Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 20, 2023, a majority in voting power of the shares of capital stock of Skillz Inc. (the "Company") appointed Mr. Alexander Mandel to the Board of Directors (the "Board"). Mr. Mandel, 52, currently serves as Chief Financial Officer of the Influential Network Inc., a privately-held influencer marketing company, and has served in such capacity since January 2022. From January 2019 through December 2021, he served as Chief Financial Officer of Fluent, Inc. (Nasdaq: FLNT), and as an independent financial consultant to the company from July 2018 through December 2018. From February 2016 to June 2018, Mr. Mandel served as the Chief Financial Officer of IAC Applications, a division of IAC/InterActiveCorp (Nasdaq: IAC). From 2010 to 2015, Mr. Mandel was employed by LendingTree, Inc. (Nasdaq: TREE), including as its Chief Financial Officer from 2012 to 2015. He was a Managing Director at Centerview Partners LLC, an investment banking advisory firm in New York City, from 2008 to 2010. Prior to that, Mr. Mandel held various positions at investment banking firm Bear, Stearns & Co. Inc. from 1996 to 2008, including Managing Director beginning in 2003. He received his Bachelor of Arts in Economics from Tufts University and his Masters of Business Administration from Columbia Business School.

On January 20, 2023, Vandana Mehta-Krantz notified the Company of her decision to resign from the Board, effective immediately. Ms. Mehta-Krantz's resignation did not result from any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Also, on January 20, 2023, the Board appointed Mr. Mandel to the Audit Committee. The Board affirmatively determined that Mr. Mandel (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. Mandel and any other persons pursuant to which Mr. Mandel was appointed as a director. Furthermore, there are no family relationships between Mr. Mandel and any other director or executive officer of the Company and there are no transactions between Mr. Mandel and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Mr. Mandel will receive compensation consistent with the Company's compensation program for non-employee directors, as described in the Company's proxy statement, filed with the U.S. Securities and Exchange Commission on April 1, 2022.

A press release announcing Mr. Mandel's appointment to the Board is attached hereto as Exhibit 99.1.

Item 5.07. Submission of Matters to a Vote of Security Holders

On January 20, 2023, 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 appointment of Mr. Mandel 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 99.2.

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Item 9.01.     Financial Statements and Exhibits.



 (d)  Exhibits.



Exhibit Number               Description
  99.1                         Press Release dated January 20, 2023
  99.2                         Notice to Certain Stockholders Under Section 228(e) of the Delaware
                             General Corporation Law dated January 20, 2023
104                          Cover Page Interactive Data File (formatted as inline XBRL Document)

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