Digital Turbine Inc.

09/20/2021 | Press release | Distributed by Public on 09/20/2021 14:40

Submission of Matters to a Vote of Security Holders (Form 8-K)

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 29, 2021, submitted to our stockholders at the Company's fiscal year 2022 annual meeting of stockholders held on September 14, 2021 (the "Annual Meeting").

At of the close of business on July 22, 2021, the record date for the Annual Meeting, a total of 96,093,031 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. The 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 70,564,717 shares or 73.42% of shares entitled to vote. Therefore, a quorum was present for purposes of the Annual Meeting.

Proposal 1

Election of Directors

The stockholders elected seven directors to serve until the annual meeting of stockholders in fiscal year 2023 with the following vote:

Nominee Votes For Votes Withheld Broker Non-Vote
Robert Deutschman 47,832,989 516,259 22,215,469
Roy H. Chestnutt 48,009,924 339,324 22,215,469
Holly Hess Groos 48,205,993 143,255 22,215,469
Mohan S. Gyani 47,530,544 818,704 22,215,469
Jeffrey Karish 47,880,449 468,799 22,215,469
Michelle M. Sterling 47,921,991 427,257 22,215,469
William G. Stone III 48,117,462 231,786 22,215,469
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
46,456,919 1,685,123 207,205 22,215,470
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, 2022, was ratified with the following vote:

For Against Abstain Broker Non-votes
70,138,603 356,339 69,772 -