, NY 10019 in writing not later than December 29, 2021, if such proposal is to be considered for inclusion in our 2022
proxy materials. Any shareholder proposal not intended to be included in the proxy materials for the 2022 Annual Meeting must be received
by us no later than March 14, 2022, or else our management will retain discretion to vote proxies received for that meeting in their
discretion with respect to any such proposal.
OTHER
MATTERS
Our
Board of Directors is not aware of any matter to be presented for action at the Annual Meeting other than the matters referred to above
and does not intend to bring any other matters before the Annual Meeting. However, if other matters should come before the Annual Meeting,
it is intended that holders of the proxies will vote thereon in their discretion.
SOLICITATION
OF PROXIES
The
accompanying proxy is solicited by and on behalf of our Board of Directors, whose Notice of Annual Meeting is attached to this proxy
statement, and the entire cost of our solicitation will be borne by us. In addition to the use of mail, proxies may be solicited by personal
interview, telephone, e-mail and facsimile by our directors, officers and other employees who will not be specially compensated for these
services. We will also request that brokers, nominees, custodians and other fiduciaries forward soliciting materials to the beneficial
owners of shares held by the brokers, nominees, custodians and other fiduciaries. We will reimburse these persons for their reasonable
expenses in connection with these activities.
fubotv’S
ANNUAL REPORT ON FORM 10-K
A
copy of fuboTV’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, including financial statements and schedules
but not including exhibits, as filed with the SEC, will be sent to any shareholder of record on April 16, 2021 without charge, upon written
request addressed to:
fuboTV
Inc.
Attention:
Corporate Secretary
1330
Avenue of the Americas
New
York, NY 10019
A
reasonable fee will be charged for copies of exhibits. You also may access this proxy statement and our Annual Report on Form 10-K at
www.proxyvote.com. You also may access our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 at ir.fubo.tv
in the “Financials” section under “SEC Filings.”
WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE URGE YOU TO VOTE YOUR SHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET,
AS DESCRIBED IN THIS PROXY STATEMENT. IF YOU RECEIVED A COPY OF THE PROXY CARD BY MAIL, YOU MAY SIGN, DATE AND MAIL THE PROXY CARD IN
THE ENCLOSED RETURN ENVELOPE. PROMPTLY VOTING YOUR SHARES WILL ENSURE THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING AND WILL SAVE US
THE EXPENSE OF FURTHER SOLICITATION.
By
Order of the Board of Directors,
Edgar
Bronfman Jr., Executive Chairman
New
York, New York
April
28, 2021
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