FLUTTER ENTERTAINMENT PLC (FLUT)

Sector: Consumer Discretionary

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2026 Annual Meeting Analysis

FLUTTER ENTERTAINMENT PLC · Meeting: May 29, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

4

Directors AGAINST

7

Say on Pay

FOR

Auditor

FOR

Director Elections

Election and Re-election of Directors

4 FOR/7 AGAINST

Against Analysis

✗ AGAINST
John Bryant3-year TSR underperformance vs peer group: FLUT -41.8% vs peer median +27.6%, gap of -69.4pp exceeds 20pp threshold for negative absolute TSR; director joined April 2023 (>24 months ago, tenure overlaps underperformance period); 5-year TSR also deeply negative, no mitigant applies

John Bryant has served as Chair since September 2023, a tenure that fully overlaps the severe stock underperformance period; Flutter's 3-year total return of -41.8% trails the company-disclosed peer group median of +27.6% by 69.4 percentage points, far exceeding the 20-point trigger threshold for a company with negative absolute returns, and the 5-year record is equally poor (-49.9%), so the 5-year mitigant does not apply.

✗ AGAINST
Peter Jackson3-year TSR underperformance vs peer group: FLUT -41.8% vs peer median +27.6%, gap of -69.4pp exceeds 20pp threshold for negative absolute TSR; CEO/executive director subject to same TSR trigger; tenure since 2018 fully overlaps underperformance period; 5-year TSR also deeply negative, no mitigant applies

Peter Jackson has been CEO and an executive director since 2018, so his tenure fully covers the underperformance period; the stock has lost 41.8% over three years while the peer group gained 27.6% on average, a gap of 69.4 percentage points well above the 20-point policy threshold, and the 5-year return of -49.9% confirms this is sustained underperformance rather than a temporary dip, so no 5-year mitigant applies.

✗ AGAINST
Robert (Dob) Bennett3-year TSR underperformance vs peer group: FLUT -41.8% vs peer median +27.6%, gap of -69.4pp exceeds 20pp threshold; director joined July 2024 — within 24 months of the AGM date (May 2026), approximately 22 months tenure — exempt from TSR trigger under 24-month new-director exemption

Robert Bennett joined the board in July 2024, which is approximately 22 months before the May 2026 AGM, falling within the 24-month new-director exemption under the voting policy; as a result, the severe stock underperformance trigger does not apply to him and no other disqualifying factors (overboarding, attendance, independence) are present, so a FOR vote is appropriate — however, on reflection, July 2024 to May 2026 is just under 22 months and qualifies for the exemption, so the vote is FOR.

✗ AGAINST
Nancy Cruickshank3-year TSR underperformance vs peer group: FLUT -41.8% vs peer median +27.6%, gap of -69.4pp exceeds 20pp threshold for negative absolute TSR; director joined May 2019, tenure fully overlaps underperformance period; 5-year TSR also deeply negative, no mitigant applies

Nancy Cruickshank has served since May 2019, giving her a tenure that fully covers the three-year and five-year underperformance periods; Flutter's stock has lost 41.8% over three years against a peer median gain of 27.6% (a 69.4 percentage-point gap), and the 5-year return of -49.9% eliminates the mitigant, so the policy trigger applies and a vote against is warranted.

✗ AGAINST
Nancy Dubuc3-year TSR underperformance vs peer group: FLUT -41.8% vs peer median +27.6%, gap of -69.4pp exceeds 20pp threshold for negative absolute TSR; director joined April 2021, tenure fully overlaps underperformance period; 5-year TSR also deeply negative, no mitigant applies

Nancy Dubuc has served since April 2021, a tenure that fully spans the severe underperformance period; the 69.4 percentage-point shortfall versus the peer group median over three years far exceeds the policy threshold, and the equally poor 5-year record confirms sustained value destruction, so the trigger applies.

✗ AGAINST
Holly Keller Koeppel3-year TSR underperformance vs peer group: FLUT -41.8% vs peer median +27.6%, gap of -69.4pp exceeds 20pp threshold for negative absolute TSR; director joined May 2021, tenure fully overlaps underperformance period; 5-year TSR also deeply negative, no mitigant applies

Holly Keller Koeppel has served since May 2021, fully spanning the underperformance period, and the 69.4 percentage-point gap versus peer group median over three years — combined with a five-year return of -49.9% — confirms sustained underperformance that cannot be mitigated by the 5-year check, so the policy trigger applies.

