Digital Turbine Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): August 27, 2024
(Exact Name of Registrant as Specified in Its Charter)
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| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(512 ) 387-7717
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions. (see General Instruction A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On August 27, 2024, at the annual stockholders meeting of Digital Turbine, Inc. (the “Company”), the Company’s stockholders approved a third amendment (the “Third Amendment”) to the Company’s 2020 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 8,560,000 shares, from 12,000,000 shares to 20,560,000 shares and to make certain other changes.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Presented below are the voting results for the proposals, described in detail in the Definitive Proxy Statement of the Company filed with the Securities and Exchange Commission on July 15, 2024 submitted to our stockholders at the Company’s 2024 annual meeting of stockholders held on August 27, 2024 (the “Annual Meeting”).
As of the close of business on July 3, 2024, the record date for the Annual Meeting, a total of 102,591,992 shares of our common stock and 100,000 shares of our Series A preferred stock (“Preferred Stock”), which are convertible into 20,000 shares of common stock, were outstanding and entitled to vote at our Annual Meeting. Preferred Stock is entitled to vote together with the common stock as a single class (on an as-converted to common stock basis) on any matters submitted to the holders of our common stock.
At the Annual Meeting, the aggregate number of shares present or represented by valid proxy was 68,017,842 shares or 66.29% of shares entitled to vote. Therefore, a quorum was present for purposes of the Annual Meeting.
Proposal 1 Election of Directors
The stockholders elected eight directors to serve until the annual meeting of stockholders in 2025 with the following vote:
| Name of Director Elected | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Roy H. Chestnutt | 37,821,833 | 1,898,286 | 28,297,723 | |||||||||||||||||
| Robert Deutschman | 35,243,424 | 4,476,695 | 28,297,723 | |||||||||||||||||
| Holly Hess Groos | 38,386,299 | 1,333,820 | 28,297,723 | |||||||||||||||||
| Mohan S. Gyani | 35,985,728 | 3,734,391 | 28,297,723 | |||||||||||||||||
| Jeffrey Karish | 37,615,944 | 2,104,175 | 28,297,723 | |||||||||||||||||
| Mollie V. Spilman | 37,039,094 | 2,681,025 | 28,297,723 | |||||||||||||||||
| Michelle M. Sterling | 36,654,602 | 3,065,517 | 28,297,723 | |||||||||||||||||
| William G. Stone III | 38,348,023 | 1,372,096 | 28,297,723 | |||||||||||||||||
Proposal 2 Advisory Vote on Executive Compensation
The non-binding advisory resolution approving the compensation of the Company’s named executive officers, commonly referred to as “say-on-pay”, was approved with the following vote:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 34,675,934 | 4,576,373 | 467,812 | 28,297,723 | |||||||||||||||||
Proposal 3 Appointment of Grant Thornton LLP as Independent Registered Public Accounting Firm
The appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2025, was ratified with the following vote:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 62,486,928 | 4,965,996 | 564,918 | — | |||||||||||||||||
Proposal 4 Amendment to the Company’s 2020 Equity Incentive Plan
The amendment to the Company’s 2020 Equity Incentive Plan was approved with the following vote:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 36,968,204 | 2,532,280 | 219,635 | 28,297,723 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: August 27, 2024 | Digital Turbine, Inc. | |||||||
| By: | /s/ James Barrett Garrison | |||||||
| James Barrett Garrison | ||||||||
| Executive Vice President & Chief Financial Officer | ||||||||