Direct Digital Holdings Inc.

07/31/2026 | Press release | Distributed by Public on 07/31/2026 14:02

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
As described under Item 5.07 of this Current Report on Form 8-K (the "Current Report"), on July 31, 2026, at the Annual Meeting (as defined below), the stockholders of Direct Digital Holdings, Inc. (the "Company") approved an amendment to the Company's 2022 Omnibus Incentive Plan, as amended, to increase the number of authorized shares of Class A Common Stock issuable thereunder by 1,200,000 shares (the "Equity Plan Amendment").
The Company's Board of Directors previously approved the Equity Plan Amendment subject to stockholder approval at the Annual Meeting. The Equity Plan Amendment became effective at the time of stockholder approval.
A copy of the Equity Plan Amendment is filed as Exhibit 10.1 to this Current Report and is incorporated by reference in this Item 5.02. The material terms of the 2022 Omnibus Incentive Plan and the Equity Plan Amendment are described in the Company's definitive proxy statement on Schedule 14A for the Annual Meeting, filed with the Securities and Exchange Commission on June 23, 2026, as amended (the "Proxy Statement").
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 31, 2026, the Company held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") at 9:30 a.m. Central Time by means of an online virtual meeting platform. As of June 18, 2026, the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting, 739,531 shares of the Company's Class A Common Stock were outstanding and eligible to vote, 42,160 shares of the Company's Class B Common Stock were outstanding and eligible to vote, and 27,077 shares of Series A Convertible Preferred Stock (which on an as-if-converted-to-Class-A-Common-Stock basis as of the record date represent 53,219 shares that are entitled to vote on any matter presented to the holders of Class A Common Stock and Class B Common Stock at the Annual Meeting) were outstanding and eligible to vote, for an aggregate of 834,910 votes. Stockholders representing 425,635 votes by holders of the Company's Class A Common Stock, the Company's Class B Common Stock and the Company's Series A Convertible Preferred Stock, or approximately 51%, of the votes entitled to be cast at the Annual Meeting as of the record date, were represented in person or by proxy, constituting a quorum.
At the Annual Meeting, the following three proposals were approved: (i) the election of six directors to hold office until the 2027 annual meeting of stockholders; (ii) the ratification of the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2026; and (iii) the approval of an amendment to the Company's 2022 Omnibus Incentive Plan to increase the number of shares of the Company's Class A Common Stock issuable thereunder by 1,200,000 shares. The three proposals are described in detail in the Proxy Statement.
Proposal 1
The votes with respect to the election of six directors to hold office until the 2027 annual meeting of stockholders were as follows:
Director
Votes For
Votes Withheld
Broker Non-Votes
Mark D. Walker
188,398 7,980 229,257
Keith W. Smith
188,127 8,251 229,257
Richard Cohen
187,568 8,810 229,257
Antoinette Leatherberry
187,732 8,646 229,257
Mistelle Locke
187,969 8,409 229,257
Ohad Harlev 188,791 7,587 229,257
Proposal 2
The vote with respect to the ratification of BDO USA, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2026 was as follows:
Total Votes For
Total Votes Against
Abstentions
416,368 8,509 758
Proposal 3
The vote with respect to the approval of an amendment to the Company's 2022 Omnibus Incentive Plan to increase the number of shares of the Company's Class A Common Stock issuable thereunder by 1,200,000 shares was as follows:
Total Votes For
Total Votes Against
Abstentions
Broker Non-Votes
171,930 24,036 412 229,257
Direct Digital Holdings Inc. published this content on July 31, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 31, 2026 at 20:03 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]