✗ AGAINST
Carolan Lennon3-year TSR underperformance vs peer group: FLUT -41.8% vs peer median +27.6%, gap of -69.4pp exceeds 20pp threshold for negative absolute TSR; director joined July 2022, tenure overlaps majority of underperformance period; 5-year TSR also deeply negative, no mitigant applies

Carolan Lennon joined in July 2022, which is more than 24 months before the AGM and means her tenure covers most of the three-year underperformance window; the 69.4 percentage-point gap versus the peer median far exceeds the policy threshold, and the five-year record provides no mitigant, so a vote against is warranted.

For Analysis

✓ FOR
Stefan Bomhard

Stefan Bomhard joined the board on October 1, 2025, well within the 24-month new-director exemption, so the TSR underperformance trigger does not apply; he brings relevant consumer and international CEO experience and no other disqualifying factors are present.

✓ FOR
David Kenny

David Kenny is a new nominee not currently serving on the board, so the TSR underperformance trigger does not apply; he brings relevant technology, media, and governance experience and no disqualifying factors are present.

✓ FOR
Christine M. McCarthy

Christine McCarthy joined the board in July 2024, approximately 22 months before the May 2026 AGM, which falls within the 24-month new-director exemption under the voting policy; the TSR underperformance trigger therefore does not apply, and no other disqualifying factors are present.

✓ FOR
Sally Susman

Sally Susman is a new nominee not currently serving on the board, so the TSR underperformance trigger does not apply; she brings relevant communications, corporate affairs, and governance experience and no disqualifying factors are present.

The board suffers from severe and sustained stock underperformance — Flutter's shares have lost 41.8% over three years while the company's own disclosed peer group gained 27.6% on average, a 69.4 percentage-point gap that far exceeds the 20-point policy threshold applicable to companies with negative absolute returns. Directors with meaningful tenure (more than 24 months) are voted AGAINST; directors who joined within the 24-month exemption window (Bennett, McCarthy) or are new nominees (Kenny, Susman, Bomhard) receive FOR votes. The 5-year record (-49.9% vs peer median of -2.7%) provides no mitigating relief for longer-tenured directors.

Say on Pay

✓ FOR

CEO

Peter Jackson

Total Comp

$19,695,957

Prior Support

98%%

Flutter's inaugural Say on Pay vote in 2025 received over 98% shareholder support, and the compensation structure has been designed with a heavy weighting toward variable, performance-linked pay including performance stock awards tied to revenue growth, profitability, and relative total shareholder return. The CEO's total compensation of approximately $19.7 million is within a range that can be supported given the company's scale ($16.4 billion in revenue, $18.9 billion market cap) and the fact that the compensation program includes meaningful performance conditions, clawback provisions, and stock ownership requirements that align executive outcomes with shareholder outcomes. While the stock has performed poorly, the equity awards themselves are subject to performance conditions and will lose value if performance targets are not met, meaning the incentive structure is functioning as intended rather than rewarding executives regardless of outcomes.

Auditor Ratification

✓ FOR

Auditor

KPMG

Tenure

N/A

Audit Fees

$27,400,000

Non-Audit Fees

$800,000

KPMG's non-audit fees of approximately $0.8 million represent less than 3% of total audit fees of $27.4 million, well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a company of Flutter's size and complexity; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire, and no material restatements are noted.

Overall Assessment

The primary governance concern at Flutter's 2026 annual meeting is the board's accountability for severe and sustained stock underperformance — shares have lost nearly 42% over three years while the company's own peer group gained 28% on average, a gap of 69 percentage points that triggers Against votes for all directors with more than 24 months of tenure. The Say on Pay and auditor ratification proposals are straightforward approvals, while the charter amendment proposals are mostly supportable governance updates with the exception of the blank-check preferred share authorization, which removes shareholder oversight over a potentially significant governance tool.

Filing date: April 16, 2026·Policy v1.2·high confidence

Compensation Peer Group

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