Direct Digital Holdings (DRCT) Proxy filing summary

Executive summary

• Annual Meeting scheduled for July 31, 2026, to be held virtually, with voting on key proposals including director elections, auditor ratification, and an amendment to the 2022 Omnibus Incentive Plan.

• Proxy materials, including the Annual Report and recast financials, are available online; shareholders of record as of June 18, 2026, are eligible to vote.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Shareholders will vote to elect six directors for a one-year term, ratify BDO USA, P.C. as the independent auditor for 2026, and approve an amendment to increase shares under the 2022 Omnibus Incentive Plan by 1,200,000.

• The Board unanimously recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by February 23, 2027, for inclusion in proxy materials.

Board of directors and corporate governance

• Board set at seven members, with six nominees for election; Ohad Harlev appointed in June 2026.

• Mark Walker serves as Chairman and CEO; Antoinette Leatherberry is lead independent director.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Directors are expected to attend all meetings; all attended the 2025 annual meeting.

• Code of Business Conduct and Ethics and an insider trading policy are in place.