Digital Turbine (APPS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 26, 2025, to elect eight directors, approve executive compensation (say-on-pay), and ratify Grant Thornton LLP as auditor for FY2026.

• Proxy materials are available online, and shareholders can vote via internet, phone, mail, or in person.

• Record date for voting is July 2, 2025, with 107,957,043 common shares and 100,000 preferred shares outstanding.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eight directors for a one-year term, (2) non-binding advisory vote on executive compensation, (3) ratification of Grant Thornton LLP as independent auditor, and (4) other business as may arise.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2026 meeting by March 19, 2026, and director nominations between April 28 and May 28, 2026.

Board of directors and corporate governance

• Board consists of eight members, with a majority being independent; Chair and CEO roles are separated.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Annual board and committee self-evaluations, focus on diversity in skills and backgrounds, and annual director elections.

• Stockholders have rights to call special meetings, act by written consent, and amend charter documents without supermajority.