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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 19, 2023 (May 15, 2023)

DRAFTKINGS INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction

of incorporation)

001-41379

(Commission

File Number)

87-2764212

(IRS Employer

Identification No.)

222 Berkeley Street, 5th Floor

Boston, MA 02116

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (617) 986-6744

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

DKNG

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 15, 2023, DraftKings Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”).

The following matters were voted upon at the Annual Meeting:

			1.			To elect ten directors to the Company’s board of directors;

			2.			To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and

			3.			To conduct a non-binding advisory vote on executive compensation.

The following are the final voting results for each of the matters voted upon at the Annual Meeting:

Election of directors:						For						Withheld						Broker Non-Votes
Jason D. Robins						4,092,602,970						41,547,548						110,032,718
Harry Evans Sloan						4,123,128,640						11,021,878						110,032,718
Matthew Kalish						4,131,840,862						2,309,656						110,032,718
Paul Liberman						4,131,843,644						2,306,874						110,032,718
Woodrow H. Levin						4,084,241,878						49,908,640						110,032,718
Jocelyn Moore						4,090,679,719						43,470,799						110,032,718
Ryan R. Moore						4,114,710,818						19,439,700						110,032,718
Valerie Mosley						4,090,659,130						43,491,388						110,032,718
Steven J. Murray						4,117,785,515						16,365,003						110,032,718
Marni M. Walden						4,076,982,146						57,168,372						110,032,718

Ratification of the appointment of BDO USA, LLP:

For

Against

Abstain

Broker Non-Votes

4,241,491,099

1,776,462

915,675

N/A

Non-binding advisory vote on executive compensation:						For						Against						Abstain			Broker Non-Votes
						3,997,072,459						136,323,898						754,161			110,032,718

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 19, 2023

DRAFTKINGS INC.
By:						/s/ R. Stanton Dodge
Name:						R. Stanton Dodge
Title:						Chief Legal Officer and Secretary