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):  August 29, 2023 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 5.07     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 Digital Turbine, Inc. (the “Company”) filed with the Securities and Exchange Commission on July 18, 2023 submitted to our stockholders at the Company’s 2023 annual meeting of stockholders held on August 29, 2023 (the “Annual Meeting”). At of the close of business on July 6, 2023, the record date for the Annual Meeting, a total of 100,289,110 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 74,866,086 shares or 74.7% of shares entitled to vote. Therefore, a quorum was present for purposes of the Annual Meeting. Proposal 1    Election of Directors The stockholders elected eight directors to serve until the annual meeting of stockholders in 2024 with the following vote: Name of Director Elected Votes For Votes Withheld Broker Non-Votes Roy H. Chestnutt 54,661,977 1,082,826 19,121,283 Robert Deutschman 51,286,312 4,458,491 19,121,283 Holly Hess Groos 54,643,177 1,101,626 19,121,283 Mohan S. Gyani 52,418,708 3,326,095 19,121,283 Jeffrey Karish 52,757,235 2,987,568 19,121,283 Mollie V. Spilman 54,539,940 1,204,863 19,121,283 Michelle M. Sterling 53,186,981 2,557,822 19,121,283 William G. Stone III 54,495,303 1,249,500 19,121,283 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 48,547,809 6,909,959 287,035 19,121,283 Proposal 3    Appointment of Grant Thornton LLP as Independent Registered Public Accounting Firm The appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2024, was ratified with the following vote: For Against Abstain Broker Non-Votes 71,453,581 3,160,573 251,932 — 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: August 29, 2023 Digital Turbine, Inc.   By: /s/ James Barrett Garrison     James Barrett Garrison     Executive Vice President & Chief Financial Officer