Definitive Healthcare (DH) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 5, 2025, with voting on director elections, auditor ratification, and executive compensation.

• Shareholders can vote in person or by proxy via internet, phone, or mail; a majority in voting power constitutes a quorum.

• The board recommends voting for all proposals, and Mediant will tabulate votes.

Voting matters and shareholder proposals

• Three Class I directors are up for election for three-year terms expiring in 2028.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2025 is proposed.

• Advisory approval of named executive officer compensation is on the agenda.

• No other matters are expected, but proxies allow discretionary voting on unforeseen items.

Board of directors and corporate governance

• The board is classified into three staggered terms; ten directors serve across three classes.

• Majority of directors are independent per Nasdaq standards; independence is reviewed annually.

• Board committees include Audit, HCM & Compensation, and Nominating & Corporate Governance, all with independent chairs.

• Board leadership is separated between Executive Chairman and CEO roles.

• Stockholders can communicate directly with the board or committees.