UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
| 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:
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| (Nasdaq Global Select Market) |
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. |
On May 7, 2024, Integral Ad Science Holding Corp. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). The proposals considered at the Annual Meeting are described in the Company’s 2024 Proxy Statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 3, 2024. The final voting results for each of the proposals submitted to a vote of the Company’s shareholders are set forth below:
Proposal No. 1: Election of directors.
The Company’s shareholders elected the following nominees for director to serve as Class III directors for a term expiring at the Company’s 2027 annual meeting of shareholders and until their successors are duly elected and qualified.
| Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||
| Bridgette Heller |
97,885,008 | 18,956,343 | 32,943,764 | |||
| Christina Lema |
96,571,350 | 20,270,001 | 32,943,764 | |||
| Jill Putman |
97,875,996 | 18,965,355 | 32,943,764 |
Proposal No. 2: Proposal to approve, on a non-binding advisory basis, the frequency of future shareholder advisory votes on the compensation of the Company’s named executive officers.
By the vote described below, the Company’s shareholders approved, on a non-binding advisory basis, to hold future advisory votes on the compensation of the Company’s named executive officers (“Say-on-Pay Votes”) every one year.
| 1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes | ||||
| 113,854,755 | 7,537 | 2,905,878 | 73,181 | 32,943,764 |
Considering the shareholders’ non-binding approval to hold future Say-on-Pay Votes every one year, the Company’s board of directors (the “Board”) has determined that future Say-on-Pay Votes will be conducted every one year. The Board will re-evaluate this determination after the next required shareholder advisory vote on the frequency of future Say-on-Pay Votes (which will be at the Company’s 2030 annual meeting of shareholders, unless presented earlier).
Proposal No. 3: Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
By the vote described below, the Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 111,210,359 | 5,529,607 | 101,385 | 32,943,764 |
Proposal No. 4: Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
By the vote described below, the Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
| Votes For |
Votes Against |
Abstentions | ||
| 149,260,167 | 447,969 | 76,979 |
SIGNATURE
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 hereunto duly authorized.
Date: May 9, 2024
| INTEGRAL AD SCIENCE HOLDING CORP. | ||
| By: | /s/ Tania Secor | |
| Name: | Tania Secor | |
| Title: | Chief Financial Officer (Principal Financial Officer) | |
Document and Entity Information |
May 07, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001842718 |
| Document Type | 8-K |
| Document Period End Date | May 07, 2024 |
| Entity Registrant Name | INTEGRAL AD SCIENCE HOLDING CORP. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-40557 |
| Entity Tax Identification Number | 83-0731995 |
| Entity Address, Address Line One | 12 E 49th Street |
| Entity Address, Address Line Two | 20th Floor |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10017 |
| City Area Code | 646 |
| Local Phone Number | 278-4871 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock, par value $0.001 |
| Trading Symbol | IAS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |