DEFA14A: fuboTV Proactively Changes Auditor to PwC Ahead of Hulu + Live TV Business Combination

fuboTV Inc. has announced a proactive change in its independent registered public accounting firm from KPMG LLP to PricewaterhouseCoopers LLP, effective May 20, 2025, to address auditor independence implications related to its pending business combination with Hulu + Live TV.

Summary

• fuboTV Inc. (the Company) has filed a supplement to its definitive proxy statement for the 2025 Annual Meeting of Shareholders.
• The Company's Audit Committee approved the engagement of PricewaterhouseCoopers LLP (PwC) as its independent registered public accounting firm for the fiscal year ending December 31, 2025.
• KPMG LLP (KPMG) was dismissed as the Company's independent registered public accounting firm, effective May 20, 2025.
• The change was made due to specific auditor independence implications under SEC rules that would arise upon the consummation of the pending business combination of Fubo and Hulu + Live TV.
• KPMG served as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2024.
• The audit reports of KPMG for the fiscal years ended December 31, 2024 and 2023 did not contain any adverse opinion, disclaimer of opinion, or qualifications.
• There were no disagreements or reportable events between the Company and KPMG during the fiscal years ended December 31, 2023 and 2024, or the subsequent interim period through May 20, 2025.
• The Company did not consult PwC on accounting principles, audit opinions, or reportable events prior to their engagement.
• Shareholders are requested to ratify the appointment of PwC at the Annual Meeting on June 17, 2025.
• A representative of PwC is expected to attend the Annual Meeting virtually to address shareholders.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as the company is proactively addressing potential future compliance issues related to a significant business combination, demonstrating good corporate governance. There are no negative implications regarding past audit performance.

Positives

• The Company took preemptive action to address potential auditor independence issues, demonstrating proactive corporate governance.
• KPMG's audit reports for 2023 and 2024 were clean, with no adverse opinions, disclaimers, or qualifications, indicating no prior accounting or auditing issues with the former firm.
• There were no disagreements or reportable events with KPMG, suggesting a smooth transition and no underlying financial reporting problems.

Negatives

• The necessity of changing auditors due to a pending business combination introduces an administrative task for the company and requires shareholder ratification.

Risks

• The closing of the Fubo and Hulu + Live TV business combination is subject to certain closing conditions, including requisite shareholder and regulatory approval, which could impact the strategic rationale for the auditor change if not met.

Future Outlook

The Company's future outlook is tied to the successful consummation of the pending business combination with Hulu + Live TV, which is subject to shareholder and regulatory approvals. The appointment of PwC is a proactive measure to ensure auditor independence post-merger.

Management Comments

• "The Board of Directors unanimously recommends you vote FOR the ratification of the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2025."

Industry Context

This announcement reflects the importance of auditor independence in the context of mergers and acquisitions within the highly regulated media and streaming industry. Companies like fuboTV, operating in a dynamic and consolidating market, must ensure compliance with SEC rules, especially when engaging in significant business combinations like the one with Hulu + Live TV.

Corporate Governance

Stakeholder Impact

• Shareholders: Are required to ratify the appointment of PwC as the new independent auditor at the upcoming Annual Meeting. This change is a governance matter that ensures compliance and stability for the company's financial reporting.

Next Steps

• Shareholders will vote on the ratification of PwC's appointment at the Annual Meeting on June 17, 2025.
• The closing of the business combination with Hulu + Live TV is subject to certain closing conditions, including shareholder and regulatory approval.

Key Dates

Recommendation

Keywords

fuboTV, SEC filing, proxy statement, auditor change, PricewaterhouseCoopers, PwC, KPMG, independent registered public accounting firm, business combination, Hulu + Live TV, corporate governance, shareholder meeting, audit committee, SEC rules, auditor independence