DIGITAL TURBINE, INC. (NASDAQ:APPS) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 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. filed with the Securities and Exchange Commission on December21, 2017, the relevant portions of which are incorporated herein by reference) submitted to our stockholders at the Annual Meeting of Stockholders of Digital Turbine, Inc. (the "Company" or "our") held on January19, 2018 (the "Annual Meeting").
At of the close of business on November21, 2017, the record date for the Annual Meeting, a total of 72,045,940 shares of our common stock and 100,000 shares of our Series A preferred stock (the "Preferred Stock") were outstanding. The Preferred Stock is convertible into 20,000 shares of common stock and 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 the Company's common stock.
At the Annual Meeting, stockholders representing 53,477,446 shares or 74.25% of the common stock were present in person or by proxy, and therefore, a quorum was present for the purposes of theAnnual Meeting.
| Proposal 1 |
The following nominees were elected by a plurality of the shares present in person or represented by proxy at the Annual Meeting to serve until our 2019 annual meeting of stockholders with the following vote: |
| Nominee |
For |
Withheld |
| Robert Deutschman |
22,446,249 |
4,828,825 |
| Mohan Gyani |
26,981,739 |
293,335 |
| Jeffrey Karish |
26,981,839 |
293,235 |
| Christopher Rogers |
22,468,092 |
4,806,982 |
| Paul Schaeffer |
22,466,994 |
4,808,080 |
| William G. Stone III |
26,981,744 |
293,330 |
| Proposal 2 |
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 |
| 26,665,645 |
570,884 |
38,545 |
26,202,372 |
| Proposal 3 |
The issuance, in accordance with Nasdaq Marketplace Rules 5635(b) and 5635(d), of shares of the Company's common stock issuable upon the conversion of 8.75% Convertible Senior Notes due 2020 and exercise of warrants issued in a private placement transaction in September 2016, as amended and supplemented in January and May 2017, was approved with the following vote: |
| For |
Against |
Abstain |
Broker Non-votes |
| 27,089,517 |
174,560 |
10,997 |
26,202,372 |
| Proposal 4: |
The appointment of SingerLewak LLP as the Company's independent registered public accounting firm for fiscal year ending March 31, 2018, was ratified with the following vote: |
| For |
Against |
Abstain |
Broker Non-votes |
| 50,466,108 |
2,946,077 |
65,261 |
|
About DIGITAL TURBINE, INC. (NASDAQ:APPS)
Digital Turbine, Inc. is engaged in delivering end-to-end products and solutions for mobile operators, application advertisers, device original equipment manufacturers (OEMs) and other third parties to enable them to monetize mobile content. The Company operates its business in two operating segments: Advertising and Content. The Advertising segment consists of two businesses: Operator and OEM (O&O) and Advertiser and Publisher (A&P). The O&O business is an advertiser solution for carrier and OEM inventory consisting of services, such as Ignite, a mobile device management platform and Discover, an intelligent application discovery platform. Its A&P business is a mobile user acquisition network across the world consisting of services, such as syndicated network and real time bidding (RTB). The Content segment consists of services, including Marketplace, which is an application and content store, and Pay, which is a content management and mobile payment solution.