Ladies and gentlemen, it's my pleasure and privilege to welcome you all to the annual general meeting of Flutter Entertainment plc. Thank you for joining us today in person and online. It is now 2:00 P.M., and I've been informed by the Company Secretary that the quorum required by the company's articles of association is present, and accordingly, I declare the meeting open. My name is John Bryant, and I am the Chair of the Board. I'd like to introduce our board members, all of whom are either present in person or online via the webcast today. In attendance with me in person is Ed Traynor, the Company Secretary. In attendance virtually, we have Peter Jackson, our Chief Executive Officer, and each of our Non-Executive Directors, Dob Bennett, Stefan Bomhard, Nancy Cruickshank, Nancy Dubuc, Al Hurley, Holly Keller Koeppel, Carolan Lennon, and Christine McCarthy.
Also in attendance virtually are David Kenny and Sally Susman, who the board has unanimously nominated for election at this AGM. Shareholders have been invited to raise questions in writing in advance of the AGM to the Company Secretary and to submit the necessary proxy forms also in advance of the AGM, as it will not be possible to raise questions or vote using the webcasting platform. No questions were received in advance of the meeting. As previously announced on the 2nd of April 2026, Al Hurley will not seek re-election at the AGM and will, therefore, step down from the board at the conclusion of the AGM. Nancy Dubuc will succeed Al as Chair of the Compensation and Human Resources Committee from the conclusion of this meeting. I would again like to take this opportunity to thank Al for his exceptional contributions to the board.
I'd now like to invite questions from shareholders present in person. To ask a question, please raise your hand. A member of staff will provide a microphone, and I'd ask you to please state your name before asking the question. Do we have any questions in the room? Given we have no questions in the room, I'll move on to the formal part of the business of the meeting. There are eight resolutions to be put at today's meeting, which are set out in the proxy statement and notice of AGM. I'll take the notice of AGM as read. Resolutions 1, 2, 4 A and 4B, 5, and 7 have been proposed as ordinary resolutions. Resolutions 3A, 3B, 3C, 3D, 6, and 8 have been proposed as special resolutions.
Voting on all resolutions will be conducted on a poll, and the poll results will be made available on the company's website and released to the New York and London stock exchanges after the conclusion of the meeting. As required by Irish company law, our Irish directors report and financial statements for the financial year ended December 31, 2025, have been laid before the meeting. The Irish financial statements include a review of the company's affairs, as well as the reports of the directors and auditors thereon. The Irish directors report and financial statements were made available to shareholders in advance of the meeting in accordance with Irish law requirements, and copies may be found on the company's website. Unless anyone has any questions concerning the Irish directors report and financial statements, we will proceed to the business of the meeting.
For the shareholders present in person, please complete your poll card for each of the resolutions as I run through them and ensure that you place an x in the for, against, or withheld box according to how you wish to cast your vote. I remind shareholders that the withheld vote option is provided to enable shareholders to abstain on any particular resolution. However, withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for or against the resolution. Resolution 1 is covered as ordinary business. As resolution 1A relates to my own re-election, I will ask Ed Traynor to propose this resolution.
I propose resolution 1A for the re-election of John Bryant as a director.
Resolution one relates to the election of Stefan Bomhard, Sally Susman, and David Kenny and the re-election of each of Peter Jackson, Dob Bennett, Nancy Cruickshank, Nancy Dubuc, Holly Keller Koeppel, Carolan Lennon, and Christine McCarthy as directors of the company, each of whom is retiring and offering themselves for re-election in accordance with the company's articles of association. The resolutions to elect and re-elect each director standing for re-election will be proposed and voted on as separate resolutions. Resolution 1B. I now propose resolution 1B for the re-election of Peter Jackson as a director. I now propose resolution 1C for the re-election of Dob Bennett as a director. I now propose resolution 1D for the election of Stefan Bomhard as a director. I now propose resolution 1E for the re-election of Nancy Cruickshank as a director. I now propose resolution 1F for the re-election of Nancy Dubuc as a director.
I now propose resolution 1G for the election of David Kenny as a director. I now propose resolution 1H for the re-election of Holly Keller Koeppel as a director. I now propose resolution 1I for the re-election of Carolan Lennon as a director. I propose Resolution 1J for the re-election of Christine McCarthy as a director. I now propose Resolution 1K for the election of Sally Susman as a director. Resolution 2 is covered as ordinary business, I propose Resolution 2 to approve on an advisory basis of the compensation of our named executive officers. Resolutions 3A to 3D are covered as special business. I propose Resolution 3A to approve certain amendments to the company's articles to provide for plurality voting standard in the event of contested director elections.
I now propose Resolution 3B, to approve certain amendments to the company's articles to grant the board sole authority to determine its size and provide for the possibility of holdover directors in the event of no directors receiving sufficient votes for election. I now propose Resolution 3C, to approve certain amendments to the company's articles to permit the issuance of preferred shares with rights and preferences to be determined by the board from time to time. I now propose Resolution 3D, to approve certain administrative amendments to the company's articles to reflect Flutter's U.S. domestic issuer status for the purpose of Exchange Act reporting. Resolution 4A and 4B are covered as ordinary business. I now propose Resolution 4A to ratify, in a non-binding vote, the appointment of KPMG as independent registered public accounting firm and auditors of the company.
