Flutter Entertainment plc 8-K/A, filed Oct 1, 2026
Flutter Entertainment plc (FLUT)
About this 8-K/A
Flutter Entertainment plc filed this 8-K/A on October 1, 2026, reporting on events of August 1, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| |
||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
(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 Symbol(s) |
Name of each exchange on which registered | ||
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. ☐
EXPLANATORY NOTE
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Service Agreement with Mr. Taylor
In connection with his appointment, on October 1, 2026, Flutter Services UK Limited and Flutter Entertainment UK Limited (each, subsidiaries of the Company) entered into a new Service Agreement, Offer Letter and a director appointment letter with Mr. Taylor, pursuant to which he will be entitled to receive a base salary of $1,140,000 per year and a $110,000 directorship fee (together, the “Total Salary”). For 2027, Mr. Taylor will be eligible to receive a discretionary annual incentive with a target opportunity of 200% of Total Salary (and a maximum opportunity of 400% of Total Salary), a grant of restricted stock units (“RSUs”) with a grant date fair value of 290% of Total Salary scheduled to vest in three equal installments on September 1, 2028, September 1, 2029 and September 1, 2030 subject to continued employment, and performance stock units (“PSUs”) with a grant date fair value of 870% of Total Salary scheduled to vest on September 1, 2030 subject to continued employment and achievement of performance targets which will be set by the Compensation & Human Resources (“C&HR”) Committee of the Board and communicated in 2027 (with potential maximum vesting at 1,740% of Total Salary in the case of the PSUs). Mr. Taylor will also receive a one-time grant of a promotional equity award consisting of RSUs to the value of $2,083,131 and PSUs to the value of $6,249,394. These promotional equity RSUs are scheduled to vest in three equal instalments on September 1, 2027, September 1, 2028, and September 1, 2029, subject to continued employment and promotional equity PSUs are scheduled to vest on September 1, 2029, subject to continued employment and achievement of the performance targets set for the 2026 PSU cycle. Mr. Taylor will be subject to a shareholding requirement equal to 600% of Total Salary. Mr. Taylor will receive Company funded pension contributions (or the equivalent value in cash) of 5% of Total Salary.
Mr. Taylor will bear the cost of his own worldwide taxes, and the Company will not provide tax equalization payments. Flutter will arrange and pay for reasonable personal tax return support and reasonable advice in respect of Mr. Taylor’s US, UK and Irish tax returns in connection with his employment.
Under the terms of the Service Agreement, Mr. Taylor may terminate his employment by providing the Company with 12 months’ written notice, and the Company may terminate Mr. Taylor’s employment by providing him with 3 months’ written notice (or payment in lieu of such notice).
The foregoing description of the Service Agreement, Offer Letter and director appointment letter is a summary and is qualified in its entirety by reference to the corresponding agreement, which will be filed as an exhibit to Flutter’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.
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: October 1, 2026 | By: | /s/ Edward Traynor | ||||
| Name: | Edward Traynor | |||||
| Title: | Company Secretary | |||||