Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in Item 5.02 of this Current Report on Form 8-K is
hereby incorporated by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 1, 2022, Christopher Gaffney notified Skillz Inc. (the "Company") of
his decision to resign from the Company's Board of Directors (the "Board"),
including from the Audit Committee of the Board, effective immediately. Mr.
Gaffney's resignation did not result from any disagreement with the Company on
any matter relating to the Company's operations, policies or practices.
On August 3, 2022, a majority in voting power of the shares of capital stock the
Company appointed Mr. Henry Hoffman to the Board. Mr. Hoffman, 38, is a Partner
at SL Advisors and Portfolio Manager of the SL Advisors MLP & Infrastructure SMA
strategies. He is also Co-Portfolio Manager of the Catalyst Energy
Infrastructure Fund (MLXIX) and Co-Portfolio Manager for the Rational Inflation
Growth Fund (IGOIX). Hoffman is a co-creator of the American Energy Indices,
with a deep passion for the energy infrastructure space. Mr. Hoffman has been
with SL Advisors since 2010. Before joining SL Advisors, he worked as a buy-side
equity analyst for PNC Capital Advisors and a private equity real estate analyst
for PNC Realty Investors. Hoffman graduated from Duke University with a B.S in
economics and a minor in chemistry.
Also on August 3, 2022, the Board appointed Mr. Hoffman to the Audit Committee
to fill the vacancy created by Mr. Gaffney's resignation. The Board
affirmatively determined that Mr. Hoffman (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. Hoffman and any other
persons pursuant to which Mr. Hoffman was appointed as a director. Furthermore,
there are no family relationships between Mr. Hoffman and any other director or
executive officer of the Company and there are no transactions between Mr.
Hoffman and the Company that would be required to be reported under Item 404(a)
of Regulation S-K.
Following the resignation of Mr. Gaffney from the Board, the Audit Committee was
temporarily reduced to two members. Due to the reduced number of Audit Committee
members, the Company was no longer compliant with Section 303A.07(a) of the New
York Stock Exchange ("NYSE") Listed Company Manual, which requires that the
audit committee of an NYSE-listed company consists of at least three members.
Promptly after receiving notification of Mr. Gaffney's resignation, the Company
notified the NYSE of the resulting non-compliance with Section 303A.07(a). With
the addition of Mr. Hoffman to the Audit Committee, the Company has regained
compliance with the applicable NYSE listing standard and notified the NYSE of
the same.
On August 4, 2022, the Company announced that the employment of the Company's
Chief Product Officer, Vatsal Bhardwaj, will terminate effective August 5, 2022.
Item 5.07. Submission of Matters to a Vote of Security Holders
On August 3, 2022, 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 "DGCL"), the
appointment of Mr. Hoffman 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 99.1.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Notice to Certain Stockholders Under Section 228(e) of the Delaware
General Corporation Law dated August 3, 2022
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