Rush Street Interactive, Inc. ($RSI)
Earnings Call Transcript · June 3, 2026
Earnings Call Speaker Segments
Kyle Sauers
ExecutivesGood morning. I'm Kyle Sauers, the President and Chief Financial Officer of the company. And on behalf of Rush Street Interactive, we welcomed me 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 the Chair of this meeting, Selden Ross, who serves as our Deputy Council Commercial and Corporate Secretary, will act as Secretary of this meeting. Erica Young, a representative of normal stock transfer in Trust, our transfor 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
ExecutivesThank 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 [Audio Gap] 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 24, 2026. 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. These materials will be made part of the minutes of the meeting.
Kyle Sauers
ExecutivesWe will now proceed with the business of this meeting. To ensure the orderly and expeditious conduct of the business of this meeting, we 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 consists of the election of [indiscernible] Niccolo De Masi and Thomas Winter as Class III directors to serve for a 3-year term ending at the 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Also the ratification of the appointment of Witham Smith & Brown PC as the company's independent registered public accounting firm for fiscal year 2026. And and the approval of amendments to the second amended and restated Certificate of Incorporation with Charter to, a, provide for officer of exception that is permitted by Delaware law and b, make certain clarifying changes of the director and removal process, the charter amendments. 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 9:04 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 proposal. in, please present the loss.
Selden Ross
ExecutivesThank you, Kyle. Proposal #1 is for the election of the following nominees to serve as Class III directors on the Board of Directors of the company for a 3-year term ending at the 2029 Annual Meeting of Stockholders; Neil Bloom, Jack Markell, Niccolo De Masi and Thomas Winter. 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 2029 and and until their respective successors are duly elected and qualified.
Kyle Sauers
ExecutivesThe 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 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
ExecutivesProposal #2 is for the ratification of the appointment of Witham Smith and Brown PC as the company's independent registered public accounting firm for fiscal year 2026. Proposal #3 is for the approval of amendments to the company's charter to provide for a theoretical patients as permitted under Delaware law and make certain clarifying changes to the director removal process. Consistent with updated Section 102(b)(7) of the Delaware General Corporation Law, the proposed amendments to our charter would provide for the elimination of monetary liability, i.e., exco patients, of certain of our officers and the limited circumstances permitted under Delaware law.
Kyle Sauers
ExecutivesProceed voting on the proposals. We will close the polls immediately after any discussion of 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 are voted by the 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 share 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 holder 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 submitted question clicking submit. If you submit a question, and we don't address it during the meeting, perhaps because it wasn't related to the voting procedures or proposals, we will try to follow up at some point after the meeting. [Voting]
Selden Ross
ExecutivesThere being no discussions there 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. . [Voting]
Selden Ross
ExecutivesI 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 Witham Smith & Brown PC to serve as the company's independent registered public accounting firm for fiscal year 2026 has been duly ratified, and the charger amendments have been approved. The Inspector of Election 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 a Form 8-K filed with the Securities and Exchange Commission within 4 business days, including the date of this meeting. I'm aware of no other business that should be brought before this meeting and accordingly, this meeting is adjourned 9:09 a.m. Central Time. This concludes our 2026 Annual Meeting of Stockholders. Thank you for joining us here this morning. Goodbye.
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