Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 2, 2022, following adjournment of the 2022 annual meeting of stockholders of Rush Street Interactive, Inc. (the “Company”), Harry L. You notified the Company’s Executive Chairman of his decision to resign as a Class I director of the Board of Directors of the Company (the “Board”) and as a member of the Audit Committee of the Board, effective as of the close of business on June 2, 2022. Mr. You’s decision was not the result of any disagreement between Mr. You and the Company, its management, the Board or any committees thereof on any matter relating to the Company’s operations, policies or practices.
The Company and the Board express their sincere appreciation for Mr. You’s service to the Company and his valuable contributions to the Board.
To fill the vacancy created upon Mr. You’s departure, effective as of the close of business on June 2, 2022, the Board appointed Mr. Daniel Yih as a Class I director, serving on the Board until the Company’s 2024 annual meeting of stockholders and until his successor is duly elected and qualified. Mr. Yih was designated for election to the Board by Rush Street Interactive GP, LLC, in its capacity as the Seller Representative under that certain Investor Rights Agreement, dated as of December 29, 2020, entered into in connection with the previously consummated business transaction with dMY Technology Group, Inc.
Mr. Yih, 64, has been a Managing Director of Starwood Capital Group since 2007. In this role, Mr. Yih oversees the Starwood outdoors business. Previously for Starwood, Mr. Yih served as Chief Investment Officer, Europe, Interim Head of Asset Management, Europe, CEO of BR Guests Restaurant, a portfolio company of Starwood Capital, and Global Chief Operating Officer. Mr. Yih also served on Starwood’s Investment Committee from 2007 to 2020. Prior to joining Starwood, Mr. Yih was Chief Operating Officer and a Portfolio Principal of the buyout fund GTCR Golder Rauner. Before that, Mr. Yih was a general partner at Zell-Chilmark Fund, a buyout fund investing in financially distressed companies. Mr. Yih also previously served as Chief Administrative Officer and Chief Financial Officer of Welbilt Corporation, a commercial food equipment manufacturer. Mr. Yih began his career at Kirkland & Ellis, representing equity investors in leveraged buyout transactions and venture capital investments. He previously served on the boards of directors and audit committees of Ann Inc. (NYSE: ANN) from 2007 to 2015 and Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) from 1995 to 2007. Mr. Yih currently serves as chairman of the board of trustees for the Thacher School. Mr. Yih earned a Juris Doctor and a Master of Business Administration from the University of Chicago. He graduated with a B.S. in mechanical engineering with distinction from Stanford University.
Mr. Yih will serve as the chairman of the Audit Committee of the Board. The Board has determined that Mr. Yih qualifies as an independent director and meets the applicable independence requirements of the Company, NYSE and the Securities and Exchange Commission.
There are no arrangements or understandings between Mr. Yih and any other person pursuant to which Mr. Yih was selected to serve as a director of the Company. Mr. Yih does not have any family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. There are no related person transactions or relationships between Mr. Yih and the Company that are required to be reported under Item 404(a) of Regulation S-K in this Current Report on Form 8-K.
Mr. Yih is expected to receive compensation for his service on the Board consistent with the Company’s previously disclosed compensation program for certain of its non-founder and non-employee directors.
| | | | | |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 2, 2022, Company held its 2022 annual meeting of stockholders (the “Annual Meeting”).
The following matters were voted upon by the Company’s stockholders at the Annual Meeting:
1.The election of three director nominees as Class II directors to serve for a three-year term ending at the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified; and
2.The ratification of the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for fiscal year 2022.
The following are the final voting results for each of the items voted upon by the Company’s stockholders at the Annual Meeting:
| | | | | | | | | | | | | | | | | | | | |
| Election of Directors: |
| For |
| Withheld |
| Broker Non-Votes |
| Leslie Bluhm | | 173,261,573 | | 14,510,574 | | 7,423,739 |
| James Gordon | | 173,260,837 | | 14,511,310 | | 7,423,739 |
| Richard Schwartz | | 173,361,533 | | 14,410,614 | | 7,423,739 |
| | | | | | |
| Ratification of Appointment of Independent Registered Accounting Firm: | | | | |
| For | | | | |
| 195,087,391 |
| Against | | | | |
| 99,381 |
| Abstain | | | | |
| 9,114 |