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): January 20, 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 January 20, 2023, a majority in voting power of the shares of capital stock of Skillz Inc. (the “Company”) appointed Mr. Alexander Mandel to the Board of Directors (the “Board”). Mr. Mandel, 52, currently serves as Chief Financial Officer of the Influential Network Inc., a privately-held influencer marketing company, and has served in such capacity since January 2022. From January 2019 through December 2021, he served as Chief Financial Officer of Fluent, Inc. (Nasdaq: FLNT), and as an independent financial consultant to the company from July 2018 through December 2018. From February 2016 to June 2018, Mr. Mandel served as the Chief Financial Officer of IAC Applications, a division of IAC/InterActiveCorp (Nasdaq: IAC). From 2010 to 2015, Mr. Mandel was employed by LendingTree, Inc. (Nasdaq: TREE), including as its Chief Financial Officer from 2012 to 2015. He was a Managing Director at Centerview Partners LLC, an investment banking advisory firm in New York City, from 2008 to 2010. Prior to that, Mr. Mandel held various positions at investment banking firm Bear, Stearns & Co. Inc. from 1996 to 2008, including Managing Director beginning in 2003. He received his Bachelor of Arts in Economics from Tufts University and his Masters of Business Administration from Columbia Business School.

On January 20, 2023, Vandana Mehta-Krantz notified the Company of her decision to resign from the Board, effective immediately. Ms. Mehta-Krantz's resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Also, on January 20, 2023, the Board appointed Mr. Mandel to the Audit Committee. The Board affirmatively determined that Mr. Mandel (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. Mandel and any other persons pursuant to which Mr. Mandel was appointed as a director. Furthermore, there are no family relationships between Mr. Mandel and any other director or executive officer of the Company and there are no transactions between Mr. Mandel and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Mr. Mandel 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. Mandel’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 January 20, 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. Mandel 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.

a228enotice

SKILLZ INC. Notice to Certain Stockholders Under Section 228(e) of the Delaware General Corporation Law January 20, 2023 This notice is being sent to inform you that, on January 20, 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. Alexander Mandel to the Company’s Board of Directors. This notice is being sent or given on or about January 20, 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

skillzpressrelease_01-20

Financial Executive Alex Mandel Joins Skillz’ Board of Directors Seasoned CFO Brings Financial Expertise to Skillz SAN FRANCISCO, CALIFORNIA – January 20, 2023 – Skillz (NYSE: SKLZ), the leading mobile games platform bringing fair competition to players worldwide, today announced that Alex Mandel, Chief Financial Officer of The Influential Network Inc., has joined its Board of Directors. Mandel will serve on the Audit Committee of the Board. Mandel replaces Vanna Mehta-Krantz, who is stepping down to focus on other work commitments. Skillz is thankful for her contributions to the company during her tenure. “We’re thrilled to welcome Alex Mandel to our board. His decades of financial experience, coupled with deep understanding of user acquisition, will be invaluable as we build the future of our company,” said Andrew Paradise, CEO of Skillz. Mandel currently serves as Chief Financial Officer of The Influential Network Inc., a privately- held influencer marketing company. Prior to this, Mandel served as Chief Financial Officer of Fluent, Inc. (Nasdaq: FLNT), IAC Applications, and LendingTree, Inc. (Nasdaq: TREE). At LendingTree, he was credited with playing an essential role in the Company’s resurgence. Mandel also held the position of Managing Director at investment banking firms Centerview Partners, LLC and Bear, Stearns & Co. Inc. He received his Bachelor of Arts in economics from Tufts University and his Masters of Business Administration from Columbia Business School. “I see incredible potential in Skillz as it defines an entire industry,” said Alex Mandel. “It’s a privilege to join Skillz’ Board of Directors at such a pivotal time in the company’s journey and to help accelerate its trajectory towards profitable growth.” 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.