Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of New Director.
On June 15, 2022, the Board of Directors (the "Board") of DoubleVerify Holdings,
Inc. (the "Company") appointed Sundeep Jain to the Board, effective July 1,
2022, in accordance with the Company's second amended and restated certificate
of incorporation and amended and restated bylaws. In connection therewith, the
Board increased the size of the Board from nine to ten members.
Mr. Jain was appointed to the newly-created directorship on the Board and will
serve as a Class III director with a term expiring at the Company's Annual
Meeting of Stockholders in 2024. In connection with Mr. Jain's appointment to
the Board, the Board has also appointed Mr. Jain to the Compensation Committee
of the Board, effective July 1, 2022. Mr. Jain serves as Senior Vice President
and Chief Product Officer of Uber Technologies, Inc.
The Board has determined that Mr. Jain is independent under the corporate
governance standards of the rules of the New York Stock Exchange.
Mr. Jain will participate in the Company's standard compensation program for
non-employee directors, including, for his first year on the Board, prorated
annual compensation. The compensation program was previously disclosed on the
Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission.
There is no arrangement or understanding pursuant to which Mr. Jain was elected
as a director, and there are no related party transactions between the Company
and Mr. Jain that would require disclosure under Item 404(a) of Regulation S-K.
The Company announced the appointment of Mr. Jain in its June 21, 2022 press
release. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Press Release dated June 21, 2022.
104 Cover Page to this Current Report on Form 8-K in Inline XBRL.
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DOUBLEVERIFY HOLDINGS, INC. 
