DoubleVerify Stockholders Approve Merger Agreement at Special Meeting

Key Points

• DoubleVerify stockholders approved the proposed merger agreement with Neptune BidCo US Inc. and Wallace Merger Sub Inc. at a special meeting on Oct. 29, 2026.
• Stockholders also approved, on a non-binding advisory basis, merger-related compensation for named executive officers; the company’s board unanimously recommended both proposals.
• Because sufficient votes were secured, the proposed adjournment measure was deemed moot, and the final voting report will be filed with the meeting minutes.

DoubleVerify NYSE: DV stockholders approved the company’s proposed merger agreement and an advisory proposal covering merger-related executive compensation during a special virtual meeting held Oct. 29, 2026.

The company said the merger agreement, dated Aug. 6, 2026, is among DoubleVerify, Neptune BidCo US Inc. and Wallace Merger Sub Inc. DoubleVerify’s board of directors unanimously recommended that stockholders vote in favor of the transaction.

Mark Zagorski, DoubleVerify’s chief executive officer, said the meeting was structured to consider three matters: adoption of the merger agreement, a non-binding advisory vote on executive compensation related to the transaction, and a potential adjournment proposal if more time were needed to seek approval.

Quorum Reached for Special Meeting

Andy Grimmig, DoubleVerify’s chief legal officer and secretary, said at least 78.1 million shares were represented virtually or by proxy before additional ballots submitted during the meeting. That amount represented a majority of the company’s outstanding voting shares, establishing a quorum.

The company’s notice of the special meeting and proxy statement were sent to stockholders on or about Sept. 29, 2026. Stockholders of record as of Sept. 28, 2026, were eligible to vote.

A representative of Broadridge Financial Solutions Inc. served as inspector of elections. The inspector was responsible for determining voter eligibility, receiving ballots and tallying final votes.

Merger and Compensation Proposals Approved

Grimmig presented the merger proposal, which called for stockholders to adopt the agreement and plan of merger involving DoubleVerify and the two Delaware-incorporated entities. Following the voting process, the inspector of elections reported that sufficient votes had been received to approve the merger agreement.

Stockholders also approved, on a non-binding advisory basis, compensation that may be paid or become payable to DoubleVerify’s named executive officers in connection with the merger agreement and the related transactions.

The board had unanimously recommended approval of both measures.

Adjournment Proposal Deemed Moot

The third proposal would have authorized the company to adjourn the meeting if necessary or appropriate, including to provide stockholders additional time to review any proxy-statement updates or to solicit additional votes for the merger agreement.

Because the inspector confirmed that there were sufficient votes to approve the merger agreement and executive-compensation proposal, DoubleVerify said the adjournment proposal was moot.

No stockholder questions were submitted during the meeting. Zagorski thanked participants and adjourned the special meeting after the preliminary voting report was accepted. The final voting report will be filed with the company’s meeting minutes.

About DoubleVerify (NYSE:DV)

DoubleVerify Holdings, Inc NYSE: DV provides software and data analytics that help advertisers, agencies, publishers and digital media platforms measure and improve the quality and effectiveness of digital advertising. Its technology is designed to verify whether ads are viewable, delivered in suitable environments and seen by legitimate audiences.

The company's solutions address areas including fraud prevention, brand safety and suitability, media quality, campaign measurement, reach and frequency, and advertising performance.

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