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DH · Current Report (Form 8-K) · Filed June 5, 2026

Definitive Healthcare Corp — Current Report (Form 8-K)

Form
8-K
Filed
June 5, 2026
Period
Jun 4, 2026
Ticker
DH
Accession
0001193125-26-259530
Boardroom Alpha · Filing insights

Stockholders approved increasing the 2021 Equity Incentive Plan by 15 million shares and elected Class II directors.

About Definitive Healthcare Corp
Market cap
$81M
1Y TSR
−82.2%
3Y TSR
−59.3%
Board grade
D
Sector
Healthcare
CEO
Kevin Coop
Last annual meeting: Jun 4, 2026 · View full Definitive Healthcare Corp profile →
8-K

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):

June 4, 2026

 

Definitive Healthcare Corp.

(Exact name of registrant as specified in its charter)

Commission File Number 001-40815

 

 

 

Delaware

 

86-3988281

(State
of Incorporation)

 

(IRS Employer
Identification No.)

 

492 Old Connecticut Path, Suite 401

 

 

Framingham, Massachusetts 01701

 

 

(Address of Principal Executive Offices)

 

508 720-4224

Registrant’s telephone number, including area code

Not Applicable

(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 Each Class

Trading
Symbol

Name of Each Exchange on Which Registered

Class A Common Stock, $0.001 par value

DH

The Nasdaq Stock Market LLC

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 Matters to a Vote of Security Holders.

On June 4, 2026, Definitive Healthcare Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the close of business on April 13, 2026, the record date for determination of stockholders entitled to vote at the Annual Meeting, there were 105,456,979 shares of Class A common stock and 38,225,333 shares of Class B common stock of the Company issued and outstanding. At the Annual Meeting, the stockholders of the Company (i) elected each of the Company’s nominees for Class II directors, each to serve a three-year term expiring at the 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal; (ii) ratified the selection of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2026; (iii) approved an amendment to the Definitive Healthcare Corp. 2021 Equity Incentive Plan (the “2021 Plan”), to increase the number of shares of Class A common stock, par value $0.001 per share (“Common Stock”) that we will have authority to grant under the 2021 Plan by 15,000,000 from 30,972,789 to 45,972,789; and (iv) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. A more complete description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 23, 2026 (the “Proxy Statement”). The final results are set forth below.

Proposal 1 – Election of Directors

The stockholders elected each of the three nominees named below as Class II directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The results of such vote were:

Director Nominee

 

For

 

 

Withheld

 

 

Broker Non-Votes

 

Chris Egan

 

 

115,632,170

 

 

 

5,879,043

 

 

 

10,023,267

 

Sastry Chilukuri

 

 

114,385,076

 

 

 

7,126,137

 

 

 

10,023,267

 

Samuel A. Hamood

 

 

118,977,114

 

 

 

2,534,099

 

 

 

10,023,267

 

Proposal 2 – Ratification of Selection of Independent Public Registered Accounting Firm

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The results of such vote were:

For

 

 

Against

 

 

Abstain

 

 

130,745,809

 

 

 

726,699

 

 

 

61,972

 

Proposal 3 – Share Increase Proposal

The stockholders approved an amendment to the 2021 Plan, to increase the number of shares of Common Stock that we will have authority to grant under the 2021 Plan by 15,000,000 from 30,972,789 to 45,972,789. The results of such vote were:

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

 

105,140,642

 

 

 

16,351,580

 

 

 

18,991

 

 

 

10,023,267

 

Proposal 4 – Advisory Vote on Executive Compensation

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The results of such vote were:

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

 

108,811,271

 

 

 

12,680,719

 

 

 

19,223

 

 

 

10,023,267

 

 

 


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 thereunto duly authorized.

 

 

DEFINITIVE HEALTHCARE CORP.

 

 

 

Date: June 5, 2026

By:

/s/ Jonathan Paris

 

Name:

Jonathan Paris

 

Title:

Chief Legal Officer

 


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Reference

Frequently asked questions

When did Definitive Healthcare Corp file this 8-K?
Definitive Healthcare Corp (DH) filed this Current Report (Form 8-K) with the SEC on June 5, 2026. The accession number assigned by EDGAR is 0001193125-26-259530.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
Stockholders approved increasing the 2021 Equity Incentive Plan by 15 million shares and elected Class II directors. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Definitive Healthcare Corp's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Definitive Healthcare Corp has filed under CIK 1861795, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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