Definitive Healthcare (DH) investors approve equity plan share increase and pay

Rhea-AI Filing Summary

Definitive Healthcare Corp. reported the results of its 2026 annual meeting of stockholders. Shareholders elected three Class II directors to terms running until the 2029 annual meeting, with each nominee receiving over 114 million votes in favor and sizable broker non-votes.

Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 130,745,809 votes for and limited opposition. They also approved increasing the shares authorized under the 2021 Equity Incentive Plan by 15,000,000, taking the plan reserve from 30,972,789 to 45,972,789, and supported, on a non-binding advisory basis, the compensation of named executive officers.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Class A shares outstanding: 105,456,979 shares Class B shares outstanding: 38,225,333 shares Equity plan increase: 15,000,000 shares +4 more

7 metrics

Class A shares outstanding 105,456,979 shares Issued and outstanding as of April 13, 2026 record date

Class B shares outstanding 38,225,333 shares Issued and outstanding as of April 13, 2026 record date

Equity plan increase 15,000,000 shares Additional Class A shares authorized under 2021 Equity Incentive Plan

Total equity plan reserve 45,972,789 shares 2021 Equity Incentive Plan share pool after amendment

Auditor ratification votes for 130,745,809 votes Support for Deloitte & Touche LLP for 2026 audit

Say-on-pay votes for 108,811,271 votes Advisory approval of named executive officer compensation

Director Hamood votes for 118,977,114 votes Election as Class II director until 2029 annual meeting

Key Terms

Annual Meeting of Stockholders, broker non-votes, independent registered public accounting firm, Equity Incentive Plan, +1 more

5 terms

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

broker non-votes financial

"Director Nominee ... Broker Non-Votes ... 10,023,267"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Equity Incentive Plan financial

"amendment to the Definitive Healthcare Corp. 2021 Equity Incentive Plan (the “2021 Plan”)"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

non-binding, advisory basis financial

"approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

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Understanding 8-K Material Events →

0001861795false00018617952026-06-042026-06-04

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 4, 2026

Definitive Healthcare Corp.

(Exact name of registrant as specified in its charter)

Commission File Number 001-40815
Delaware		86-3988281
(State of Incorporation)		(IRS Employer Identification No.)
	492 Old Connecticut Path, Suite 401
	Framingham, Massachusetts 01701
	(Address of Principal Executive Offices)

508 720-4224

Registrant’s telephone number, including area code

Not Applicable

(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:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Class A Common Stock, $0.001 par value		DH		The Nasdaq Stock Market LLC

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. ☐

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

On June 4, 2026, Definitive Healthcare Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the close of business on April 13, 2026, the record date for determination of stockholders entitled to vote at the Annual Meeting, there were 105,456,979 shares of Class A common stock and 38,225,333 shares of Class B common stock of the Company issued and outstanding. At the Annual Meeting, the stockholders of the Company (i) elected each of the Company’s nominees for Class II directors, each to serve a three-year term expiring at the 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal; (ii) ratified the selection of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2026; (iii) approved an amendment to the Definitive Healthcare Corp. 2021 Equity Incentive Plan (the “2021 Plan”), to increase the number of shares of Class A common stock, par value $0.001 per share (“Common Stock”) that we will have authority to grant under the 2021 Plan by 15,000,000 from 30,972,789 to 45,972,789; and (iv) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. A more complete description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 23, 2026 (the “Proxy Statement”). The final results are set forth below.

Proposal 1 – Election of Directors

The stockholders elected each of the three nominees named below as Class II directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The results of such vote were:

Director Nominee		For				Withheld				Broker Non-Votes
Chris Egan			115,632,170				5,879,043				10,023,267
Sastry Chilukuri			114,385,076				7,126,137				10,023,267
Samuel A. Hamood			118,977,114				2,534,099				10,023,267

Proposal 2 – Ratification of Selection of Independent Public Registered Accounting Firm

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The results of such vote were:

For				Against				Abstain
	130,745,809				726,699				61,972

Proposal 3 – Share Increase Proposal

The stockholders approved an amendment to the 2021 Plan, to increase the number of shares of Common Stock that we will have authority to grant under the 2021 Plan by 15,000,000 from 30,972,789 to 45,972,789. The results of such vote were:

For				Against				Abstain				Broker Non-Votes
	105,140,642				16,351,580				18,991				10,023,267

Proposal 4 – Advisory Vote on Executive Compensation

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The results of such vote were:

For				Against				Abstain				Broker Non-Votes
	108,811,271				12,680,719				19,223				10,023,267

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.

	DEFINITIVE HEALTHCARE CORP.
Date: June 5, 2026	By:	/s/ Jonathan Paris
	Name:	Jonathan Paris
	Title:	Chief Legal Officer

FAQ

What did Definitive Healthcare (DH) shareholders approve at the 2026 annual meeting?

Shareholders approved all four proposals, including electing three Class II directors, ratifying Deloitte & Touche LLP as auditor, increasing the 2021 Equity Incentive Plan share reserve, and giving advisory support to executive compensation, reflecting broad backing for the company’s governance decisions.

How many additional shares did Definitive Healthcare (DH) add to its 2021 Equity Incentive Plan?

Stockholders approved adding 15,000,000 shares of Class A common stock to the 2021 Equity Incentive Plan, increasing the plan’s share reserve from 30,972,789 to 45,972,789. This expands the pool available for future equity awards to employees and other eligible participants.

Who were the directors elected at Definitive Healthcare’s 2026 annual meeting?

Shareholders elected Chris Egan, Sastry Chilukuri, and Samuel A. Hamood as Class II directors to serve until the 2029 annual meeting. Each nominee received more than 114 million votes in favor, with relatively small withheld votes and broker non-votes reported separately.

Did Definitive Healthcare (DH) shareholders ratify the company’s independent auditor?

Yes. Shareholders ratified Deloitte & Touche LLP as Definitive Healthcare’s independent registered public accounting firm for the year ending December 31, 2026, with 130,745,809 votes for, 726,699 against, and 61,972 abstentions, indicating strong overall support for the auditor choice.

How did Definitive Healthcare (DH) shareholders vote on executive compensation?

On an advisory basis, shareholders approved the compensation of the company’s named executive officers, with 108,811,271 votes for, 12,680,719 against, and 19,223 abstentions. Broker non-votes totaled 10,023,267, showing substantial but not unanimous support for the pay program.

What were Definitive Healthcare’s (DH) voting-eligible shares at the 2026 annual meeting record date?

At the April 13, 2026 record date, there were 105,456,979 shares of Class A common stock and 38,225,333 shares of Class B common stock issued and outstanding. These totals determined which shareholders were entitled to vote at the 2026 annual meeting.

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