Direct Digital Holdings Inc.
12/29/2025 | Press release | Distributed by Public on 12/29/2025 08:32
Proxy Results (Form 8-K)
Item 5.07 Submission of Matters to a Vote of Security Holders
On December 26, 2025, Direct Digital Holdings, Inc. (the "Company") convened its special meeting of stockholders (the "Special Meeting"). As of the record date for the Special Meeting, November 26, 2025, there were 31,687,949 shares of Class A Common Stock, 9,575,500 shares of Class B Common Stock and 30,180 shares of Series A Preferred Stock outstanding (for which the 30,180 shares are entitled to 12,072,000 votes on any matter presented to the common stockholders) on the record date and entitled to vote at the Special Meeting.
Stockholders holding less than the voting power required for a quorum were present in person (by virtual attendance) or represented by proxy at the Special Meeting. Because a quorum was not present, no business was conducted at the Special Meeting. Pursuant to the Company's Amended and Restated Bylaws, the chairperson of the Special Meeting adjourned the Special Meeting due to the lack of quorum. The Special Meeting will reconvene virtually on January 2, 2026, at 9:30 a.m. Central Time. The Special Meeting will be held for the purpose of voting on the proposals described in the Company's previously distributed proxy materials for the Special Meeting, including the definitive proxy statement filed with the Securities and Exchange Commission on December 15, 2025.
The record date for determining stockholders entitled to vote at the reconvened Special Meeting remains the close of business on November 26, 2025. Stockholders who have already voted do not need to recast their votes. Valid proxies previously submitted in respect of the Special Meeting will be voted at the reconvened Special Meeting in the same manner as they would have been voted at the originally scheduled Special Meeting, unless properly revoked prior to the reconvened Special Meeting.
Item 8.01 Other Events.
The information set forth in Item 5.07 is hereby incorporated by reference into this Item 8.01.
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