DoubleVerify (DV) Proxy filing summary

Executive summary

• Nielsen Holdings has agreed to acquire the company for $13.60 per share, a 30% premium over the 60-day average, valuing the deal at approximately $2.33B, with closing expected by Q1 2027 pending shareholder and regulatory approval.

• The transaction aims to combine global measurement and optimization capabilities, leveraging both companies' strengths in media quality and audience measurement.

• Both companies will operate independently until closing, with integration planning occurring in the interim.

• If the merger is not approved or closing conditions are not met, the agreement may be terminated and the company will continue independently.

Voting matters and shareholder proposals

• Shareholders will vote to approve the merger at a special meeting; approval is required for the transaction to proceed.

• The proxy statement and related documents will be filed with the SEC and distributed to shareholders for review prior to the vote.

Executive compensation and say-on-pay

• Vested RSUs, PSUs, and ESPP shares will be cashed out at $13.60 per share upon closing.

• Vested stock options "in the money" will be cashed out for the difference between the exercise price and $13.60; "out of the money" options will be cancelled.

• Unvested RSUs convert to cash awards vesting on the original schedule with double-trigger protections; unvested options that are out of the money are cancelled.

• 2024 and 2025 revenue-based PSUs receive the same treatment as unvested RSUs; relative TSR-based PSUs will be cancelled.

• 2026 revenue-based and stock price-based PSUs convert to time-based RSUs based on performance, then treated as unvested RSUs.