Current Report Filing (8-k)
August 03 2018 - 4:47PM
Edgar (US Regulatory)
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): July 30, 2018
Digital Turbine, Inc.
(Exact Name of Registrant as Specified
in Charter)
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Delaware
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001-35958
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22-2267658
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(State or Other Jurisdiction
of Incorporation)
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Commission
File Number
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(IRS Employer
Identification No.)
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111 Nueces Street, Austin, TX
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78701
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code: (512) 334-8900
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 (
see
General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company
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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.
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Item 5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c)
The board of directors of Digital Turbine, Inc.
(the “Company”), on July 31, 2018, appointed David Wesch, currently the acting Chief Accounting Officer, to be the
Chief Accounting Officer of the Company.
Mr. Wesch’s biographical
information was previously disclosed in the Company’s Current Report on Form 8-K, dated June 14, 2016
There is no
family relationship between Mr. Wesch and any director, executive officer, or person nominated or chosen by the Company to become
a director or executive officer. There is no arrangement or understanding between Mr. Wesch and any other person pursuant to which
Mr. Wesch was elected as Chief Accounting Officer of the Company. There are no transactions in which Mr. Wesch has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
The board of
directors of the Company has established September 19, 2018 as the date of the Company's fiscal year 2019 annual meeting of
stockholders (the "Annual Meeting") and July 25, 2018, as the record date for determining stockholders entitled to vote
at the Annual Meeting. The Annual Meeting date represents a change of more than 30 days from the anniversary of the Company's 2018
annual meeting of stockholders.
Accordingly, pursuant to Rule 14a-5(f) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the Company is hereby informing stockholders of such change.
The deadline
for the receipt of any stockholder proposals to be properly brought before the 2019 Annual Meeting is August 29, 2018. Proposals
submitted pursuant to Rule 14a-8 of the Exchange Act must comply with the requirements set forth in Rule 14a-8 and
be received
by the Corporate Secretary at the Company's headquarters located at 111 Nueces Street, Austin, TX 78701.
Any
proposal submitted after the above deadline will not be considered timely and will be excluded from consideration at the Annual
Meeting.
The time and
location
of the Annual Meeting will be as set forth in the Company's proxy statement for the Annual Meeting filed on July 30, 2018.
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.
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Digital Turbine, Inc.
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Dated: August 3, 2018
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By:
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/s/ Barrett Garrison
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Barrett Garrison
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Executive Vice President, Chief Financial Officer
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