Digital Turbine Files 8-K on Officer Changes & Shareholder Votes

TL;DR

DTG filed an 8-K: exec changes, director elections, shareholder votes, and financials out.

AI Summary

Digital Turbine, Inc. filed an 8-K on August 27, 2024, reporting on the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. The filing also covers the submission of matters to a vote of security holders and includes financial statements and exhibits. The company, formerly known as Mandalay Digital Group, Inc., is incorporated in Delaware.

Why It Matters

This 8-K filing indicates potential shifts in the company's leadership and governance structure, which could impact strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — Changes in officers and directors, along with shareholder votes, can signal internal shifts or strategic realignments that may carry inherent risks.

Key Players & Entities

• Digital Turbine, Inc. (company) — Registrant
• Mandalay Digital Group, Inc. (company) — Former Company Name
• August 27, 2024 (date) — Date of Report

FAQ

Filing Documents

• apps-20240827.htm (8-K) — 49KB
• thirdamendmentto2020equity.htm (EX-10.1) — 12KB
• apps-20240827_g1.jpg (GRAPHIC) — 60KB
• 0001628280-24-038529.txt ( ) — 349KB
• apps-20240827.xsd (EX-101.SCH) — 2KB
• apps-20240827_lab.xml (EX-101.LAB) — 22KB
• apps-20240827_pre.xml (EX-101.PRE) — 13KB
• apps-20240827_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

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 the Company filed with the Securities and Exchange Commission on July 15, 2024 submitted to our stockholders at the Company's 2024 annual meeting of stockholders held on August 27, 2024 (the "Annual Meeting"). As of the close of business on July 3, 2024, the record date for the Annual Meeting, a total of 102,591,992 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 68,017,842 shares or 66.29% 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 2025 with the following vote: Name of Director Elected Votes For Votes Withheld Broker Non-Votes Roy H. Chestnutt 37,821,833 1,898,286 28,297,723 Robert Deutschman 35,243,424 4,476,695 28,297,723 Holly Hess Groos 38,386,299 1,333,820 28,297,723 Mohan S. Gyani 35,985,728 3,734,391 28,297,723 Jeffrey Karish 37,615,944 2,104,175 28,297,723 Mollie V. Spilman 37,039,094 2,681,025 28,297,723 Michelle M. Sterling 36,654,602 3,065,517 28,297,723 William G. Stone III 38,348,023 1,372,096 28,297,723 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: Fo

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Third Amendment to 2020 Equity Incentive Plan.

SIGNATURES

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. Dated: August 27, 2024 Digital Turbine, Inc. By: /s/ James Barrett Garrison James Barrett Garrison Executive Vice President & Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR