fubo-20230501

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 (Amendment No. )

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Filed by a Party other than the Registrant

Check the appropriate box:


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x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a-12

fuboTV Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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x			No fee required
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FUBOTV INC.


2023

NOTICE OF ANNUAL MEETING OF

SHAREHOLDERS AND PROXY STATEMENT

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LETTER TO OUR SHAREHOLDERS

May 1, 2023

DEAR FELLOW SHAREHOLDERS:

You are cordially invited to attend the 2023 Annual Meeting of Shareholders of fuboTV Inc. at 12:00 p.m. Eastern Time on Thursday, June 15, 2023, via live webcast.

The 2023 Annual Meeting of Shareholders will be a virtual meeting. We believe the virtual meeting technology provides expanded shareholder access while providing shareholders the same rights and opportunities to participate as they would have at an in-person meeting. During the virtual meeting, you may ask questions and will be able to vote your shares electronically. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. We encourage you to allow ample time for online check-in, which will begin at 11:45 a.m. Eastern Time. Please note that there is no in-person annual meeting for you to attend.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting.

IMPORTANT INFORMATION FOR HOLDERS OF COMMON STOCK:

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating, and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. You may also vote your shares online during the Annual Meeting even if you have previously submitted your proxy. Instructions on how to vote while participating in the meeting live via the Internet are provided in the accompanying proxy statement and posted at www.virtualshareholdermeeting.com/FUBO2023.

YOUR VOTE IS IMPORTANT

Thank you for your support.


Sincerely,

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NOTICE OF OUR ANNUAL MEETING OF SHAREHOLDERS

TIME, DATE AND PLACE:

The 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of fuboTV Inc., a Florida corporation (the “Company” or “Fubo”), will be held on Thursday, June 15, 2023, at 12:00 p.m. Eastern Time, via live webcast, for the following purposes:


MEETING AGENDA		BOARD RECOMMENDATION

PROPOSAL 1:	To elect David Gandler, Edgar Bronfman Jr., Ignacio Figueras, Julie Haddon, Daniel Leff, Laura Onopchenko and Pär-Jörgen Pärson as directors to serve until the 2024 Annual Meeting of Shareholders	FOR EACH NOMINEE

PROPOSAL 2:	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023	FOR

PROPOSAL 3:	To approve, on an advisory (non-binding) basis, the compensation of our named executive officers	FOR

PROPOSAL 4:	To approve an amendment to the Company’s 2020 Equity Incentive Plan to, among other things, increase the number of shares of Common Stock available for issuance	FOR

PROPOSAL 5:	To approve an amendment to the Company’s Articles of Incorporation that would remove gaming-related provisions	FOR

PROPOSAL 6:	To approve an amendment to the Company’s Articles of Incorporation that would increase the number of authorized shares of our Common Stock	FOR

PROPOSAL 7:	To approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 4, Proposal 5 or Proposal 6	FOR

We will also transact such other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting.

RECORD DATE & PROXY VOTING:

Holders of record of our common stock, $0.0001 par value (“Common Stock”), at the close of business on April 20, 2023 are entitled to notice of and to vote at the Annual Meeting, or any postponement or adjournment of the Annual Meeting. A complete list of these shareholders will be available for examination by any shareholder (i) for a period of ten days prior to the Annual Meeting for any purpose germane to the meeting by sending an email to 2023annualmeeting@fubo.tv, stating the purpose of the request and providing proof of ownership of Company stock, and (ii) during the Annual Meeting, via the Internet at www.virtualshareholdermeeting.com/

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FUBO2023. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the materials that follow. If you received a copy of the proxy card by mail, you may alternatively sign, date and mail the proxy card in the accompanying return envelope. We encourage shareholders to submit their proxy via telephone or online. Submitting your proxy now will not prevent you from voting your shares during the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

By Order of the Board of Directors,

Gina Sheldon

Chief Legal Officer and Corporate Secretary

New York, New York

May 1, 2023

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BASIS OF PRESENTATION

On April 1, 2020, fuboTV Acquisition Corp., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”), merged with and into fuboTV Media Inc. (formerly known as fuboTV Inc.), a Delaware corporation (“FuboTV Sub”), whereby FuboTV Sub continued as the surviving corporation and became our wholly-owned subsidiary pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated as of March 19, 2020, by and among us, Merger Sub and FuboTV Sub (the “Merger”). Following the Merger, we changed our name from “FaceBank Group, Inc.” to “fuboTV Inc.,” and we changed the name of FuboTV Sub to “fuboTV Media, Inc.” and as of May 1, 2020, the Company’s trading symbol was changed from “FBNK” to “FUBO.”

References in this Proxy Statement to “we,” “us,” “our,” “ours,” “Fubo,” and the “Company” refer to fuboTV Inc. and its consolidated subsidiaries, unless the context otherwise requires.

FORWARD-LOOKING STATEMENTS

This Proxy Statement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements, which are subject to a number of risks, uncertainties, and assumptions, generally relate to future events or our future financial or operating performance. In some cases, you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “could,” “plan,” “potential,” “predict,” “seek,” “should,” “would,” “target,” “project,” “contemplate,” or the negative version of these words and other comparable terminology that concern our expectations, strategy, plans, intentions, or projections. Forward-looking statements contained in this Proxy Statement include, but are not limited to, statements regarding our anticipated financial performance, including our expectations with respect to profitability, our corporate governance practices, our executive and director compensation program and our equity plan usage.

We have based the forward-looking statements contained in this Proxy Statement primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”), and subsequent filings with the Securities and Exchange Commission (“SEC”). These risks are not exhaustive. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this Proxy Statement may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements and you should not place undue reliance on our forward-looking statements.

In addition, forward-looking statements are based upon information available to us as of the date of this Proxy Statement, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

The forward-looking statements made in this Proxy Statement relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Proxy Statement to reflect events or circumstances after the date of this Proxy Statement or to reflect new information or the occurrence of unanticipated events, except as required by law.

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			Page
PROXY STATEMENT SUMMARY			1
PROXY STATEMENT			5
ATTENDING THE ANNUAL MEETING			5
PROPOSALS			5
RECOMMENDATIONS OF THE BOARD			6
INFORMATION ABOUT THIS PROXY STATEMENT			6
QUESTIONS AND ANSWERS ABOUT THE 2023 ANNUAL MEETING OF SHAREHOLDERS			7
PROPOSALS TO BE VOTED ON			12
PROPOSAL 1: ELECTION OF DIRECTORS			12
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			18
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			18
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS			19
PROPOSAL 3: APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY VOTE”)			20
PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2020 EQUITY INCENTIVE PLAN TO, AMONG OTHER THINGS, INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE			21
PROPOSAL 5: APPROVAL OF AN AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION THAT WOULD REMOVE GAMING-RELATED PROVISIONS			35
PROPOSAL 6: APPROVAL OF AN AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION THAT WOULD INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK			37
PROPOSAL 7: APPROVAL OF THE ADJOURNMENT OF THE ANNUAL MEETING			40
EXECUTIVE OFFICERS			41
CORPORATE GOVERNANCE			41
GENERAL			41
CORPORATE GOVERNANCE HIGHLIGHTS			42
BOARD COMPOSITION			42
DIRECTOR INDEPENDENCE			42
DIRECTOR CANDIDATES			42
BOARD OF DIRECTORS AND COMMITTEE SELF-EVALUATIONS
COMMUNICATIONS FROM INTERESTED PARTIES			43
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT			44
CODE OF ETHICS			44
ANTI-HEDGING POLICY			45
ATTENDANCE BY MEMBERS OF THE BOARD OF DIRECTORS AT MEETINGS			45
EXECUTIVE SESSIONS			45
COMMITTEES OF THE BOARD			45
EXECUTIVE COMPENSATION			50
COMPENSATION DISCUSSION AND ANALYSIS			50
COMPENSATION TABLES			71
DIRECTOR COMPENSATION			84
EQUITY COMPENSATION PLAN INFORMATION			86
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			88
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			90
OUR POLICY REGARDING RELATED PERSON TRANSACTIONS			90

2023 Proxy Statement i


TRANSACTIONS AND RELATIONSHIPS WITH DIRECTORS, OFFICERS AND 5% SHAREHOLDERS			90
INDEMNIFICATION OF OFFICERS AND DIRECTORS			91
SHAREHOLDERS’ PROPOSALS			92
OTHER MATTERS			92
SOLICITATION OF PROXIES			92
FUBO’S ANNUAL REPORT ON FORM 10-K			93
APPENDIX A. FUBOTV INC. 2020 EQUITY INCENTIVE PLAN (AS AMENDED AND RESTATED EFFECTIVE APRIL 20, 2023)			A-1
APPENDIX B. PROPOSED ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF FUBOTV INC.			B-1

2023 Proxy Statement ii

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. As it is only a summary, you should read the entire Proxy Statement carefully before voting.


MEETING INFORMATION

Your vote is important. Please submit your proxy as soon as possible (see “How Do I Vote?” on page 10 for voting instructions).

