Good morning. I'm Mark Walker, Chairman and Chief Executive Officer of Direct Digital Holdings, Inc., and will be presiding over today's virtual meeting of stockholders. On behalf of our company, I want to welcome you to our 2026 annual meeting of stockholders, which is now formally called to order. A recording of the webcast will be posted on our website for a period of time after the meeting. We are very pleased to have each of you in attendance at today's virtual meeting. Let me begin by introducing the directors of the company in attendance via remote communication. With us today are Keith Smith, Richard Cohen, Ohad Harlev, Misty Locke, and Antoinette Leatherberry. Also present here today is Greg Leuthreau of BDO USA, P.C., our independent auditors for the year ending December 31st, 2026. Steven Adler and Andrew Turgeon of McGuireWoods LLP, our legal counsel, Diana Diaz, our Chief Financial Officer, and Jane Castillo, who serves as Inspector of Elections at the meeting. Broadridge Financial Solutions, Inc., our provider for virtual annual meetings, has delivered an affidavit pertaining to the distribution of the notice of the meeting, which states that on June 23rd, 2026, a notice of the meeting, together with the notice of internet availability of proxy materials, was distributed to all stockholders of record as of the close of business on June 18th, 2026, the record date for the meeting. The affidavit will be filed with the minutes of this meeting. Additionally, Jane Castillo has signed an oath to act as Inspector of Elections, and this oath will be filed with the minutes of this meeting. Our order of business this morning will be to accept the motions to be considered, collect the votes, and then receive a preliminary report from the Inspector of Elections about the results. If you have any questions, please submit them using the online application or on the virtual meeting website to contact@directdigitalholdings.com, and we will address them after the meeting. This brings us to the first item on the agenda, which is the determination of a quorum. The bylaws and Delaware law provide that the presence in person or by proxy of holders of a majority of the voting power of the outstanding shares of the company's common stock entitled to vote on the record date constitutes a quorum. Ms. Castillo, do you have a quorum? Yes, we do. The holders of a majority of the voting power of the outstanding shares of the company's common stock entitled to vote as of the record date, June 18th, 2026, are represented at the meeting. Thank you, Ms. Castillo. There are three motions to be voted on by the stockholders. The first motion is for the election of Mark Walker, Keith Smith, Richard Cohen, Ohad Harlev, Antoinette Leatherberry, and Misty Locke as directors to hold office until the annual meeting in 2027, or until their respective successors have been elected and qualified. The second motion is to ratify the appointment of BDO USA, P.C. as the company's independent registered public accountant for the 2026 fiscal year. The third motion is to approve an amendment to the company's 2022 Omnibus Incentive Plan to increase the number of shares of the company's Class A common stock issuable thereunder by 1.2 million shares in accordance with the bylaws of the company. Stockholders are required to provide advance notice of their intent to nominate candidates for directors. No such notice was received. All stockholders of record as of June 18th, 2026, are entitled to vote at this virtual meeting and have the ability to do so online. If there is any stockholder of record as of June 18th, 2026, who has not voted by proxy and now wants to vote, or who has previously voted by proxy but now wants to change that vote, you may now vote online by following the instructions available on the virtual meeting website. If you have already sent in your proxy card or otherwise voted over the internet or by mobile device and do not want to change your vote, you do not need to do anything now. I'll now call the question on the following resolutions. Resolved, that the following persons hereby are elected as directors of the company to serve until 2027 annual meeting of stockholders or until their prospective successors are elected and qualified: Mark Walker, Keith Smith, Richard Cohen, Ohad Harlev, Antoinette Leatherberry, and Misty Locke. Resolved, that the appointment of BDO USA, P.C. to serve as the company's independent registered public accounting firm for 2026 fiscal year is hereby ratified. Resolved, that an amendment to the company's 2022 Omnibus Incentive Plan to increase the number of shares of the company's Class A common stock issuable thereunder by 1.2 million shares is hereby approved. At this moment, I'm going to officially close the polls. I want to thank everyone for your participation. I'll now ask the Inspector of Elections to provide a preliminary report on the vote. Inspector? Mr. Chairman, all of the nominees for director have been elected. The motion to ratify the appointment of BDO USA, P.C. as the company's independent public accounting firm for the 2026 fiscal year has been approved. To approve an amendment to the company's 2022 Omnibus Incentive Plan to increase the number of shares of the company's Class A common stock issuable thereunder by 1.2 million shares has been approved. Thank you, Ms. Castillo. That completes our formal business for today and concludes the 2026 Annual Stockholders Meeting. Thank you for joining today and for your support of Direct Digital Holdings, Inc. Let me now formally close this meeting. I will now open the floor to any questions. Please submit any questions relevant to the meeting and pertinent to matters properly before the meeting in accordance with the rules of conduct for the meeting using the online application on the virtual meeting website. We will now end this meeting. Thank you. The meeting has now concluded. Thank you for joining, and have a pleasant day.
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