Digital Turbine (APPS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 25, 2026, with voting on director elections, executive compensation, auditor ratification, and an amendment to the 2020 Equity Incentive Plan.

• Board recommends voting for all director nominees, say-on-pay, annual say-on-pay frequency, auditor ratification, and the equity plan amendment.

• Proxy materials are available online, and shareholders can vote by internet, phone, mail, or in person.

Voting matters and shareholder proposals

• Election of seven directors for a one-year term expiring at the 2027 annual meeting.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with the Board recommending annual votes.

• Ratification of Grant Thornton LLP as independent auditor for fiscal year ending March 31, 2027.

• Approval of an amendment to the 2020 Equity Incentive Plan to increase authorized shares, add a minimum vesting requirement, and set annual limits on non-employee director awards.

Board of directors and corporate governance

• Board consists of seven members, with a majority being independent and diverse in background and skills.

• Separate Chair and CEO roles; annual board and committee self-evaluations; independent Board Chair.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Stockholders have rights to call special meetings, act by written consent, and amend charter documents without supermajority requirements.