Current Report Filing (8-k)
September 01 2022 - 1:58PM
Edgar (US Regulatory)
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2022-08-30
2022-08-30
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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): |
August 30, 2022 |
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, including
zip code, of principal executive offices)
Registrant’s telephone number, including area code |
512
387 7717 |
(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 |
Name of Each Exchange on Which Registered |
Common Stock, $0.0001 par value per share |
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 5.07 |
Submission of Matters to a Vote of Security Holders. |
Presented below are the voting results for the
proposals, described in detail in the Definitive Proxy Statement of Digital Turbine, Inc. (the “Company”) filed with the Securities
and Exchange Commission on July 15, 2022 submitted to our stockholders at the Company’s 2022 annual meeting of stockholders
held on August 30, 2022 (the “Annual Meeting”).
At of the close of business on July 7, 2022,
the record date for the Annual Meeting, a total of 98,791,155 shares of our common stock and 100,000 shares of our Series A preferred
stock ("Preferred Stock"), which are convertible into 20,000 shares of common stock, were outstanding and entitled to vote at
our Annual Meeting. Preferred Stock is entitled to vote together with the common stock as a single class (on an as-converted to common
stock basis) on any matters submitted to the holders of our common stock.
At the Annual Meeting, the aggregate number of
shares present or represented by valid proxy was 74,426,927 shares or 75.3% of shares entitled to vote. Therefore, a quorum was present
for purposes of the Annual Meeting.
Proposal 1 |
Election of Directors
The stockholders elected eight directors to serve until the annual
meeting of stockholders in 2023 with the following vote: |
|
Name of Director Elected |
|
Votes For |
|
Votes Withheld |
|
Broker Non-Vote |
|
|
Roy H. Chestnutt |
|
51,035,107 |
|
4,741,219 |
|
18,650,601 |
|
|
Robert Deutschman |
|
49,366,544 |
|
6,409,782 |
|
18,650,601 |
|
|
Holly Hess Groos |
|
50,805,768 |
|
4,970,558 |
|
18,650,601 |
|
|
Mohan S. Gyani |
|
54,220,877 |
|
1,555,449 |
|
18,650,601 |
|
|
Jeffrey Karish |
|
53,320,723 |
|
2,455,603 |
|
18,650,601 |
|
|
Mollie V. Spilman |
|
55,146,796 |
|
629,530 |
|
18,650,601 |
|
|
Michelle M. Sterling |
|
54,781,342 |
|
994,984 |
|
18,650,601 |
|
|
William G. Stone III |
|
55,125,925 |
|
650,401 |
|
18,650,601 |
|
Proposal 2 |
Advisory Vote on Executive Compensation
The non-binding advisory resolution approving the compensation of the
Company's named executive officers, commonly referred to as "say-on-pay", was approved with the following vote: |
|
For |
|
Against |
|
Abstain |
|
Broker Non-votes |
|
|
52,987,733 |
|
2,350,771 |
|
437,822 |
|
18,650,601 |
|
Proposal 3 |
Appointment of Grant Thornton LLP as Independent Registered Public Accounting Firm |
|
|
|
The appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023, was ratified with the following vote: |
|
For |
|
Against |
|
Abstain |
|
Broker Non-votes |
|
|
74,056,372 |
|
242,697 |
|
127,858 |
|
— |
|
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.
Dated: September 1, 2022 |
Digital Turbine, Inc. |
|
|
|
|
/s/ |
Barrett Garrison |
|
By: |
Barrett Garrison |
|
Its: |
Executive Vice President, Chief Financial Officer |
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