Digimarc (DMRC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 7, 2025, with seven directors up for election, and several key proposals on the agenda, including ratification of the auditor, advisory vote on executive compensation, approval of an employee stock purchase plan, and amendments to the 2018 Incentive Plan.

• Shareholders are encouraged to vote electronically or by mail, with detailed instructions provided for proxy material access and voting procedures.

Voting matters and shareholder proposals

• Proposals include: election of seven directors for one-year terms, ratification of KPMG LLP as auditor, advisory say-on-pay vote, approval of an employee stock purchase plan, and amendments to the 2018 Incentive Plan.

• Shareholder proposals for the 2026 meeting must be submitted between January 7 and February 6, 2026, with additional requirements for proxy solicitation under Rule 14a-19.

Board of directors and corporate governance

• The board consists of seven directors, with a strong emphasis on independence; all but the CEO are independent under Nasdaq rules.

• Board committees include Audit, Compensation and Talent Management, and Governance, Nominating, and Sustainability, each with defined oversight roles.

• The board has implemented annual performance assessments, robust succession planning, and stock ownership guidelines for directors and executives.

• Board diversity has increased, with 43% gender and demographic diversity, and significant board refreshment over the past four years.