Form 8-K - Current report

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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):May 28, 2024 (May 23, 2024)

DoubleVerify Holdings, Inc.

(Exact name of registrant as specified in its charter)

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Delaware		001-40349		82-2714562
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)

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462 Broadway
New York, New York	​	10013
(Address of principal executive offices)	​	(Zip Code)

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[phone]

(Registrant’s telephone number, including area code)

N/A

(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:

☐ 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:

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Title of Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, par value $0.001 per share	DV	New York Stock Exchange

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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. ☐

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Item 5.07. Submission of Matter to a Vote of Security Holders.

On May 23, 2024, DoubleVerify Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The proposals considered at the Annual Meeting are more fully described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2024. The final voting results for each of the proposals submitted to a vote of the stockholders are set forth below.

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Proposal 1. The stockholders elected all of the nominees for election as Class III directors for a three-year term ending at the 2027 Annual Meeting of Stockholders, by the following vote:

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Name of Directors Elected	For	Withheld	Broker Non-Vote
Sundeep Jain	152,333,209	1,177,302	10,368,877
Kelli Turner	152,336,742	1,173,769	10,368,877
Scott Wagner	127,179,675	26,330,836	10,368,877
Mark Zagorski	152,173,578	1,336,933	10,368,877

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Proposal 2. The stockholders elected to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, by the following vote:

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For	Against	Abstain	Broker Non-Vote
143,464,234	9,700,504	345,773	10,368,877

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Proposal 3. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, by the following vote:

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For	Against	Abstain
161,290,862	2,575,850	12,676

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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.

Date: May 28, 2024	DOUBLEVERIFY HOLDINGS, INC.
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	By:	/s/ Andrew E. Grimmig
		Name:	Andrew E. Grimmig
		Title:	Chief Legal Officer and Secretary
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Document and Entity Information	May 23, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 23, 2024
Entity File Number	001-40349
Entity Registrant Name	DoubleVerify Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-2714562
Entity Address, Address Line One	462 Broadway
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10013
City Area Code	212
Local Phone Number	631-2111
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	DV
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001819928
Amendment Flag	false

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