8-K

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): June 2, 2023 (June 1, 2023)

DoubleVerify Holdings, Inc.

(Exact name of registrant as specified in its charter)

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( 212 ) 631-2111

(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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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 June 1, 2023, DoubleVerify Holdings, Inc. (the “Company”) held its 2023 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 21, 2023. The final voting results for each of the proposals submitted to a vote of the stockholders are set forth below.

Proposal 1. The stockholders elected all of the nominees for election as Class II directors for a three-year term ending at the 2026 Annual Meeting of Stockholders, by the following vote:

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Proposal 2. The stockholders elected to approve, on a non-binding advisory basis, that future stockholder advisory votes on the compensation of the Company’s named executive officers be held every one year, by the following vote:

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Based on the voting results set forth above and consistent with the recommendation of the Board of Directors of the Company (the “Board”), the Board has determined to hold an annual stockholder advisory vote on the compensation of the Company’s named executive officers until the next required vote on the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers.

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, 2023, by the following vote:

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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.

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