Business Context and Reporting Period
Rush Street Interactive, Inc. filed this Form 8-K on June 7, 2022, reporting events occurring on June 2, 2022, following its 2022 annual meeting of stockholders. The filing concerns board composition, committee membership, and stockholder votes; it does not report quarterly or annual financial results.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating or financial metrics.
Material Changes
- Harry L. You resigned as a Class I director and as a member of the Audit Committee, effective at the close of business on June 2, 2022. The filing states that the resignation did not result from any disagreement with the Company, management, the Board, or its committees.
- Daniel Yih was appointed as a Class I director to serve until the 2024 annual meeting and until his successor is elected and qualified.
- Mr. Yih was appointed chairman of the Audit Committee. The Board determined that he is independent under applicable Company, NYSE, and SEC requirements.
- Mr. Yih is expected to receive compensation consistent with the Company’s previously disclosed program for certain non-founder and non-employee directors.
Annual Meeting Results and Outlook
| Proposal | For | Against or Withheld | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Leslie Bluhm | 173,261,573 | 14,510,574 withheld | Not separately reported | 7,423,739 |
| Election of James Gordon | 173,260,837 | 14,511,310 withheld | Not separately reported | 7,423,739 |
| Election of Richard Schwartz | 173,361,533 | 14,410,614 withheld | Not separately reported | 7,423,739 |
| Ratification of WithumSmith+Brown, PC as independent registered public accounting firm for fiscal 2022 | 195,087,391 | 99,381 | 9,114 | Not reported |
All three Class II director nominees were elected for three-year terms ending at the 2025 annual meeting. Stockholders also ratified the appointment of WithumSmith+Brown, PC for fiscal 2022.
The filing provides no management guidance, operating outlook, contingencies, or unusual financial items.
Key Facts to Verify
- Confirm the effective resignation of Harry L. You and Daniel Yih’s appointment and independence status.
- Review the Company’s previously disclosed non-employee director compensation program applicable to Mr. Yih.
- Confirm the final annual meeting vote counts and the terms of the elected Class II directors.
- Verify the engagement and subsequent reports of WithumSmith+Brown, PC as the fiscal 2022 independent registered public accounting firm.
- Consult the Company’s periodic financial filings for financial performance, liquidity, debt, and guidance, which are not included in this Form 8-K.