Business Context and Reporting Period
DoubleVerify Holdings, Inc. filed a Form 8-K on October 7, 2021, reporting board appointments effective October 6, 2021. The filing is not a financial-results report and does not cover a fiscal quarter or year-end period.
Key Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating or financial metrics.
Material Changes
- The Board increased from eight to nine members.
- Rosie Perez was appointed to fill an existing vacancy as a Class I director, with a term expiring at the 2022 annual meeting.
- Scott Wagner was appointed to a newly created directorship as a Class III director, with a term expiring at the 2024 annual meeting.
- Ms. Perez joined the Audit Committee, and Mr. Wagner joined the Compensation Committee.
- The Board determined that both directors are independent under applicable New York Stock Exchange standards. Ms. Perez was also determined to be independent under applicable Exchange Act requirements.
Guidance, Outlook, Risks, and Unusual Items
- Each new director will participate in the standard non-employee director compensation program, including prorated annual compensation for the first year of service. The filing does not provide compensation amounts.
- The filing states that there were no arrangements or understandings regarding the elections and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.
- No guidance, outlook, contingencies, material risks, or unusual financial items are disclosed.
Investor Verification Points
- Verify the directors’ committee assignments and independence determinations.
- Review the company’s standard non-employee director compensation program in the referenced Form S-1 for applicable terms and amounts.
- Review Exhibit 99.1, the October 7, 2021 press release, for any additional commentary about the appointments.
- Consult separate periodic filings for current financial performance, liquidity, debt, and outlook information.