Direct Digital Shareholders Approve 1.2M-Share Incentive Plan Expansion

Direct Digital (NASDAQ:DRCT) shareholders elected six directors, ratified the company’s independent auditor and approved an expansion of the share reserve under its 2022 Omnibus Incentive Plan during the company’s 2026 annual meeting of stockholders.

Mark Walker, Chairman and Chief Executive Officer, presided over the virtual meeting. The company said a quorum was present, with holders representing a majority of the voting power of outstanding common shares entitled to vote as of the June 18, 2026 record date represented at the meeting.

Broadridge Financial Solutions, the company’s virtual-meeting provider, distributed the meeting notice and notice of internet availability of proxy materials to stockholders of record on June 23, according to Walker. The meeting materials will be retained with the meeting minutes.

Board Members Re-Elected

Shareholders elected Mark Walker, Keith Smith, Richard Cohen, Ohad Harlev, Antoinette Leatherberry and Misty Locke to serve as directors until the 2027 annual meeting of stockholders or until their successors are elected and qualified.

Walker said the company had received no advance notices from stockholders seeking to nominate director candidates.

Auditor Appointment Ratified

Stockholders also ratified the appointment of BDO USA, P.C. as Direct Digital’s independent registered public accounting firm for the 2026 fiscal year. Greg Leuthreau of BDO USA was present at the virtual meeting, Walker said.

Incentive Plan Share Increase Approved

Shareholders approved an amendment to the company’s 2022 Omnibus Incentive Plan that increases the number of Class A common shares available for issuance under the plan by 1.2 million shares.

Jane Castillo, serving as Inspector of Elections, delivered the preliminary voting report after polls closed. Castillo said all director nominees were elected and that both the auditor-ratification proposal and the incentive-plan amendment were approved.

The meeting concluded after the formal business was completed. Walker said a webcast recording would be posted on the company’s website for a period following the meeting.

About Direct Digital (NASDAQ:DRCT)

Direct Digital Holdings, Inc (NASDAQ: DRCT) is a provider of cloud-based marketing software and services tailored to mortgage lenders and real estate professionals. The company’s integrated platform is designed to help its clients generate, nurture and convert leads through customer relationship management (CRM), automated marketing campaigns, customizable websites and digital content delivery. By combining proprietary tools with expert support, Direct Digital enables users to streamline workflows, improve customer engagement and drive growth in competitive markets.

The company’s flagship offerings include a CRM system that centralizes prospect and client data, marketing automation that triggers timely email and digital campaigns, and website solutions that are optimized for lead capture and search-engine visibility.