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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under § 240.14a-12

DraftKings 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):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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March 22, 2024

DEAR SHAREHOLDER:

It is a pleasure for me to extend to you an invitation to attend the 2024 Annual Meeting of Shareholders of DraftKings Inc. (the “Annual Meeting”). The Annual Meeting will be held virtually on May 13, 2024, at 10 a.m., Eastern Time. You may attend the virtual meeting, submit questions and vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/DKNG2024.

The enclosed Notice of 2024 Annual Meeting of Shareholders and Proxy Statement describes the proposals to be considered and voted upon at the Annual Meeting.

We hope that all shareholders will virtually attend the Annual Meeting. Whether or not you plan to attend the virtual Annual Meeting, it is important that you be represented. To ensure that your vote will be received and counted, please vote online, by mail or by telephone, by following the instructions included with the proxy card.

On behalf of our Board of Directors and executives, I would like to express our appreciation for your support and interest in DraftKings Inc. I look forward to seeing you at the Annual Meeting.

JASON D. ROBINS

Chief Executive Officer and Chairman of the Board

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NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF DRAFTKINGS INC.:

The Annual Meeting of Shareholders of DraftKings Inc. will be held on May 13, 2024, at 10 a.m., Eastern Time. We have adopted a virtual format for the 2024 Annual Meeting of Shareholders to provide a consistent and convenient experience to all shareholders regardless of location. You may attend the virtual meeting, submit questions and vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/DKNG2024.

The Annual Meeting of Shareholders is being held for the following purposes:

To elect ten directors to our Board of Directors;

To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

To conduct a non-binding advisory vote on executive compensation;

To consider a shareholder proposal regarding disclosure of certain political contributions; and

To consider and act upon any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You may vote on these matters in person or by proxy. Whether or not you plan to virtually attend the Annual Meeting, we ask that you vote by one of the following methods to ensure that your shares will be represented at the meeting in accordance with your wishes:

•

Vote online or by telephone, by following the instructions included with the proxy card; or

•

Vote by mail, by completing and returning the enclosed proxy card in the enclosed addressed stamped envelope.

Only shareholders of record at the close of business on March 14, 2024 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the meeting. This proxy statement and the proxy card were either made available to you online or mailed to you beginning on or about March 22, 2024.

By Order of the Board of Directors,

R. STANTON DODGE

Chief Legal Officer and Secretary

March 22, 2024

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	Page
PROXY STATEMENT OF DRAFTKINGS INC.		1
GENERAL INFORMATION		1
Securities Entitled to Vote		2
Matters Scheduled for a Vote		2
Board of Directors Voting Recommendation		3
How to Vote		3
Vote Required		4
How to Change Your Vote After Submitting Proxy		5
How to Submit Shareholder Proposals for Next Year’s Annual Meeting		5
Householding		6
How to Obtain the Results of Voting at Annual Meeting		6
Our Mailing Address		6
PROPOSAL NO. 1 — ELECTION OF DIRECTORS		7
EXECUTIVE OFFICERS		13
CORPORATE GOVERNANCE MATTERS		14
Board Leadership Structure		14
Board’s Role in Risk Oversight		14
Board of Directors and Committees and Selection Process		14
Director Independence; Controlled Company Exemption		17
Other Information About the Board of Directors		17
Environmental, Social and Governance Highlights		18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		19
Delinquent Section 16(a) Reports		20
COMPENSATION DISCUSSION AND ANALYSIS		21
COMPENSATION COMMITTEE REPORT		34
EXECUTIVE COMPENSATION AND OTHER INFORMATION		35
PAY VERSUS PERFORMANCE		44
CEO PAY RATIO		46
EQUITY COMPENSATION PLAN INFORMATION		47
DIRECTOR COMPENSATION		52
Director Compensation Table		52
Director Compensation Program		52
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		53
Related Person Transaction Policy		56
PRINCIPAL ACCOUNTANT FEES AND SERVICES		58
Independent Registered Public Accounting Firm		58
REPORT OF THE AUDIT COMMITTEE		59
PROPOSAL NO. 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		60
PROPOSAL NO. 3 — NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION		61
PROPOSAL NO. 4 — SHAREHOLDER PROPOSAL REGARDING DISCLOSURE OF CERTAIN POLITICAL CONTRIBUTIONS		62
WHERE TO GET ADDITIONAL INFORMATION		65
FORWARD-LOOKING STATEMENTS		65
COST OF PROXY STATEMENT		65
SHAREHOLDER COMMUNICATIONS		66
OTHER BUSINESS		66

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PROXY STATEMENT OF DRAFTKINGS INC.

General Information

This Proxy Statement and the accompanying proxy card are being furnished to you in connection with the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of DraftKings Inc. (“DraftKings,” “we,” “us,” “our,” or the “Company”). The Annual Meeting will be held on May 13, 2024, at 10 a.m., Eastern Time. The Annual Meeting will be held virtually. You may attend the virtual meeting, submit questions and vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/DKNG2024.

This Proxy Statement is being sent or provided on or about March 22, 2024 to shareholders of record at the close of business on March 14, 2024 (the “Record Date”) of our Class A common stock, par value $0.0001 per share (the “Class A Shares”), and Class B common stock, par value $0.0001 per share (the “Class B Shares”).

Your proxy is being solicited by our board of directors (the “Board” or “Board of Directors”). Your proxy may be revoked by written notice given to our Secretary at our headquarters at any time before being voted. You may also revoke your proxy by submitting a proxy with a later date or by voting during your virtual attendance at the Annual Meeting. To vote online or by telephone, please refer to the instructions included with the proxy card. To vote by mail, please complete the accompanying proxy card and return it to us as instructed in the accompanying proxy card. Votes submitted online or by telephone or mail must be received by 11:59 p.m., Eastern Time, on May 12, 2024. Submitting your vote online or by telephone or mail will not affect your right to vote virtually during the Annual Meeting, if you choose to do so. Proxies that are properly delivered to us and not revoked before the closing of the polls during the Annual Meeting will be voted for the proposals described in this Proxy Statement in

SEC Form DEF 14A filed by DraftKings Inc.