MEETING DATE	RECORD DATE	MEETING TIME	VIRTUAL MEETING ONLY
Thursday, June 15, 2023	April 20, 2023	12:00 p.m. Eastern Time	www.virtualshareholdermeeting.com/FUBO2023 using your 16-digit control number included in your Notice of Internet Availability of Proxy Materials on your proxy card or on the instructions that accompanied your proxy materials.

VOTING METHODS

You may vote in advance of the virtual meeting using one of these voting methods:

VIA THE INTERNET

CALL TOLL FREE

MAIL SIGNED PROXY CARD

www.proxyvote.com

Follow instructions shown on your proxy card

If you received paper materials, mail to: Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717


MEETING AGENDA		BOARD RECOMMENDATION

PROPOSAL 1:	To elect David Gandler, Edgar Bronfman Jr., Ignacio Figueras, Julie Haddon, Daniel Leff, Laura Onopchenko and Pär-Jörgen Pärson as directors to serve until the 2024 Annual Meeting of Shareholders	FOR EACH NOMINEE

PROPOSAL 2:	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023	FOR

PROPOSAL 3:	To approve, on an advisory (non-binding) basis, the compensation of our named executive officers	FOR

PROPOSAL 4:	To approve an amendment to the Company’s 2020 Equity Incentive Plan to, among other things, increase the number of shares of Common Stock available for issuance	FOR

PROPOSAL 5:	To approve an amendment to the Company’s Articles of Incorporation that would remove gaming-related provisions	FOR

PROPOSAL 6:	To approve an amendment to the Company’s Articles of Incorporation that would increase the number of authorized shares of our Common Stock	FOR

PROPOSAL 7:	To approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 4, Proposal 5 or Proposal 6	FOR

2023 Proxy Statement 1

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2022 BUSINESS HIGHLIGHTS

Fubo is a sports-first, live TV streaming company, offering subscribers access to tens of thousands of live sporting events annually, as well as leading news and entertainment content. Our platform allows customers to access content through streaming devices and on SmartTVs, mobile phones, tablets, and computers.

2022 marked a pivotal year for Fubo, as we surpassed $1 billion in total annual revenue (up approximately 58% year-over-year), including approximately $102 million of annual advertising revenue (up approximately 38% year-over-year). We also closed out the year with 1.445 million subscribers in North America (up approximately 29% year-over-year) and 420,000 subscribers in Rest of World (up 117% year-over-year).

Throughout the year, we continuously evaluated the return on investment of our content portfolio in order to balance a content offering designed to grow, engage, and retain subscribers against the cost to Fubo. We also undertook measures to position our business for the challenging macroeconomic environment, and in support of our commitment to our long-term target of achieving positive Adjusted EBITDA in 20251, which we announced at our first Investor Day as a public company held in August 2022. We believe our performance over the course of the year reaffirms our unique value proposition and long-standing thesis that an aggregated offering is the most attractive live TV option for both consumers and media partners.


2022 GOVERNANCE HIGHLIGHTS

Our Board of Directors is committed to building long-term shareholder value and maintaining sound corporate governance practices. We highlight some of our corporate governance practices below, as discussed further in this Proxy Statement.


BOARD INDEPENDENCE & COMPOSITION						GOVERNANCE POLICIES & PRACTICES

•Number of directors: 7 •Majority of independent directors •100% independent audit, compensation and nominating and corporate governance committees •All directors attended at least 75% of Board and committee meetings in 2022 •Independent directors hold regular executive sessions						•Annual Board self-evaluations •Active shareholder engagement program •Corporate Governance Guidelines formalize policy of considering diversity of race, ethnicity, gender and age in selecting director nominees •All employees, officers and directors must adhere to a Code of Business Conduct and Ethics and Related Person Transactions Policy


2022 COMPENSATION HIGHLIGHTS

We endeavor to maintain sound executive compensation policies and practices consistent with our executive compensation philosophy. The following table highlights some of our executive compensation policies and practices, which are structured to drive performance and align our executives’ interests with our shareholders’ long-term interests. For more detailed information, please see the discussion under “Compensation Discussion and Analysis—Our Executive Compensation Best Practices.”

1 Adjusted EBITDA is a non-GAAP measure defined as Net Loss, adjusted for depreciation and amortization, stock-based compensation, income tax benefit, impairment of intangibles, other expenses, and one-time non-cash expenses. The Company is not providing a reconciliation of targeted Adjusted EBITDA to Net Loss, the most directly comparable GAAP measure, because it does not currently have sufficient information to accurately estimate all of the variables and individual adjustments for such reconciliation. As such, the Company cannot estimate on a forward-looking basis without unreasonable effort the impact these variables and individual adjustments will have on its reported results.

2023 Proxy Statement 3

SEC Form DEF 14A filed by fuboTV Inc.