UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2023
Commission File Number 001-39349
DoubleDown Interactive Co., Ltd.
(Translation of registrants name into English)
Joseph A. Sigrist, Chief Financial Officer
c/o DoubleDown Interactive, LLC
605 5th Avenue, Suite 300
Seattle, WA 98104
+1-206-408-4545
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. ☒ Form 20-F ☐ Form 40-F
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Notice of Annual General Meeting of Shareholders
In connection with the upcoming 15th Annual General Meeting of Shareholders (the AGM) of DoubleDown Interactive Co., Ltd. (the Company) to be held on Wednesday, March 29, 2023 at 11:00 a.m. (Korea Standard Time), or Tuesday, March 28, 2023 at 9:00 p.m. (U.S. Eastern Time), the Company furnishes the following documents:
1) | A copy of the Notice of 15th Annual General Meeting of DoubleDown Interactive Co., Ltd. (the Notice) from Citibank, N.A. (the Depositary) to the record holders as of December 30, 2022 (the ADS Holders) of American Depositary Shares, each representing 0.05 share of a common share of the Company; and |
2) | A form of the Depositarys 2023 Voting Instructions Card for the ADS Holders with respect to the AGM (the Voting Instructions). |
The Notice and Voting Instructions are being furnished in this report on Form 6-K as Exhibits 99.1 and 99.2, respectively, pursuant to General Instruction B to the Form 6-K and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DOUBLEDOWN INTERACTIVE CO., LTD. | ||||||
Date: March 8, 2023 | ||||||
By: | /s/ Joseph A. Sigrist | |||||
Name: Joseph A. Sigrist | ||||||
Title: Chief Financial Officer |
Exhibit 99.1
Time Sensitive Materials |
Depositarys Notice of
15th Annual General Meeting of
DoubleDown Interactive Co., Ltd.
ADSs: | American Depositary Shares (ADSs). | |
ADS CUSIP No.: | 25862B109. | |
ADS Record Date: | December 30, 2022. | |
Meeting Specifics: | 15th Annual General Meeting to be held on Wednesday, March 29, 2023 at 11:00 a.m. (Korea Standard Time)/Tuesday, March 28, 2023 at 9:00 p.m. (U.S. Eastern Time) at meeting room, 13th Floor, 152 Teheran-ro Gangnam-gu, Seoul, Korea (the Meeting). Holders of American Depositary Shares (ADSs), each representing 0.05 share of a common share, shall not attend in person or vote at the Meeting. Instead, holders of record of ADSs as of the ADS Record Date shall instruct Citibank, N.A., the depositary of the ADSs (the Depositary), as to how to vote the common shares represented by the ADSs. | |
Meeting Agenda: | Please refer to the Companys Notice of Meeting enclosed herewith. | |
ADS Voting Instructions Deadline: | On or before 10:00 A.M. (U.S. Eastern Time) on March 23, 2023. | |
Deposited Securities: | Common Shares, par value 10,000 Won per share, of DoubleDown Interactive Co., Ltd., a company organized under the laws of the Republic of Korea (the Company). | |
ADS Ratio: | One (1) Common Share to 20 ADSs. | |
Depositary: | Citibank, N.A. | |
Custodian of Deposited Securities: | Korea Securities Depository. | |
Deposit Agreement: | Deposit Agreement, dated as of September 2, 2021, by and among the Company, the Depositary, and all holders and beneficial owners of ADSs issued thereunder. |
To be counted, your Voting Instructions need to be received by the Depositary
prior to 10:00 A.M. (U.S. Eastern Time) on March 23, 2023.
The Company has announced that the Meeting will be held at the date, time and location identified above. A copy of the Notice of Meeting from the Company which includes the agenda for such Meeting is enclosed.
Holders of ADSs wishing to give voting instructions to the Depositary must sign, complete and return the enclosed Voting Instructions prior to the ADS Voting Instructions Deadline in the enclosed pre-addressed envelope.
Pursuant to Section 4.10 of the Deposit Agreement, voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holders ADSs in accordance with such voting instructions. If the Depositary does not receive voting instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities, and the Depositary shall give a discretionary proxy to such person; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (a) the Company does not wish such proxy to be given, (b) substantial opposition exists, or (c) the rights of holders of Deposited Securities may be adversely affected.
Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise contemplated in Section 4.10 of the Deposit Agreement). Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holders ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such voting instructions.
The information contained herein with respect to the Meeting has been provided by the Company. Citibank, N.A. is forwarding this information to you solely as Depositary and in accordance with the terms of the Deposit Agreement and disclaims any responsibility with respect to the accuracy or completeness of such information. Citibank, N.A. does not, and should not be deemed to, express any opinion with respect to the proposals to be considered at the Meeting. The rights and obligations of Holders and Beneficial Owners of ADSs, the Company and the Depositary are set forth in their entirety in the Deposit Agreement and are summarized in the ADRs. If you wish to receive a copy of the Deposit Agreement, please contact the Depositary at the number set forth below.
