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): April 122, 2022 (April 19, 2022)

~~DraftKings~~DRAFTKINGS ~~Inc~~INC.

(Exact name of registrant as specified in its charter)

Nevada	001-38908	84-4052441
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

222 Berkeley Street, 5th Floor

Boston, MA 02116

(Address of principal executive offices) (Zip Code)

(617) 986-6744

(Registrant’s telephone number, including area code)

N/A

(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. below):

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
Class A common stock, par value $0.0001 per share		DKNG		The Nasdaq Stock Market LLC

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. ¨

Item 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

~~This~~On ~~Current~~April ~~Report~~19, on2022, ~~Form 8-K is being filed by~~ DraftKings Inc., ~~a Nevada corporation~~ (the “~~DraftKings~~Company”), held ~~with respect to~~ its ~~anticipated~~2022 ~~timing~~Annual ~~for~~Meeting ~~the consummation~~ of ~~its proposed~~Shareholders ~~acquisition~~ (the “~~Acquisition”)~~Annual ~~of Golden Nugget Online Gaming, Inc. (“GNOG~~Meeting”).

~~DraftKings~~The ~~and~~following ~~GNOG~~matters ~~continue~~were tovoted ~~pursue~~upon ~~the~~at ~~remaining gaming regulatory approvals necessary to consummate~~ the ~~Acquisition. Accordingly, DraftKings now expects the Acquisition to be consummated~~ onAnnual ~~or prior to May 31, 2022, subject to the satisfaction or waiver of closing conditions.~~Meeting:

~~Forward~~1. ~~Looking~~To ~~Statements~~elect up to twelve directors to the Company’s board of directors; 2. To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and 3. To conduct a non-binding advisory vote on executive compensation.

The ~~statements~~following in this Current Report on Form 8-K may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. When used in this Current Report on Form 8-K, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside DraftKings’ control, that could cause actual results or outcomes to differ materially from those discussed in the ~~forward-looking~~final ~~statements.~~voting These forward-looking statements include, without limitation, DraftKings’ expectations with respect to whether and when the Acquisition will be completed. These forward-looking statements involve significant risks and uncertainties that could cause actual results ~~to differ~~ ~~materially~~for ~~from~~each ~~expected results. These factors are outside DraftKings’ control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence~~ of ~~any event, change or other circumstance that could delay~~ the ~~closing of~~matters ~~the~~voted Acquisition or result in the termination of the agreements to acquire GNOG, (2) changes in applicable laws or regulations, particularly with respect to gaming, gambling, sportsbooks, fantasy sports and other similar businesses; (3) the possibility that DraftKings may be adversely affected by other economic, business, and/or competitive factors, (4) market and supply chain disruptions due to the COVID-19 outbreak or other epidemics, pandemics or similar public health events; and (5) other risks and uncertainties indicated from time to time relating to the Acquisition, including those identified in DraftKings’ filings with the U.S. Securities and Exchange Commission (the “SEC”). The foregoing list of factors is not exclusive. Readers should not place undue reliance upon ~~any~~at ~~forward-looking statements, which speak only as of~~ the ~~date~~Annual made. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see DraftKings’ filings with the SEC. DraftKings undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.Meeting:

Election of directors:⁽¹⁾	For		Withheld		Broker Non-Votes
Jason D. Robins		4,074,043,024		33,261,230		108,898,622
Harry Evans Sloan		4,038,521,678		68,782,576		108,898,622
Matthew Kalish		4,070,012,899		37,291,355		108,898,622
Paul Liberman		4,070,013,510		37,290,744		108,898,622
Woodrow H. Levin		4,055,302,383		52,001,871		108,898,622
Shalom Meckenzie		4,040,584,586		66,719,668		108,898,622
Jocelyn Moore		4,055,290,364		52,013,890		108,898,622
Ryan R. Moore		4,074,848,385		32,455,869		108,898,622
Valerie Mosley		4,055,709,041		51,595,213		108,898,622
Steven J. Murray		4,055,287,422		52,016,832		108,898,622
Marni M. Walden		4,055,522,925		51,781,329		108,898,622

Ratification of the appointment of BDO USA, LLP:
For						4,213,216,595
Against						2,355,234
Abstain						631,047
Non-binding advisory vote on executive compensation:
For						4,075,793,137
Against						30,942,575
Abstain						568,542
Broker Non-Votes						108,898,622

⁽¹⁾As described further in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on February 28, 2022, because the Company’s acquisition of Golden Nugget Online Gaming, Inc. was not completed prior to the Annual Meeting, the size of the Company’s board of directors was set at eleven and any votes cast for Mr. Tilman J. Fertitta were not counted.

Item 9.01

Financial Statements and Exhibits.

Exhibits

Exhibit No.	Description

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DraftKings Inc.
Dated: April 1, 2022	By:	/s/ R. Stanton Dodge
Dated: April 22, 2022	By:	/s/ R. Stanton Dodge
		Name: R. Stanton Dodge
		Title: Chief Legal Officer and Secretary

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