Digital Turbine Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven incumbent director nominees to serve one-year terms expiring at the 2027 annual meeting.

2. 2

   Advisory (Non-Binding) Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation as disclosed in the proxy. Management and the Compensation Committee seek this endorsement to validate their pay-for-performance framework, which ties short- and long-term incentives to metrics such as revenue and adjusted EBITDA and includes both annual cash incentives and multi-year equity awards (PSUs, RSUs, options). The vote is advisory and does not change compensation contracts but serves as important feedback that the Compensation Committee will formally consider when designing future programs. The Board cites prior strong shareholder support (87% in favor at the prior meeting) as evidence of alignment and therefore recommends a vote FOR. A favorable vote signals shareholder acceptance of the Company’s mix of base salary, annual incentives, and performance-based equity awards; a negative vote would likely trigger enhanced shareholder engagement and potential program adjustments. The context includes ongoing use of an external compensation consultant and benchmarking to a peer group; management emphasizes retention, market competitiveness, and alignment with stockholder interests. Because many awards are performance-conditioned and multi-year, the advisory vote balances the need for long-term incentives with shareholders’ desire for accountability. Although non-binding, the outcome will materially influence the Compensation Committee’s approach to target setting, discretion on discretionary bonuses, and potential plan design changes.

3. 3

   Advisory (Non-Binding) Vote on Frequency of Future Say-on-Pay Votes

   ManagementBoard: FOR

   Advisory vote to indicate whether future say-on-pay votes should occur every one, two, or three years (management recommends one year).

   More detail

   This proposal asks shareholders to indicate whether the Company should hold its advisory say-on-pay votes annually, biennially, or triennially; management recommends an annual vote. Management argues that an annual frequency provides the most timely and regular feedback loop for shareholders to express views on compensation practices and disclosure, enabling the Compensation Committee to respond to investor sentiment more quickly. The Company also notes that its compensation programs are structured for long-term alignment — with multi-year PSUs and performance metrics tied to revenue and adjusted EBITDA — so while programmatic changes may not be feasible in the short term, annual feedback still provides governance accountability and transparency. The Board highlights that shareholders previously opted for annual votes and believes annual votes balance responsiveness with the administrative burden of more frequent reviews. Because the vote is advisory, it does not bind the Board, but a clear shareholder preference will guide future governance decisions on vote cadence. A shareholder preference for less frequent votes could reflect confidence in the Board’s compensation oversight or a desire to reduce administrative costs; a preference for annual votes signals demand for more regular engagement. The outcome has practical implications for investor relations and compensation committee rhythms: an annual vote requires the Compensation Committee to prepare to respond each year to shareholder feedback, whereas longer frequencies compress that cycle. The recommendation for annual votes aligns with the Company’s stated emphasis on ongoing shareholder engagement and governance best practices.

4. 4

   Ratification of Appointment of Grant Thornton LLP as Independent Registered Public Accounting Firm for Fiscal 2027

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027.

5. 5

   Approval of Amendment to 2020 Equity Incentive Plan (increase share reserve, add minimum vesting, cap non-employee director awards

   ManagementBoard: FOR

   Approve an amendment to the 2020 Equity Incentive Plan to increase the share reserve by 10,630,000 shares (to 31,190,000), adopt a minimum one-year vesting requirement with limited exceptions, and impose annual limits on aggregate compensation to non-employee directors.

   More detail

   This management proposal requests shareholder approval to amend the Company’s 2020 Equity Incentive Plan to increase the share reserve by 10,630,000 shares (from 20,560,000 to 31,190,000), add a minimum vesting requirement (no equity award may vest earlier than one year after grant subject to limited exceptions for substitute awards, certain director awards and a 5% carve-out), and impose annual aggregate compensation caps for non-employee directors (chair $1,000,000; other non-employee directors $750,000; $1,000,000 for directors in their initial appointment year). Management’s stated rationale is that the plan is essential to recruit, retain and motivate employees and directors in a competitive market where equity is market practice and necessary for alignment with stockholders; the Company notes it has only 1,640,216 shares available as of July 1, 2026 and projects ongoing equity needs using historical burn rates. The Board underscores that without additional shares it might need to increase cash compensation, which could misalign incentives and strain cash resources, and that the minimum vesting requirement and director caps strengthen governance. The amendment includes safeguards (no evergreen provision, no repricing without stockholder approval, limits on share recycling, anti-dilution adjustments, and clawback/forfeiture provisions) and the Company quantifies potential dilution (~8.79% based on outstanding shares as of July 1, 2026 if all new shares were issued). The Board recommends FOR, arguing the amendment balances retention needs with governance protections, but shareholders should weigh the benefit of maintaining a competitive equity program against the dilution impact and the size of the requested increase. The Compensation Committee relied on external benchmarking and burn-rate analysis to set the increase and retained exceptions and flexibility to respond to corporate transactions and market conditions.

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When is the Digital Turbine Inc 2026 annual meeting?

Digital Turbine Inc (APPS) holds its 2026 annual shareholder meeting on Tuesday, August 25, 2026.

What is the record date for the Digital Turbine Inc 2026 meeting?

The record date for the Digital Turbine Inc 2026 meeting is Wednesday, July 1, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Digital Turbine Inc's 2026 meeting?

The board is presenting 7 director nominees at the Digital Turbine Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Digital Turbine Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Digital Turbine Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.