Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. DoubleVerify Holdings, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) on October 29, 2026, to vote on the three proposals described in the Company’s definitive proxy statement filed with the U.S.…
Filed Oct 29, 2026Accepted Oct 29, 2026, 5:00 PM EDTCIK 1819928Accession 0001104659-26-120260
DoubleVerify (NYSE: DV) is the industry’s leading media effectiveness platform that leverages AI to drive superior outcomes for global brands. By creating more effective, transparent ad transactions, we make the digital advertising ecosystem stronger, safer and more secure, thereby preserving the fair value exchange between buyers and sellers of digital media. Learn more at www.doubleverify.com.
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Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of
Matters to a Vote of Security Holders.
DoubleVerify Holdings,
Inc. (the “Company”) held a special meeting of its stockholders (the
“Special Meeting”) on October 29, 2026, to vote on the three proposals
described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 29,
2026, and mailed to the Company’s stockholders on or about September 29, 2026 (the “Proxy
Statement”). As disclosed in the Proxy Statement, as of the close of business on September 28, 2026, the record date
for determining stockholders entitled to notice of and to vote at the Special Meeting (the “Record
Date”), there were 156,182,436 shares of the Company’s common stock, par value $0.001 per share (“Shares”),
outstanding and entitled to vote at the Special Meeting. A total of 126,025,631 Shares (representing approximately 80.69% of the
Shares outstanding on the Record Date and entitled to vote at the Special Meeting) were present virtually or represented by proxy at
the Special Meeting, constituting a quorum for the Special Meeting.
The final voting results for
each of the proposals submitted to a vote of the Company’s stockholders at the Special Meeting are as follows:
Proposal 1 - Adoption of
the Merger Agreement: The Company’s stockholders adopted the Agreement and Plan of Merger, dated as of August 6, 2026 (as the
same may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”),
by and among the Company, Neptune BidCo US Inc., a Delaware corporation (“Parent”) and Wallace Merger Sub Inc., a Delaware
corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”). Upon the terms and subject to the conditions
of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the merger and continuing as the
surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). The voting results are set forth in the
table immediately below:
For Against Abstain
───────────────────────────────────────────
118,218,914 7,592,263 214,454
Proposal
2 - Non-binding Advisory Vote on Compensation of Named Executive Officers: The Company’s stockholders approved, on an advisory
(non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers identified in
the Proxy Statement that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement.
The voting results are set forth in the table immediately below:
For Against Abstain
───────────────────────────────────────────
117,478,148 8,327,271 220,212
Proposal
3 - Adjournment of the Special Meeting, if necessary or appropriate: The stockholders of the Company approved a proposal to
adjourn the Special Meeting to a later date or time, if necessary or appropriate, including to ensure that any necessary supplement
or amendment to the Proxy Statement is provided to the Company’s stockholders a reasonable amount of time in advance of the
Special Meeting or to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient
votes to approve such proposal at the time of the Special Meeting. Although this proposal was approved by the Company’s
stockholders, because there were sufficient votes represented at the time of the Special Meeting to approve the proposal to adopt
the Merger Agreement, this proposal to approve the adjournment of the Special Meeting is moot. The voting results are set forth in
the table immediately below:
For Against Abstain
───────────────────────────────────────────
119,885,131 5,744,253 396,247