Digital Turbine Announces Equity Plan Increase and Director Elections

What Happened

• On August 25, 2026, Digital Turbine, Inc. (APPS) held its annual meeting and filed an 8-K reporting that stockholders approved a Fourth Amendment to the 2020 Equity Incentive Plan, increasing the authorized share pool by 10,630,000 shares from 20,560,000 to 31,190,000. A quorum was present (90,149,520 shares, or 74.54% of shares entitled to vote; record date outstanding: 120,936,038 common shares plus 100,000 series A preferred convertible into 20,000 common shares).
• At the meeting shareholders also reelected seven directors, ratified Grant Thornton LLP as the company’s independent registered public accounting firm for fiscal 2027, and voted on executive compensation matters.

Key Details

• Equity plan amendment: approved with 61,343,305 votes for, 3,148,536 against, 241,828 abstentions (25,415,851 broker non-votes).
• Director elections (votes For / Withheld; broker non-votes = 25,415,851 for each):
  • Roy H. Chestnutt: 63,221,678 / 1,511,991
  • Robert Deutschman: 62,176,231 / 2,557,438
  • Holly Hess Groos: 62,973,053 / 1,760,616
  • Mohan S. Gyani: 63,760,404 / 973,265
  • Jeffrey Karish: 62,486,683 / 2,246,986
  • Michelle M. Sterling: 63,535,917 / 1,197,752
  • William G. Stone III: 64,133,355 / 600,314
• Say-on-pay (advisory): approved but with notable opposition — For 37,927,832; Against 26,468,367; Abstain 337,470; broker non-votes 25,415,851. Advisory vote on frequency: "1 year" won (53,106,923 votes); company will continue annual say-on-pay votes.
• Auditor ratification: Grant Thornton LLP ratified — For 85,073,825; Against 5,029,347; Abstain 46,348.

Why It Matters

• The approved increase to the 2020 Equity Incentive Plan expands the pool for stock-based awards, which can be used for employee and executive compensation; that can dilute existing shareholders if awards are granted, so investors should watch future equity grant activity and dilution disclosures.
• Reelection of all seven directors and ratification of the auditor signal board continuity and audit continuity. However, the relatively strong "against" vote on say-on-pay (over 26M votes) indicates meaningful shareholder dissatisfaction with executive pay among some holders — the company will address compensation matters through annual advisory votes going forward.