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): February 29, 2024
Flutter Entertainment plc
(Exact Name of Registrant as Specified in its Charter)
| Ireland | 001-37403 | Not Applicable | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
| Belfield Office Park, Beech Hill Road Clonskeagh, Dublin 4 Ireland |
D04 V972 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code: +353 (87) 223 2455
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 (see General Instruction A.2.):
| ☐ | 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 |
Name of each exchange | ||
| Ordinary Shares, nominal value of €0.09 per share | FLUT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 29, 2024, David Lazzarato, a member of the Board of Directors of Flutter Entertainment plc (the “Company”), informed the Company that he will not stand for re-election and will retire as a director at the Company’s 2024 annual general meeting of shareholders, which is scheduled to be held on May 1, 2024. The decision by Mr. Lazzarato was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
| Item 7.01 | Regulation FD Disclosure. |
On March 1, 2024, the Company released, via the Regulatory News Service in London, an announcement (the “RNS Announcement”) regarding changes to the Company’s Board of Directors and committee membership, which is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. The RNS Announcement was made in order to comply with disclosure requirements pursuant to the United Kingdom Financial Conduct Authority’s Listing Rules.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | RNS Announcement dated March 1, 2024 | |
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: March 1, 2024 | By: | /s/ Edward Traynor | ||||
| Name: | Edward Traynor | |||||
| Title: | General Counsel and Company Secretary | |||||
Exhibit 99.1
1 March 2024
Flutter Entertainment plc (“Flutter”)
Changes to the Flutter Board of Directors and Committee Membership
Flutter hereby announces that David Lazzarato, has decided not to seek re-election at the Annual General Meeting to be held on 1 May 2024 and will, therefore, step down from the Board at the conclusion of that meeting.
John Bryant, Chair of Flutter, commented: “I wish to take this opportunity to thank David for his exceptional contribution to the Board over the past eight years. We wish David well for the future.”.
With effect from the conclusion of the Annual General Meeting on 1 May 2024:
| • | Nancy Cruickshank will replace David Lazzarato as Chair of the Risk and Sustainability Committee; |
| • | Nancy Cruickshank will replace David Lazzarato as a member of the Audit Committee; |
| • | Nancy Cruickshank will step down as a member of the Compensation and Human Resources Committee and will be replaced by Nancy Dubuc; |
| • | Nancy Dubuc to be appointed as a member of the Risk and Sustainability Committee; and |
| • | Nancy Dubuc will step down from the Nominating and Corporate Governance Committee. |
Enquiries:
Edward Traynor
Company Secretary
Tel: +353 (87) 2232455