If you have any questions about the way in which Voting Instructions may be delivered to the Depositary, please contact Citibank, N.A. - ADR Shareholder Services at 1-877-CITI-ADR (1-877-248-4237).
Citibank, N.A., as Depositary |
Exhibit 99.2
15th Annual General Meeting
The Voting Instructions must be signed, completed and received at the indicated address prior to
10:00 A.M. (U.S. Eastern Time) on March 23, 2023 for action to be taken.
2023 VOTING INSTRUCTIONS | AMERICAN DEPOSITARY SHARES |
DoubleDown Interactive Co., Ltd. (the Company)
ADS CUSIP No.: |
25862B109. | |
ADS Record Date: |
December 30, 2022. | |
Meeting Specifics: |
15th Annual General Meeting to be held on Wednesday, March 29, 2023 at 11:00 a.m. (Korea Standard Time)/Tuesday, March 28, 2023 at 9:00 p.m. (U.S. Eastern Time) at meeting room, 13th Floor, 152 Teheran-ro, Gangnam-gu, Seoul, Korea (the Meeting). Holders of American Depositary Shares (ADSs), each representing 0.05 share of a common share, may not attend in person or vote at the Meeting. Instead, holders of record of ADSs as of the ADS Record Date shall instruct Citibank, N.A., the depositary of the ADSs (the Depositary), as to how to vote the common shares represented by the ADSs. | |
Meeting Agenda: |
Please refer to the Companys Notice of Meeting enclosed herewith. | |
Depositary: |
Citibank, N.A. | |
Deposit Agreement: |
Deposit Agreement, dated as of September 2, 2021. | |
Deposited Securities: |
Common Shares, par value 10,000 Won per share, of the Company. | |
Custodian: |
Korea Securities Depository. |
You, as the undersigned holder, as of the ADS Record Date, of the ADSs identified above, acknowledge receipt of a copy of the Depositarys Notice of Meeting and by signing the reverse hereof, irrevocably authorize and direct the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by your ADSs in the manner indicated on the reverse side hereof.
Pursuant to Section 4.10 of the Deposit Agreement, voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holders ADSs in accordance with such voting instructions. If the Depositary does not receive voting instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities, and the Depositary shall give a discretionary proxy to such person; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (a) the Company does not wish such proxy to be given, (b) substantial opposition exists, or (c) the rights of holders of Deposited Securities may be adversely affected.
Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise contemplated in Section 4.10 of the Deposit Agreement). Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holders ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such voting instructions.
Please indicate on the reverse side hereof how the Deposited Securities are to be voted.
The Voting Instructions must be marked, signed and returned on time in order to be counted.
By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the Voting Instructions contained herein.
Proposals
1) | Proposal No. 1: Approval of the consolidated financial statements for the fiscal year ended December 31, 2022 |
2) | Proposal No. 2 (Shareholder Proposal): Approval of the declaration of a cash dividend in the aggregate amount of $50,000,000 as proposed by STIC Special Situation Diamond Limited |
3) | Proposal No. 3: Approval of the amendment to the Companys Articles of Incorporation |
4) | Proposal No. 4: Election of independent directors |
No. 4-1: Election of Yanghoon Cho as an independent director
No. 4-2: Election of Jaesung Chung as an independent director
5) | Proposal No. 5: Approval of the remuneration limit for independent directors and executive officers |
6) | Proposal No. 6: Ratification of the appointment of Samil PricewaterhouseCoopers as the independent registered public accounting firm of the Company for the fiscal years ending December 31, 2023, December 31, 2024, and December 31, 2025 |
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Issues | DoubleDown Interactive Co., Ltd. | ||||||||
For |
Against |
Abstain |
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Resolution 1 | ☐ | ☐ | ☐ | |||||||
Resolution 2 | ☐ | ☐ | ☐ | |||||||
Resolution 3 | ☐ | ☐ | ☐ | |||||||
Resolution 4-1 | ☐ | ☐ | ☐ | |||||||
Resolution 4-2 | ☐ | ☐ | ☐ | |||||||
Resolution 5 | ☐ | ☐ | ☐ | |||||||
Resolution 6 | ☐ | ☐ | ☐ |
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Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed. |
If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give voting instructions FOR the unmarked issue.
Please be sure to sign and date this Voting Instructions Card.
Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed by a corporation should be in full name by a duly authorized officer with full title as such.
Signature 1 - Please keep signature within the line | Signature 2 - Please keep signature within the line | Date (mm/dd/yyyy) | ||||||
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