Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM  8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported)  September 15, 2020 Digital Turbine, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware   001-35958   22-2267658 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.) 110 San Antonio Street, Suite 160, Austin, TX   78701 (Address of Principal Executive Offices)   (Zip Code)   ( 512 ) 387-7717 (Registrant’s Telephone Number, Including Area Code) (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions. ( see  General Instruction A.2. below) ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))    Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock APPS NASDAQ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) On September 15, 2020, Digital Turbine, Inc. (the “Company” or “our”) held its 2021 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the 2020 Equity Incentive Plan of Digital Turbine, Inc. (the “Plan”), pursuant to which the Company may grant equity incentive awards to directors, employees and other eligible participants. A total of 12,000,000 shares of common stock are reserved for grant under the Plan. The types of awards that may be granted under the Plan include incentive and non-qualified stock options, stock appreciation rights, restricted stock, and restricted stock units. The Plan became effective on September 15, 2020 and has a term of ten years. The foregoing description of the terms and conditions of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. For a more complete description of the Plan, please refer to the discussion under “Proposal No. 4” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on July 29, 2020. The Board approved a form of option agreement and a form of restricted stock agreement pursuant to the authority set forth in the Plan, copies of which are filed as Exhibits 10.2 and 10.3 to this Report and incorporated herein by reference. Item 5.07   Submission of Matters to a Vote of Security Holders. Presented below are the voting results for the proposals, described in detail in the Definitive Proxy Statement of the Company filed with the SEC on July 29, 2020, the relevant portions of which are incorporated herein by reference, submitted to our stockholders at the Annual Meeting. At of the close of business on July 22, 2020, the record date for the Annual Meeting, a total of 88,317,900 shares of our common stock and 100,000 shares of our Series A preferred stock ("Preferred Stock"), which are convertible into 20,000 shares of common stock, were outstanding and entitled to vote at our Annual Meeting. Preferred Stock is entitled to vote together with the common stock as a single class (on an as-converted to common stock basis) on any matters submitted to the holders of our common stock. At the Annual Meeting, the aggregate number of shares present or represented by valid proxy was 70,817,815 shares or 80.9% of shares entitled to vote. Therefore, a quorum was present for the purposes of the Annual Meeting. Proposal 1 Election of Directors The stockholders elected seven directors to serve until the annual meeting of stockholders in fiscal year 2022 with the following vote: Nominee Votes For Votes Withheld Broker Non-votes Robert Deutschman 43,368,170 3,277,024 24,172,621 Roy H. Chestnutt 46,170,146 475,048 24,172,621 Mohan S. Gyani 44,189,191 2,456,002 24,172,621 Jeffrey Karish 44,975,453 1,669,741 24,172,621 Christopher Rogers 46,092,001 553,193 24,172,621 Michelle M. Sterling 46,462,217 182,977 24,172,621 William G. Stone III 46,286,074 359,120 24,172,621 Proposal 2 Advisory Vote on Executive Compensation The non-binding advisory resolution approving the compensation of the Company's named executive officers, commonly referred to as "say-on-pay", was approved with the following vote: For Against Abstain Broker Non-votes 45,438,168 843,991 363,036 24,172,621 Proposal 3 Advisory Vote on Frequency of Future Advisory Say-On-Pay Votes on Executive Compensation The following frequency of future advisory say-on-pay votes on executive compensation was approved with the following vote: One Year Two Years Three Years Abstain Broker Non-votes 43,107,387 196,959 1,835,355 517,188 24,160,927 Proposal 4 Vote approving the 2020 Equity Incentive Plan The resolution approving the 2020 Equity Incentive Plan, was approved with the following vote: The 2020 Equity Incentive Plan was approved with the following vote: For Against Abstain Broker Non-votes 30,603,146 15,782,234 248,120 24,184,316 Proposal 5 Appointment of SingerLewak, LLP as Independent Registered Public Accounting Firm The appointment of SingerLewak LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2021, was ratified with the following vote: For Against Abstain Broker Non-votes 70,312,806 249,471 255,537 — After considering the voting results on Proposal No. 3, the Company will continue to hold an advisory vote on executive compensation every year. Item 9.01  Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 2020 Equity Incentive Plan of Digital Turbine, Inc. 10.2 Form of Option Agreement 10.3 Form of Restricted Stock Agreement SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: September 21, 2020 Digital Turbine, Inc.   By: /s/ Barrett Garrison     Barrett Garrison     Executive Vice President & Chief Financial Officer EXHIBITS INDEX Exhibit No. Description 10.1 2020 Equity Incentive Plan of Digital Turbine, Inc. 10.2 Form of Option Agreement 10.3 Form of Restricted Stock Agreement