DoubleVerify (DV) investors approve directors, say-on-pay and Deloitte for 2026

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

DoubleVerify Holdings, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 21, 2026. Stockholders elected three Class II directors to serve until the 2029 annual meeting, with each nominee receiving over 119 million votes in favor.

Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 117,751,469 votes for, 10,555,979 against, and 51,485 abstentions, plus 14,306,591 broker non-votes. In addition, they ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, by a vote of 142,521,085 for, 98,743 against, and 45,696 abstaining.

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

Say-on-pay votes for: 117,751,469 votes Say-on-pay votes against: 10,555,979 votes Auditor ratification votes for: 142,521,085 votes +2 more

5 metrics

Say-on-pay votes for 117,751,469 votes Non-binding advisory approval of executive compensation

Say-on-pay votes against 10,555,979 votes Non-binding advisory approval of executive compensation

Auditor ratification votes for 142,521,085 votes Ratification of Deloitte & Touche LLP for fiscal year 2026

Director vote for Gary Swidler 127,829,538 votes Election as Class II director to 2029 annual meeting

Broker non-votes on key items 14,306,591 shares On director elections and say-on-pay proposal

Key Terms

non-binding advisory basis, broker non-vote, independent registered public accounting firm, Annual Meeting of Stockholders

4 terms

non-binding advisory basis financial

"The stockholders elected to approve, on a non-binding advisory basis, the compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

broker non-vote financial

"Name of Directors Elected | For | Withheld | Broker Non-Vote"

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm for the fiscal year ending"

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.

Annual Meeting of Stockholders financial

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

Understanding 8-K Material Events →

05/22/2026 - 04:05 PM

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 22, 2026 (May 21, 2026)

DoubleVerify Holdings, Inc.

(Exact name of registrant as specified in its charter)


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


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

(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:


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

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 Matter to a Vote of Security Holders.

On May 21, 2026, DoubleVerify Holdings, Inc. (the “Company”) held its 2026 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 7, 2026. 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 2029 Annual Meeting of Stockholders, by the following vote:


Name of Directors Elected	For	Withheld	Broker Non-Vote
R. Davis Noell	119,036,989	9,321,944	14,306,591

Lucy Stamell Dobrin	126,973,760	1,385,173	14,306,591

Gary Swidler	127,829,538	529,395	14,306,591

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:


For	Against	Abstain	Broker Non-Vote
117,751,469	10,555,979	51,485	14,306,591

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, 2026, by the following vote:


For	Against	Abstain
142,521,085	98,743	45,696

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.

	DOUBLEVERIFY HOLDINGS, INC.


	By:	/s/ Andrew E. Grimmig
		Name:	Andrew E. Grimmig
		Title:	Chief Legal Officer and Secretary
Date: May 22, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did DoubleVerify (DV) stockholders decide at the 2026 annual meeting?

DoubleVerify stockholders elected three Class II directors, approved executive compensation on a non-binding advisory basis, and ratified Deloitte & Touche LLP as auditor for 2026. All management proposals received strong majority support based on the reported vote totals.

Were DoubleVerify (DV) directors re-elected at the 2026 annual meeting?

Yes. Stockholders elected Class II directors R. Davis Noell, Lucy Stamell Dobrin, and Gary Swidler to three-year terms ending at the 2029 annual meeting. Each nominee received over 119 million votes for and a significant margin over withheld votes.

How did DoubleVerify (DV) stockholders vote on executive compensation in 2026?

Stockholders approved the compensation of DoubleVerify’s named executive officers on a non-binding advisory basis. The vote was 117,751,469 for, 10,555,979 against, 51,485 abstentions, and 14,306,591 broker non-votes, indicating clear, though not unanimous, support for the pay program.

Who is DoubleVerify’s (DV) independent auditor for the fiscal year 2026?

Stockholders ratified Deloitte & Touche LLP as DoubleVerify’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification passed with 142,521,085 votes for, 98,743 against, and 45,696 abstentions, reflecting very strong approval.

What is a broker non-vote in DoubleVerify’s 2026 voting results?

A broker non-vote occurs when a broker is not permitted to vote uninstructed shares on certain proposals. For DoubleVerify’s 2026 meeting, there were 14,306,591 broker non-votes on the director elections and the advisory executive compensation proposal, but none on the auditor ratification.

Filing Exhibits & Attachments

4 documents