I now propose Resolution 4B, to authorize, in a binding vote, the board to fix the compensation of KPMG. Resolution 5 is covered as ordinary business. I now propose Resolution 5 to renew the annual authority of the board to issue shares. Resolution 6 is covered as special business. I now propose Resolution 6 to renew the annual authority of the board to issue shares for cash without first offering shares to existing shareholders. Resolution 7 is covered as ordinary business. I now propose Resolution 7 to renew the annual authority of the board to make market purchases of the company shares. Resolution 8 is covered as special business. I now propose Resolution 8 to renew the annual authority of the board to determine the price range for the reissue of treasury shares off market. That marks the completion of the resolutions to be put to shareholders at this AGM.
I hereby declare the polls for each matter to be voted on at this meeting open and instruct Broadridge to commence the poll and deliver the results to me once they've completed the formal process. If you've already submitted proxies, you do not need to take any further action today. If you're currently holding a polling card, please raise your hand and we will collect it. If you would like to vote now, please raise your hand and a poll card will be brought to you. Since there are no more poll cards to be collected, I declare the polls for each matter voted upon at this meeting closed. We have received proxy votes for each resolution. Resolution 3C has not received the 75% majority and has accordingly not been carried. Save for that resolution, all other resolutions have been voted for and have been carried by the requisite majorities.
In particular, I would note that Resolution 1, regarding director elections and re-elections, each received over 90% of votes in favor. The final results will be published this afternoon in an announcement to the New York and London stock exchanges and will also be available on the company's website this afternoon. That now concludes all the business of this meeting, and I now declare the meeting closed. Thank you very much for attending. Sir, you have a question?
Yeah.
Do you want a microphone, perhaps?
Sorry. I obviously should have asked the question earlier, but this is the first AGM I've actually attended that there hasn't been a presentation on the results or information. People wonder why shareholders don't turn up at AGMs anymore. There's no presentation here at all. Considering the company's gone through such turmoil in the last six, nine months, as a shareholder, I thought I'd hear management actually saying something about the company or the plans. This is our only chance to hear what the management is saying about the company. Come along, beautiful screen behind you, two of you sitting up there. I go to a lot of AGMs and a lot of very small PLCs, a fraction of the size of Flutter, and they put a lot more preparation into preparing for the AGM and doing a decent presentation to the shareholders who do attend the meeting.
I have to say, I'm very disappointed with what you presented to us as shareholders here today, especially given the fact that this has been a bloody tough year for shareholders in the company.
Well, I appreciate your comments. There are numerous presentations to shareholders, through various investor meetings, et cetera, across the year that are available on our website. I'd urge you to listen to those. The quarterly conference calls are all recorded and available for replay on the website. That provides a more granular detail of what the management team is doing to improve the results, and I certainly take your point on the share price performance, and I can assure you that we all are 100% focused on delivering the results and executing with excellence and getting back on track.
Well, look, again, I would just say this seems to be a unique approach to it, telling the shareholders to turn up at the AGM, go and have a look at the website, and you'll see some presentations. It's disappointing. I do have one other comment I'd like to make, and that's just in terms of the salaries of the company. I'm nearly ashamed to say I'm a shareholder in the company, given the scale of some of the salaries that are being paid. It would seem that our CEO. I'm looking at the accounts here. If you drill down enough, you see three years ago, a very high salary. We go to the American stock market, and all of a sudden, that seems to be an excuse to triple the total level of remuneration to executives. Coincides with a downturn in the business as well.
Salaries of GBP 20 million. It just doesn't make any sense to me how. I'm sure you're going to come back with, it's important to motivate your executives in the company and that they're in line with the shareholders in terms of shareholder performance. If they were motivated two years ago on a salary 1/3 of the salary, I would just love to hear the justification for saying that we're now quoted on the U.S. market and therefore triple the salaries. It is still an Irish company. I just don't get the scale of the salaries being paid, especially given the performance of the company. Paying high salaries isn't any guarantee, as we see, of performance in the company. I believe our number one person in America has been let go recently, obviously also being paid an astronomical salary.
The justification for these salaries, I actually would like to hear your comments on it.
The compensation of senior executives is in line with other companies of our size, scale, and magnitude in the U.S. We are a U.S.-listed company. If you take the U.S. executive, we're not going to be able to have the best quality executives in the U.S. unless we pay them compensation commensurate with the size and nature of the task that they have. U.S. compensation is significantly at risk. Take Peter's compensation as CEO is 92% at risk. The headline number you see is not necessarily a number that is received at the end of the day because the company hasn't performed to the degree that we would like. Look, I appreciate your comments and recognize where you're coming from. I think this is, again, the best way for us to achieve the outcomes we want to achieve as a company.
Well, I have already declared the meeting closed, but I guess I will do so again. Thank you all for your attendance, and I appreciate your comments. Thank you.