Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.1)

Filed by the Registrant  ☑

Filed by a Party other than the Registrant   ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☑	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

 

SKILLZ INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☑	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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PROXY STATEMENT SUPPLEMENT

 

IMPORTANT NOTICE

NOTICE OF CHANGE OF DATE OF

ANNUAL MEETING OF STOCKHOLDERS

RESCHEDULED TO BE HELD ON

Thursday, December 5, 2024

Dear Stockholders:

On October 21, 2024, Skillz Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) a definitive Proxy Statement under cover of Schedule 14A (the “Proxy Statement”) and made it available to its stockholders in connection with the Company’s upcoming 2024 Annual Meeting of Stockholders (the “Annual Meeting”), which is to be held through a virtual web conference at www.virtualshareholdermeeting.com/SKLZ2024.

THIS IMPORTANT NOTICE SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.

EXCEPT AS CHANGED OR SUPPLEMENTED BY THE INFORMATION CONTAINED IN THIS DOCUMENT, ALL INFORMATION SET FORTH IN THE PROXY STATEMENT CONTINUES TO APPLY AND SHOULD BE CONSIDERED IN VOTING YOUR SHARES.

These supplemental definitive additional proxy materials are being filed with the Commission and provided to stockholders on or about October 31, 2024, to advise that:

•	the date of the Annual Meeting has been changed from Monday, December 9, 2024, at 10:00 a.m. Pacific Time to Thursday, December 5, 2024, at 10:00 a.m. Pacific Time

The matters to be considered and voted upon at the Annual Meeting remain the same in all respects, as follows:

1.	To elect the directors and nominees named in the Proxy Statement to serve on the Board of Directors;

2.	To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

3.	To approve an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to give the Board of Directors discretionary authority to fill vacancies in the Board without a waiting period; and

4.	To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Except as provided herein with respect to the change in the Annual Meeting date, the information with respect to which shall be deemed to replace, mutatis mutandis, and supersede any contrary or inconsistent information contained in the Proxy Statement, proxy card, Notice of Internet Availability of Proxy Materials and other proxy and notice materials for the Annual Meeting in all respects, no changes are being made to the Proxy Statement or the proxy card or other materials for the Annual Meeting as previously filed with the Commission and made available to stockholders eligible to vote at the Annual Meeting.

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YOUR VOTE IS IMPORTANT

Stockholders of record as of the close of business on October 7, 2024, are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. Whether or not you plan to attend the Annual Meeting, we urge you to vote no matter how many shares you hold. Registered holders may vote:

•	By Internet — access www.proxyvote.com and follow the on-screen instructions;

•	By phone — call 1-800-690-6903 Toll-free from the U.S.; or

•	By mail — return the signed proxy card.

Additional information regarding how to vote your shares is available in the Proxy Statement. If you have not already voted, you are urged to vote by proxy as soon as possible over the Internet or otherwise as instructed in the notice and other proxy materials that have been previously made available to you or, if you have already received paper copies of the proxy materials by mail, by following the instructions on your proxy card.

If you have already voted, you do not need to take any action unless you wish to

change your vote.

If you have already voted and would like to revoke your proxy or voting instructions at any time before their use at the Annual Meeting, you may do so by completing and returning a later dated and new proxy card to the Company, by voting again either by Internet as described in the Proxy Statement, or by voting in person at the Annual Meeting. No matter which voting method you choose, however, you should not vote any single account more than once unless you wish to change your vote. If you are a beneficial owner and you hold your shares through a broker or other nominee, please make sure that you instruct your broker or other nominee how you would like to vote your shares on all of the proposals to be considered at the Annual Meeting. Be sure to submit votes for each separate account in which you may hold your shares.

PROXY CARD AND OTHER PROXY MATERIALS

The proxy card included with the Proxy Statement previously filed and made available to you will not be physically updated to reflect the change in Annual Meeting date and should continue to be used to vote your shares in connection with the Annual Meeting.

The form of proxy card, the Proxy Statement, this Proxy Statement Supplement, and our Annual Report to Stockholders on Form 10-K will also continue to be available to you free of charge at

www.proxyvote.com.

THIS NOTICE SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT

Except as provided above, these definitive additional proxy materials do not amend or replace or change any portion of the Proxy Statement. These definitive additional proxy materials should be read in conjunction with the Proxy Statement, including the appendices thereto, all of which should be read in their entirety. Except as specifically supplemented by the information contained herein, the Proxy Statement continues to be in full force and effect as originally filed with the Commission and made available to stockholders.

Nikul Patel

Interim General Counsel

October 31, 2024

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