Rush Street Interactive, Inc. (RSI)
NYSE: RSI · Real-Time Price · USD
23.65
+0.33 (1.42%)
Apr 24, 2026, 4:00 PM EDT - Market closed
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AGM 2025

May 29, 2025

Kyle Sauers
CFO, Rush Street Interactive

Good morning. I'm Kyle Sauers, the Chief Financial Officer of the company, and on behalf of Rush Street Interactive, we welcome you to this annual meeting of stockholders for Rush Street Interactive. Today's virtual only meeting is a live audio webcast. Thank you very much to those who are participating today. I will act as Chair of this meeting. Selden Ross, who serves as our Deputy General Counsel and Corporate Secretary, will act as Secretary of this meeting. Terry Anquadros, a representative of Continental Stock Transfer & Trust, our transfer agent, will be acting as the Inspector of Election for this meeting and is also in attendance. The meeting will now come to order. At this time, Mr. Ross will give the Secretary's report on the notice of this meeting and the affidavit of mailing.

Selden Ross
Deputy General Counsel and Corporate Secretary, Rush Street Interactive

Thank you, Kyle, and good morning. Continental Stock Transfer & Trust has provided a list of stockholders of record of the company at the close of business on April 9, 2025, the record date for determining stockholders entitled to notice of and vote at this meeting. This list is available in the meeting documents section towards the center of the screen. Continental Stock Transfer & Trust has also provided an affidavit stating that the notice of this annual meeting and the proxy materials were sent to all stockholders of record beginning on or about April 14, 2025. If you need a copy of the annual report or the proxy statement, copies are available in the meeting documents section towards the center of the screen.

Finally, Continental Stock Transfer & Trust has reported that holders of a majority in voting power of the company's common stock issued and outstanding and entitled to vote on the proposals at this meeting are present by proxy. Accordingly, a quorum for this annual meeting of stockholders is present. The materials will be made part of the minutes of this meeting.

Kyle Sauers
CFO, Rush Street Interactive

We will now proceed with the business of this meeting. To ensure the orderly and expeditious conduct of the business of this meeting, I call your attention to the rules of conduct set forth for this meeting. These were made available to each stockholder in the meeting documents section towards the center of your screen. We ask that in fairness to all stockholders attending this meeting, you please honor these rules. As described in the proxy statement, the items of business for today's meeting consist of the election of Leslie Bluhm, James Gordon, and Richard Schwartz as Class 2 directors to serve for a three-year term ending at the 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified. The ratification of the appointment of WithumSmith+Brown, P.C., as the company's independent registered public accounting firm for fiscal year 2025.

A non-binding advisory vote on executive compensation of the named executive officers, commonly known as a say-on-pay vote. A non-binding advisory vote on the frequency of future say-on-pay votes. The company has not received notice from any stockholder, as required under its bylaws, of any other matter to be considered at today's meeting, and so no other proposals may be properly introduced by stockholders. I now declare the polls open for voting at this meeting at 9:03 A.M. Central Time. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online. Any stockholder who has already voted and does not want to change their vote need not take any further action. The polls will remain open until immediately after any discussion on today's proposals. Selden, please present the proposals.

Selden Ross
Deputy General Counsel and Corporate Secretary, Rush Street Interactive

Thanks, Kyle. Proposal number one is for the election of the following nominees to serve as Class 2 directors on the board of directors of the company for a three-year term ending at the 2028 annual meeting of stockholders: Leslie Bluhm, James Gordon, and Richard Schwartz. All of the nominees currently are members of the board of directors of the company. Directors elected today will hold office until the company's annual meeting of stockholders in 2028 and until their respective successors are duly elected and qualified.

Kyle Sauers
CFO, Rush Street Interactive

The company's bylaws require any stockholders desiring to nominate a person for election to the board of directors to submit such a nomination in writing and in a timely manner to the Secretary of the company. Since no such stockholder nominations were received, the nominations for election of directors are closed.

Selden Ross
Deputy General Counsel and Corporate Secretary, Rush Street Interactive

Proposal number two is for the ratification of the appointment of Withum Smith+Brown, PC., as the company's independent registered public accounting firm for fiscal year 2025. Proposal number three is the advisory vote on the compensation of our named executive officers, commonly referred to as the say-on-pay vote. As required by the Securities Exchange Act and in accordance with SEC rules, stockholders are being asked to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in our proxy statement, including the compensation discussion and analysis, compensation tables, and related narrative disclosures. The vote is not intended to address any specific item of compensation, but rather the overall compensation philosophy, policies, and practices for our executive team.

While this vote is advisory and non-binding, the board values the opinions expressed by stockholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions regarding named executive officers. Proposal number four is an advisory vote on the frequency of future say-on-pay votes. In accordance with Section 14A of the Securities Exchange Act of 1934 and related SEC rules, stockholders are being asked to advise the board on how often the company should hold future advisory votes to approve the compensation of our named executive officers. Stockholders may choose whether such votes should occur every one, two, or three years.

Although this vote is advisory and not binding on the company, the Compensation Committee and the board value the opinions expressed by our stockholders and will consider the outcome of the vote when making a decision regarding the frequency of future say-on-pay votes.

Kyle Sauers
CFO, Rush Street Interactive

Let's proceed with voting on the proposals. We will close the polls immediately after any discussion on these proposals, so if you wish to vote and have not yet done so, now is the time to submit your vote by clicking on the link provided online. Any stockholder who has already returned a proxy card or voted by internet and does not want to change their vote need not take any further action. If you have not yet turned in a proxy card or voted, or if you are a stockholder of record and you wish to vote your shares in a manner different than you have indicated on your proxy card, you may do so now by clicking on the link provided online.

If there are any questions regarding the voting procedures or if any stockholder wishes to comment on or raise any questions regarding the proposals now being voted on, you may submit questions by entering your question online under the heading "Submit a Question" and clicking "Submit." If you submit a question and we do not address it during the meeting, perhaps because it was not related to the voting procedures or proposals, we will try to follow up with you directly at some point after the meeting. There being no discussion of the proposals, we will now close the polls. If you wish to submit your vote or change your vote and have not already done so, please submit your vote now by clicking on the link provided online. I now declare the polls closed at 9:08 A.M. Central Time.

Based on the preliminary review of the votes cast, the Inspector of Election has informed me that each of the nominees for director have been duly elected. The appointment of Withum Smith+Brown, PC., to serve as the company's independent registered public accounting firm for fiscal year 2025 has been duly ratified. The proposal to approve a non-binding advisory vote on the executive compensation of our named executive officers has been carried. The selection on the non-binding advisory basis of three years as the frequency with which the company shall hold future non-binding say-on-pay advisory votes has been carried. The Inspector of Election's certificate and report on the final tabulation of the votes will be annexed to the minutes of this meeting.

Final results will also be published in the Form 8-K filed with the Securities and Exchange Commission within four business days, including the date of this meeting. I am aware of no other business that should be brought before this meeting, and accordingly, this meeting is adjourned at 9:09 A.M. Central Time. This concludes our 2025 annual meeting of stockholders, and thank you for joining us here this morning.

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