DoubleVerify (DV) Proxy filing summary

Executive summary

• Special Meeting called to vote on a merger where shareholders will receive $13.60 per share in cash, representing a premium to recent trading prices.

• Merger will result in the company becoming a wholly owned subsidiary of Neptune BidCo US Inc., affiliated with Elliott and Brookfield.

• The Board, following a Special Committee's unanimous recommendation, determined the merger is fair and in the best interests of shareholders.

• If approved, shares will be delisted from the NYSE and deregistered with the SEC.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the Merger Agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) potential adjournment of the meeting.

• Approval of the merger requires a majority of outstanding shares; failure to vote has the same effect as voting against.

• Supporting stockholders holding approximately 11.8% of shares have agreed to vote in favor of the merger.

Board of directors and corporate governance

• A Special Committee of independent directors led the negotiation and evaluation of the merger.

• The Board unanimously recommends voting in favor of all proposals.

• Post-merger, the directors of the merger sub will become directors of the surviving corporation.