false000031778800003177882021-06-012021-06-01

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) June 1, 2021
Digital Turbine, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware   001-35958   22-2267658
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
110 San Antonio Street, Suite 160, Austin, TX
  78701
(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)
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 each class Trading symbol(s) Name of each exchange on which registered
Common Stock APPS NASDAQ

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 2.02     Results of Operations and Financial Condition
On June 1, 2021, the Company issued a press release announcing financial results for the fourth fiscal quarter and full fiscal year ended March 31, 2021. The text of that announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.
This Form 8-K and the attached press release contain statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates, and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors and risks discussed from time to time in our SEC filings and reports. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.
The attached press release includes non-GAAP financial measures relating to our operations and forecasted outlook. Certain of these non-GAAP terms will be used in our upcoming earnings conference call. In addition, the attached press release includes reconciliations of these GAAP to non-GAAP measures, as well as an explanation of how management uses these non-GAAP measures and the reasons why management views these measures as providing useful information for investors. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from our results should be carefully evaluated.
Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory     Arrangements of Certain Officers.
(e) On June 1, 2021, the Company’s Board of Directors (the “Board”) and Compensation Committee of the Board (the “Compensation Committee”) approved compensation for William Stone, the Company’s Chief Executive Officer, and Barrett Garrison, the Company’s Chief Financial Officer. In connection with such approvals, the Board and the Compensation Committee increased Mr. Stone’s threshold, target, and stretch percentages of base salary for fiscal year 2022 annual incentive compensation to 50%, 100%, and 200%, respectively, and Mr. Garrison’s threshold, target, and stretch percentages of base salary for fiscal year 2022 annual incentive compensation to 37.5%, 75%, and 150%, respectively. The Board and Compensation Committee also revised the percentages that target adjusted EBITDA and revenue represent of Mr. Garrison’s future fiscal year annual incentive compensation opportunity from 40% and 40%, respectively, to 50% and 30%, respectively.
Item 9.01     Financial Statements and Exhibits
Exhibits
Exhibit No. Description
Press release dated June 1, 2021, as issued by Digital Turbine, Inc., announcing financial results.
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: June 1, 2021
Digital Turbine, Inc.
  By: /s/ Barrett Garrison
    Barrett Garrison
    Executive Vice President & Chief Financial Officer
EXHIBITS INDEX
Exhibit No. Description
Press release dated June 1, 2021, as issued by Digital Turbine, Inc., announcing financial results.

Digital Turbine (NASDAQ:APPS)
Historical Stock Chart
From Dec 2021 to Jan 2022 Click Here for more Digital Turbine Charts.
Digital Turbine (NASDAQ:APPS)
Historical Stock Chart
From Jan 2021 to Jan 2022 Click Here for more Digital Turbine Charts.