Doubleverify Holdings Inc

1. 1

   Merger Agreement Proposal

   ManagementBoard: FOR

   Adopt the Agreement and Plan of Merger dated August 6, 2026, under which Wallace Merger Sub Inc. will merge with and into DoubleVerify, with DoubleVerify surviving as a wholly owned subsidiary of Neptune BidCo US Inc.; holders will receive $13.60 in cash per share, subject to the agreement's terms.

   More detail

   The proposal asks stockholders to approve the definitive Agreement and Plan of Merger with Neptune BidCo US Inc. and Wallace Merger Sub Inc. The transaction is structured as a merger in which Merger Sub will merge into DoubleVerify, leaving DoubleVerify as a wholly owned subsidiary of Parent. Each outstanding share generally would be converted into the right to receive $13.60 in cash, without interest and subject to required withholding. Completion would cause DoubleVerify’s common stock to cease public trading, be delisted from the NYSE, and be deregistered under the Exchange Act. The Company Board established a Special Committee composed solely of independent and disinterested directors to evaluate and negotiate the transaction with separate legal and financial advisers. The Special Committee unanimously recommended approval, and the full Board unanimously adopted that recommendation. The Board cited the cash premium, certainty of value, fairness opinion from PJT Partners, extensive strategic-alternatives process, and the transaction’s perceived closing certainty. It also considered risks including regulatory approvals, financing availability, loss of future participation in DoubleVerify’s growth, termination fees, litigation, and differing interests of directors and officers. The Board concluded that the transaction’s benefits outweighed those risks and recommends that stockholders vote FOR the proposal.

2. 2

   Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation that may be paid or become payable to DoubleVerify’s named executive officers based on or otherwise related to the Merger Agreement and the Transactions.

   More detail

   The proposal asks stockholders to approve, on a non-binding advisory basis, merger-related compensation for DoubleVerify’s named executive officers. The compensation includes amounts and benefits that may become payable upon completion of the Merger or following qualifying terminations connected with the transaction. Disclosed elements include cash severance, equity-award treatment, healthcare benefits, and other transaction-related benefits. The filing identifies both single-trigger and double-trigger components, including cash-out of vested in-the-money options and continued vesting or acceleration of certain replacement awards. The proposal is being submitted because Section 14A of the Exchange Act and related SEC rules require a separate advisory vote on specified merger-related executive compensation. Approval is not a condition to closing the Merger and will not bind DoubleVerify. If the Merger is completed, the disclosed compensation remains payable under the applicable agreements regardless of the vote’s outcome. The Board recommends a FOR vote, consistent with its recommendation to approve the Merger Agreement. The advisory nature of the vote allows stockholders to express approval or disapproval of the compensation package without independently determining whether the transaction may close.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Authorize adjournment of the Special Meeting to a later date or time if necessary or appropriate, including to obtain additional proxies or provide stockholders sufficient time to review supplemental or amended proxy materials.

   More detail

   The proposal asks stockholders to authorize adjournment of the Special Meeting to a later date or time if the Company Board determines that adjournment is necessary or appropriate. The stated purposes include soliciting additional proxies when the Merger Agreement Proposal lacks sufficient support and allowing time to distribute and review supplemental or amended proxy materials. If approved, the Company could adjourn even where existing proxies might otherwise indicate that the Merger proposal would fail. The proposal is procedural but materially linked to the transaction because it can extend the period for obtaining the majority vote required to adopt the Merger Agreement. When a quorum is present, approval requires a majority of the voting power represented at the meeting and entitled to vote on the matter. If no quorum is present, the Chairman or holders of a majority of the represented voting power may adjourn under the filing’s stated procedures. The Board views this flexibility as useful for addressing insufficient participation, disclosure updates, or technical meeting issues. Management recommends a FOR vote so that the Company can seek additional support rather than terminate the transaction solely because the initial meeting lacks sufficient votes. The proposal does not itself approve the Merger and does not alter the separate voting requirement for the Merger Agreement Proposal.

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When is the Doubleverify Holdings Inc 2026 special meeting?

Doubleverify Holdings Inc (DV) holds its 2026 special shareholder meeting on Thursday, October 29, 2026.

What is the record date for the Doubleverify Holdings Inc 2026 meeting?

The record date for the Doubleverify Holdings Inc 2026 meeting is Monday, September 28, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Doubleverify Holdings Inc's 2026 meeting?

The board is presenting 9 director nominees at the Doubleverify Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Doubleverify Holdings Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Doubleverify Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.