DoubleVerify Holdings, Inc. filed a Form 8-K on October 29, 2026, reporting the final voting results from a special stockholder meeting held that same day, at which stockholders adopted a merger agreement with Neptune BidCo US Inc. and Wallace Merger Sub Inc.

Key Highlights

  • Merger Agreement adopted: 118,218,914 shares voted for adoption of the Agreement and Plan of Merger, dated August 6, 2026, against 7,592,263 shares opposed and 214,454 abstentions.
  • Quorum reached: 126,025,631 shares, representing approximately 80.69% of the 156,182,436 shares outstanding on the September 28, 2026 record date, were present virtually or by proxy.
  • Advisory compensation vote approved: Stockholders approved, on a non-binding advisory basis, merger-related named executive officer compensation, with 117,478,148 votes for, 8,327,271 against, and 220,212 abstentions.
  • Adjournment proposal approved but moot: The adjournment proposal passed with 119,885,131 votes for, but was deemed moot because sufficient votes were present to approve the merger proposal.
  • Merger structure: Under the Merger Agreement, Wallace Merger Sub Inc. will merge into DoubleVerify, with DoubleVerify surviving as a wholly owned subsidiary of Neptune BidCo US Inc.

DoubleVerify Stockholder Vote on Neptune BidCo Merger: Full Results

According to the filing, DoubleVerify Holdings, Inc. (NYSE:DV) held a special meeting of stockholders on October 29, 2026, to vote on three proposals stemming from the Agreement and Plan of Merger dated August 6, 2026. The merger agreement involves Neptune BidCo US Inc. as parent and Wallace Merger Sub Inc., a direct, wholly owned subsidiary of Parent, as the merging entity. Upon completion, Merger Sub will merge with and into DoubleVerify, with DoubleVerify continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent.

The Company disclosed that as of the September 28, 2026 record date, there were 156,182,436 shares of common stock, par value $0.001 per share, outstanding and entitled to vote. A total of 126,025,631 shares were present virtually or by proxy, satisfying quorum requirements. Proposal 1, adoption of the Merger Agreement, received 118,218,914 votes in favor, 7,592,263 votes against, and 214,454 abstentions, according to the filing.

Proposal 2, a non-binding advisory vote on merger-related compensation for named executive officers, received 117,478,148 votes for, 8,327,271 against, and 220,212 abstentions. Proposal 3, which would have authorized adjournment of the Special Meeting if necessary to solicit additional proxies, received 119,885,131 votes for, 5,744,253 against, and 396,247 abstentions. The filing noted that, because sufficient votes to approve the merger proposal were already represented at the meeting, the adjournment proposal was deemed moot despite passing.

What Was Disclosed

DoubleVerify reported the final results of its October 29, 2026 special stockholder meeting, confirming adoption of the merger agreement with Neptune BidCo US Inc. and Wallace Merger Sub Inc., along with non-binding approval of related executive compensation and a moot adjournment proposal.