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Direct Digital (NASDAQ: DRCT) sets 2026 meeting and proposal deadline

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Direct Digital Holdings, Inc. has set July 31, 2026 as the date for its 2026 annual meeting of stockholders. Because this date is more than 30 days after the prior annual meeting held on June 9, 2025, earlier nomination and proposal deadlines no longer apply.

Stockholders must submit proposals for inclusion in the proxy statement under Rule 14a-8, as well as other proposals or director nominations, by June 22, 2026. The same June 22, 2026 deadline also applies to stockholders intending to use the universal proxy rules to solicit proxies for alternative director nominees.

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Item 5.08 Shareholder Director Nominations Governance
Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
2026 annual meeting date July 31, 2026 Scheduled date for 2026 annual meeting of stockholders
Proposal and nomination deadline June 22, 2026 Cutoff for Rule 14a-8 proposals, other proposals, and director nominations
Prior annual meeting date June 9, 2025 Date of 2025 annual meeting used to determine new deadlines
Emerging growth company regulatory
"Emerging growth company Item 5.08 Shareholder Director Nominations."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Item 5.08 Shareholder Director Nominations regulatory
"Emerging growth company Item 5.08 Shareholder Director Nominations."
Item 8.01 Other Events regulatory
"Item 8.01 Other Events. Direct Digital Holdings, Inc. (the “Company”) has set July 31, 2026"
Rule 14a-8 regulatory
"Stockholders intending to submit proposals for inclusion in the Proxy Statement pursuant to Rule 14a-8 under the Exchange Act"
Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.
universal proxy rules regulatory
"to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees"
Universal proxy rules require that when shareholders vote to elect directors in a contested election, the proxy card mailed to investors can include candidates nominated by both the company and dissident shareholders, letting investors mix and match their choices on a single ballot. This matters to investors because it makes their vote more flexible and easier to use, like replacing separate lists with one common ballot, which can influence who controls the board and the company’s future direction.
Amended and Restated Bylaws regulatory
"must comply with all applicable requirements of the Exchange Act and the Company’s Amended and Restated Bylaws"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
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Understanding 8-K Material Events →
FALSE000188061300018806132025-01-062025-01-06

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 8, 2026
Direct Digital Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-4126187-2306185
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
1177 West Loop South, Suite 1310
Houston, Texas
77027
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (832) 402-1051
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 Exchange Act:
Title of each classTrading
Symbol(s)
Name of each exchange
on which registered
Class A common stock, par value $0.001 per shareDRCTThe 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 (the “Exchange Act”) (§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 5.08 Shareholder Director Nominations.

To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into Item 5.08.

Item 8.01 Other Events.

Direct Digital Holdings, Inc. (the “Company”) has set July 31, 2026 (the “Meeting Date”) as the date for its 2026 annual meeting of stockholders (the “Annual Meeting”). The time and location of the Annual Meeting will be set forth in the Company’s definitive proxy statement (the “Proxy Statement”) for the Annual Meeting to be filed with the U.S. Securities and Exchange Commission (the “SEC”).

The Company’s 2025 annual meeting of stockholders (the “Prior Meeting”) was held on June 9, 2025. As the Meeting Date is more than 30 days after the first anniversary of the Prior Meeting, the deadline for stockholder’s nominations or proposals for consideration at the Annual Meeting set forth in the Company’s proxy statement for the Prior Meeting no longer applies. As such, the Company is informing stockholders of this change in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is informing stockholders of the new dates described below for submitting stockholder proposals and other matters for consideration at the Annual Meeting.

Stockholders intending to submit proposals for inclusion in the Proxy Statement pursuant to Rule 14a-8 under the Exchange Act must ensure that such proposals are received by the Company no later than June 22, 2026, which the Company has determined to be a reasonable time before it expects to begin to send its proxy materials for the Annual Meeting, and must comply with all applicable requirements of the Exchange Act and the Company’s Amended and Restated Bylaws (the “Bylaws”) to be eligible for inclusion in the Proxy Statement. A copy of the Bylaws has been filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on February 16, 2022, or can be obtained by contacting the Company’s Corporate Secretary at the address below. Any proposal submitted after the above deadline will not be considered timely and will be excluded from the Proxy Statement.

Stockholders intending to submit a proposal outside the processes of Rule 14a-8 of the Exchange Act or a nominee for director, in each case in connection with the Annual Meeting, must provide notice of such proposals or nominees to the Company no later than the close of business on June 22, 2026, which is the first business day after the 10th day following the first public announcement of the date of the Annual Meeting. In addition to satisfying the foregoing requirements under the Company’s Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees at the Annual Meeting must provide notice to the Company’s Corporate Secretary no later than June 22, 2026.

All proposals and notices must be in writing and received by the Company’s Corporate Secretary at 1177 West Loop South, Suite 1310, Houston, Texas 77027, and must also comply with the applicable requirements set forth in the rules and regulations of the Exchange Act and the form and information requirements specified in the Bylaws, including Section 5 therein.


SIGNATURE
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.
June 11, 2026
(Date)
Direct Digital Holdings, Inc.
(Registrant)
/s/ DIANA P. DIAZ
Diana P. Diaz
Chief Financial Officer







Source: View Original Filing on SEC EDGAR

FAQ

What did Direct Digital Holdings (DRCT) announce in this 8-K?

Direct Digital Holdings set July 31, 2026 as the date for its 2026 annual shareholder meeting. It also updated the deadlines and procedural requirements for submitting stockholder proposals and director nominations in line with SEC and bylaw requirements.

When is Direct Digital Holdings’ 2026 annual shareholder meeting?

The 2026 annual meeting of stockholders for Direct Digital Holdings is scheduled for July 31, 2026. The specific time and location will be provided in the company’s definitive proxy statement filed with the SEC ahead of the meeting.

What is the deadline to submit shareholder proposals for DRCT’s 2026 meeting?

Stockholders must submit proposals for inclusion in Direct Digital Holdings’ proxy statement by June 22, 2026. Proposals must satisfy Rule 14a-8 under the Exchange Act and comply with all applicable requirements in the company’s Amended and Restated Bylaws.

How can DRCT shareholders nominate directors for the 2026 annual meeting?

Shareholders may nominate directors by providing written notice to the Corporate Secretary no later than June 22, 2026. Nominations must meet the detailed informational and form requirements in the company’s Amended and Restated Bylaws and applicable Exchange Act rules.

How do the universal proxy rules affect DRCT shareholders?

Shareholders who plan to solicit proxies for director nominees other than the company’s must notify the Corporate Secretary by June 22, 2026. This notice is required to comply with the SEC’s universal proxy rules for contested director elections at the 2026 meeting.

Where must Direct Digital (DRCT) shareholders send proposals and notices?

All shareholder proposals, director nominations, and universal proxy notices must be in writing and received by the Corporate Secretary at 1177 West Loop South, Suite 1310, Houston, Texas 77027, by the applicable June 22, 2026 deadline described in the announcement.

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