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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):May 28, 2024 (May 23, 2024)

DoubleVerify Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

    

001-40349

    

82-2714562

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

462 Broadway

    

New York, New York

10013

(Address of principal executive offices)

(Zip Code)

(212) 631-2111

(Registrant’s telephone number, including area code)

N/A

(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class

Trading Symbol

Name of Each Exchange on Which Registered

Common stock, par value $0.001 per share

DV

New York Stock Exchange

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 5.07. Submission of Matter to a Vote of Security Holders.

On May 23, 2024, DoubleVerify Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The proposals considered at the Annual Meeting are more fully described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2024. The final voting results for each of the proposals submitted to a vote of the stockholders are set forth below.

Proposal 1. The stockholders elected all of the nominees for election as Class III directors for a three-year term ending at the 2027 Annual Meeting of Stockholders, by the following vote:

Name of Directors Elected

For

Withheld

Broker Non-Vote

Sundeep Jain

152,333,209

1,177,302

10,368,877

Kelli Turner

152,336,742

1,173,769

10,368,877

Scott Wagner

127,179,675

26,330,836

10,368,877

Mark Zagorski

152,173,578

1,336,933

10,368,877

Proposal 2. The stockholders elected to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, by the following vote:

For

Against

Abstain

Broker Non-Vote

143,464,234

9,700,504

345,773

10,368,877

Proposal 3. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, by the following vote:

For

Against

Abstain

161,290,862

2,575,850

12,676

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 28, 2024

DOUBLEVERIFY HOLDINGS, INC.

By:

/s/ Andrew E. Grimmig

Name:

Andrew E. Grimmig

Title:

Chief Legal Officer and Secretary