Integral Ad Science Holding Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2025
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(Exact name of registrant as specified in its charter)
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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:
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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).
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Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On May 1, 2025, Integral Ad Science Holding Corp. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The proposals considered at the Annual Meeting are described in the Company’s 2025 Proxy Statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on March 28, 2025. The final voting results for each of the proposals submitted to a vote of the Company’s shareholders are set forth below:
Proposal No. 1: Election of directors.
The Company’s shareholders elected the following nominees to serve as Class I directors for a term expiring at the Company’s 2028 annual meeting of shareholders and until their successors are duly elected and qualified.
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Rod Aliabadi | 120,341,471 | 25,337,503 | 8,508,053 | |||||||||||||||||
| Michael Fosnaugh | 138,076,782 | 7,602,192 | 8,508,053 | |||||||||||||||||
| Robert Lord | 144,883,870 | 795,104 | 8,508,053 | |||||||||||||||||
| Martin Taylor | 125,005,578 | 20,673,396 | 8,508,053 | |||||||||||||||||
Proposal No. 2: Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
The Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 141,743,343 | 3,608,242 | 327,389 | 8,508,053 | |||||||||||||||||
Proposal No. 3: Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
The Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
| Votes For | Votes Against | Abstentions | ||||||||||||
| 154,047,209 | 122,152 | 17,666 | ||||||||||||
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 hereunto duly authorized.
Date: May 6, 2025
| INTEGRAL AD SCIENCE HOLDING CORP. | |||||
By: | /s/ Jill Putman | ||||
Name: | Jill Putman | ||||
Title: | Interim Chief Financial Officer (Principal Financial Officer) | ||||