Date of Report (date of earliest event reported): August 29, 2023
DT-2022-Primary-Red-Black (3).jpg
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
(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 classTrading symbol(s)Name of each exchange on which registered
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 18, 2023 submitted to our stockholders at the Company’s 2023 annual meeting of stockholders held on August 29, 2023 (the “Annual Meeting”).
At of the close of business on July 6, 2023, the record date for the Annual Meeting, a total of 100,289,110 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 74,866,086 shares or 74.7% 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 2024 with the following vote:
Name of Director ElectedVotes ForVotes WithheldBroker Non-Votes
Roy H. Chestnutt54,661,9771,082,82619,121,283
Robert Deutschman 51,286,3124,458,49119,121,283
Holly Hess Groos54,643,1771,101,62619,121,283
Mohan S. Gyani52,418,7083,326,09519,121,283
Jeffrey Karish52,757,2352,987,56819,121,283
Mollie V. Spilman54,539,9401,204,86319,121,283
Michelle M. Sterling53,186,9812,557,82219,121,283
William G. Stone III54,495,3031,249,50019,121,283
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:
ForAgainstAbstainBroker Non-Votes
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, 2024, was ratified with the following vote:
ForAgainstAbstainBroker Non-Votes

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: August 29, 2023Digital Turbine, Inc.
 By:/s/ James Barrett Garrison
  James Barrett Garrison
  Executive Vice President & Chief Financial Officer

Aug. 29, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 29, 2023
Entity Registrant Name Digital Turbine, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-35958
Entity Tax Identification Number 22-2267658
Entity Address, Address Line One 110 San Antonio Street,
Entity Address, Address Line Two Suite 160,
Entity Address, City or Town Austin,
Entity Address, State or Province TX
Entity Address, Postal Zip Code 78701
City Area Code 512
Local Phone Number 387-7717
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol APPS
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000317788
Amendment Flag false

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