UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 29, 2026, Flutter Entertainment plc (the “Company”) held its 2026 Annual General Meeting (the “Annual General Meeting”) of Shareholders. At the Annual General Meeting, the Company’s shareholders considered and approved, among other things, certain amendments to the Company’s Memorandum and Articles of Association (“Articles”) to better align its governance provisions with practices among U.S. public companies, along with certain administrative amendments to reflect its U.S. domestic issuer status (see Proposals 3a, 3b and 3d in Item 5.07 below). The amendments to the Company’s Articles are effective from May 29, 2026.
A description of the amendments to the Articles is set forth in the Company’s definitive Proxy Statement, dated April 16, 2026 (the “2026 Proxy Statement”), under the sections titled “Proposal 3a: Approval of Certain Amendments to the Articles to Provide for a Plurality Voting Standard in the Event of Contested Director Elections,” “Proposal 3b: Approval of Certain Amendments to the Articles to Grant the Board Sole Authority to Determine its Size Within a Specified Range and Provide for the Possibility of Holdover Directors in the Event of No Directors Receiving Sufficient Votes for Election,” and “Proposal 3d: Approval of Certain Administrative Amendments to the Articles to reflect Flutter’s U.S. Domestic Issuer Status for the Purpose of Exchange Act Reporting,” respectively.
The foregoing description, and the descriptions in the 2026 Proxy Statement, do not purport to be complete and are qualified in their entirety by reference to the full text of the Articles, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual General Meeting, the Company’s shareholders considered eight proposals as more fully described in the 2026 Proxy Statement. [Each of proposals 1-8 were approved, except for proposal 3c which failed to receive seventy-five percent (75%) of the votes cast at the Annual General Meeting which is required to approve a special resolution. The number of votes by the Company’s shareholders for and against each of the proposals put before the Annual General Meeting, as well as the number of abstentions and broker non-votes, were as follows (proposal numbers correspond to the proposal numbers used in the 2026 Proxy Statement):
Proposal 1: By separate resolutions, to elect / re-elect as appropriate the Director nominees listed below for a term expiring at the next Annual General Meeting of the Company:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| John Bryant |
126,067,313 | 10,333,778 | 1,037,603 | 13,062,314 | ||||
| Peter Jackson |
124,714,415 | 11,688,566 | 1,035,713 | 13,062,314 | ||||
| Robert (Dob) Bennett |
130,601,155 | 5,799,617 | 1,037,922 | 13,062,314 | ||||
| Stefan Bomhard |
136,068,786 | 330,342 | 1,039,566 | 13,062,314 | ||||
| Nancy Cruickshank |
136,270,273 | 108,682 | 1,059,739 | 13,062,314 | ||||
| Nancy Dubuc |
134,206,346 | 2,172,278 | 1,060,070 | 13,062,314 | ||||
| David Kenny |
136,325,262 | 72,391 | 1,041,041 | 13,062,314 | ||||
| Holly Keller Koeppel |
134,481,542 | 1,918,999 | 1,038,153 | 13,062,314 | ||||
| Carolan Lennon |
135,424,935 | 952,299 | 1,061,460 | 13,062,314 | ||||
| Christine M. McCarthy |
136,323,950 | 75,198 | 1,039,546 | 13,062,314 | ||||
| Sally Susman |
136,327,444 | 73,116 | 1,038,134 | 13,062,314 |
Proposal 2. To approve, on an advisory basis, the compensation of our Named Executive Officers:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 118,832,426 |
16,175,184 | 2,431,084 | 13,062,314 |
Proposal 3a. To approve certain amendments to the Company’s Articles to provide for a plurality voting standard in the event of contested director elections:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 103,660,085 |
32,741,559 | 1,037,050 | 13,062,314 |
Proposal 3b. To approve certain amendments to the Company’s Articles to grant the Board sole authority to determine its size and provide for the possibility of holdover directors in the event of no directors receiving sufficient votes for election:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 103,313,811 |
33,088,596 | 1,036,287 | 13,062,314 |
Proposal 3c. To approve certain amendments to the Company’s Articles to permit the issuance of preferred shares with rights and preferences to be determined by the Board from time to time:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 71,309,952 |
63,246,903 | 2,881,839 | 13,062,314 |
Proposal 3d. To approve certain administrative amendments to the Company’s Articles to reflect Flutter’s U.S. Domestic Issuer Status for the purpose of Exchange Act reporting:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 136,351,041 |
50,678 | 1,036,975 | 13,062,314 |
Proposal 4a. To ratify, in a non-binding vote, the appointment of KPMG as Independent Registered Public Accounting Firm and Auditors of the Company for the year ended December 31, 2026:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 149,345,191 |
120,704 | 1,035,113 | N/A |
Proposal 4b. To ratify the authority of the Board to fix the compensation of KPMG:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 149,412,039 |
55,225 | 1,033,744 | N/A |
Proposal 5. To renew the annual authority of the Board to issue Shares:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 147,858,760 |
1,598,026 | 1,044,222 | N/A |
Proposal 6. To renew the annual authority of the Board to issue Shares for cash without first offering Shares to existing shareholders:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 134,973,805 |
14,431,140 | 1,096,063 | N/A |
Proposal 7. To renew the annual authority of the Board to make market purchases of the Company’s Shares:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 149,370,396 |
50,103 | 1,080,509 | N/A |
Proposal 8. To renew the annual authority of the Board to determine the price range for the re-issue of treasury shares off market:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 149,307,694 |
108,557 | 1,084,757 | N/A |
| Item 7.01 | Regulation FD Disclosure. |
On May 29, 2026, the Company issued a press release regarding the results of the Annual General Meeting which is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Memorandum and Articles of Association of Flutter Entertainment plc, dated May 29, 2026 | |
| 99.1 | Press Release dated May 29, 2026 | |
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL | |
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.
| Flutter Entertainment plc | ||||||
| (Registrant) | ||||||
| Date: May 29, 2026 | By: | /s/ Fiona Gildea | ||||
| Name: | Fiona Gildea | |||||
| Title: | Deputy Company Secretary and | |||||
| Head of Governance | ||||||