Definitive Healthcare Corp. 8-K

What Happened
Definitive Healthcare Corp. (DH) filed an 8-K on June 5, 2026 reporting the results of its June 4, 2026 Annual Meeting of Stockholders. At the record date (April 13, 2026) there were 105,456,979 shares of Class A and 38,225,333 shares of Class B common stock outstanding. Stockholders (i) elected three Class II directors for three-year terms ending at the 2029 annual meeting, (ii) ratified Deloitte & Touche LLP as the independent auditor for 2026, (iii) approved an increase of 15,000,000 shares to the 2021 Equity Incentive Plan (raising the pool to 45,972,789 shares), and (iv) approved, on a non-binding advisory basis, the company’s named executive officer compensation.

Key Details

• Director elections (terms through 2029):
  • Chris Egan: For 115,632,170; Withheld 5,879,043; Broker non-votes 10,023,267
  • Sastry Chilukuri: For 114,385,076; Withheld 7,126,137; Broker non-votes 10,023,267
  • Samuel A. Hamood: For 118,977,114; Withheld 2,534,099; Broker non-votes 10,023,267
• Auditor ratification: Deloitte & Touche LLP approved — For 130,745,809; Against 726,699; Abstain 61,972.
• 2021 Equity Incentive Plan increase: Approved to add 15,000,000 shares (from 30,972,789 to 45,972,789) — For 105,140,642; Against 16,351,580; Abstain 18,991; Broker non-votes 10,023,267.
• Advisory vote on executive compensation (say-on-pay): Passed — For 108,811,271; Against 12,680,719; Abstain 19,223; Broker non-votes 10,023,267.

Why It Matters
These outcomes preserve board continuity with the re-election of the three Class II directors and maintain auditor continuity by ratifying Deloitte & Touche. The approved 15 million-share increase to the 2021 Equity Incentive Plan expands the pool available for employee and executive awards, which can affect future dilution and compensation expense. The non-binding advisory approval of executive pay signals majority stockholder support for the disclosed compensation practices but does not change pay directly.