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Direct Digital Holdings (DRCT) investor relations material
Direct Digital Holdings Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Executive summary
Special Meeting scheduled for December 26, 2025, to address key corporate actions including reverse stock splits, share issuances, and incentive plan amendments.
Proposals aim to maintain Nasdaq listing, secure capital, incentivize employees, and resolve vendor payables.
Board unanimously recommends voting in favor of all proposals.
Voting matters and shareholder proposals
Proposal 1: Approve amendment for one or more reverse stock splits (2-for-1 to 250-for-1) before December 26, 2026, at Board's discretion.
Proposal 2: Approve issuance of up to 100,000,000 Class A shares under the Equity Reserve Facility, providing up to $100 million in capital.
Proposal 3: Approve amendment to 2022 Omnibus Incentive Plan, increasing authorized shares by 9,000,000 to 16,500,000.
Proposal 4: Approve issuance of up to 41,751,437 Class A shares as part of a court-approved settlement and exchange to resolve vendor payables.
Other business may be transacted as appropriate.
Board of directors and corporate governance
Directors and executive officers collectively own 3.1% of Class A and 100% of Class B shares, representing 25.6% of voting power.
All Class B shares are held by Direct Digital Management, LLC, controlled by the CEO and President.
Board and compensation committee oversee incentive plan administration and amendments.
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