8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 17, 2023

SKILLZ INC.

(Exact name of registrant as specified in its charter)

PO Box 445

San Francisco, California 94104

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (415) 762-0511

Not Applicable

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 17, 2023, a majority in voting power of the shares of capital stock of Skillz Inc. (the “Company”) appointed Mr. Kevin Chessen to the Board of Directors (the “Board”). Mr. Chessen, 59, currently serves as an advisor at Argonaut Investments, a privately held commercial real estate investment management firm, a position he has held since January 2022. Previously, Mr. Chessen co-founded BTIG, LLC, a global financial services firm, and its predecessor firm, Baypoint Trading. Prior to that, Mr. Chessen was Head of Listed Trading at Banc of America Securities from 1997 to 2022. Prior to that, Mr. Chessen was Head of Asian Equity Trading at Merrill Lynch from 1992 to 1997. Mr. Chessen began his career in financial services with S.G. Warburg in a variety of roles, including Senior Trader on the International Trading Desk. He received his Bachelor of Arts in Business Economics from the University of California, Santa Barbara.

Also, on February 17, 2023, the Board appointed Mr. Chessen to the Audit Committee. The Board affirmatively determined that Mr. Chessen (i) is an independent director under the applicable rules of the NYSE and as such term is defined in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended and (ii) meets all applicable requirements for membership on the Audit Committee.

There is no arrangement or understanding between Mr. Chessen and any other persons pursuant to which Mr. Chessen was appointed as a director. Furthermore, there are no family relationships between Mr. Chessen and any other director or executive officer of the Company and there are no transactions between Mr. Chessen and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Mr. Chessen will receive compensation consistent with the Company’s compensation program for non-employee directors, as described in the Company’s proxy statement, filed with the U.S. Securities and Exchange Commission on April 1, 2022.

A press release announcing Mr. Chessen’s appointment to the Board is attached hereto as Exhibit 99.1.

Item 5.07. Submission of Matters to a Vote of Security Holders

On February 17, 2023, a majority in voting power of the shares of capital stock of the Company, authorized and approved, by written consent in accordance with Section 228 of the Delaware General Corporation Law, the appointment of Mr. Chessen to the Board.

Item 8.01. Other Events

The Company hereby transmits a copy of a notice to stockholders pursuant to Section 228(e) of the Delaware General Corporation Law. A copy of the notice is attached hereto as Exhibit 99.2.

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.

skillzpressrelease_02-21

Financial Executive Kevin Chessen Joins Skillz Board of Directors Capital Markets Expert Brings Decades of Financial Experience to Skillz SAN FRANCISCO, CALIFORNIA – February 21, 2023 – Skillz (NYSE: SKLZ), the leading mobile games platform bringing fair competition to players worldwide, today announced that Kevin Chessen, co-founder of BTIG, has joined its Board of Directors. Chessen will serve on the Audit Committee of the Board. “We’re thrilled to welcome Kevin Chessen to our board. His extensive expertise in investment and finance will be invaluable as we build the next chapter of Skillz,” said Andrew Paradise, CEO of Skillz. “Skillz is truly a disruptor and innovator in the mobile game industry,” said Kevin Chessen. “I’m honored to join the Board of Directors and excited about the future of the company.” Chessen is currently an advisor at Argonaut Investments, a firm that owns and operates approximately 40 shopping centers across the Western United States. Prior to this, Chessen co- founded global financial services firm BTIG and its predecessor firm Baypoint Trading in 2002, also serving as a member of BTIG’s Global Operating Committee. Previously, Chessen was the Head of Listed Trading at Banc of America Securities, Head of Asian Equity Trading at Merrill Lynch, and Senior Trader on the International Trading Desk at S.G. Warburg. He earned his Bachelor of Arts in business economics from the University of California, Santa Barbara. About Skillz Inc. Skillz is the leading mobile games platform dedicated to bringing out the best in everyone through competition. The Skillz platform helps developers create multi-million dollar franchises by enabling social competition in their games. Leveraging its patented technology, Skillz hosts billions of casual esports tournaments for millions of mobile players worldwide, with the goal of building the home of competition for all. Skillz has earned recognition as one of Fast Company’s Best Workplaces for Innovators, CNBC’s Disruptor 50, Forbes’ Next Billion-Dollar Startups, Fast Company’s Most Innovative Companies, and the number-one fastest-growing company in America on the Inc. 5000. www.skillz.com #### Media Contact press@skillz.com Source: Skillz Inc.

skillzsection228noticeto

SKILLZ INC. Notice to Certain Stockholders Under Section 228(e) of the Delaware General Corporation Law February 21, 2023 This notice is being sent to inform you that, on February 17, 2023, stockholders holding a majority in voting power of the shares of capital stock of Skillz Inc. (the “Company”) in accordance with the Company’s Third Amended and Restated Certificate of Incorporation, as amended, and Delaware General Corporation Law (the “DGCL”) authorized and approved, by written consent, the appointment of Mr. Kevin Chessen to the Company’s Board of Directors. This notice is being sent or given on or about February 21, 2023 pursuant to, and shall constitute notice under, Section 228(e) of the DGCL, to each stockholder from whom the Company has not received written consent for such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of stockholders to take such action were delivered to the Company as provided in Section 228(c) of the DGCL. This notice is delivered solely to promptly inform you of the corporate action described herein. The Company is not requesting stockholders to take any action at this time. Skillz Inc. By: /s/ Charlotte J. Edelman Name: Charlotte J. Edelman Title: General Counsel and Secretary