UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 7, 2024, Integral Ad Science Holding Corp. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). The proposals considered at the Annual Meeting are described in the Company’s 2024 Proxy Statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 3, 2024. The final voting results for each of the proposals submitted to a vote of the Company’s shareholders are set forth below:
Proposal No. 1: Election of directors.
The Company’s shareholders elected the following nominees for director to serve as Class III directors for a term expiring at the Company’s 2027 annual meeting of shareholders and until their successors are duly elected and qualified.
| Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||
| Bridgette Heller |
97,885,008 | 18,956,343 | 32,943,764 | |||
| Christina Lema |
96,571,350 | 20,270,001 | 32,943,764 | |||
| Jill Putman |
97,875,996 | 18,965,355 | 32,943,764 |
Proposal No. 2: Proposal to approve, on a non-binding advisory basis, the frequency of future shareholder advisory votes on the compensation of the Company’s named executive officers.
By the vote described below, the Company’s shareholders approved, on a non-binding advisory basis, to hold future advisory votes on the compensation of the Company’s named executive officers (“Say-on-Pay Votes”) every one year.
| 1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes | ||||
| 113,854,755 | 7,537 | 2,905,878 | 73,181 | 32,943,764 |
Considering the shareholders’ non-binding approval to hold future Say-on-Pay Votes every one year, the Company’s board of directors (the “Board”) has determined that future Say-on-Pay Votes will be conducted every one year. The Board will re-evaluate this determination after the next required shareholder advisory vote on the frequency of future Say-on-Pay Votes (which will be at the Company’s 2030 annual meeting of shareholders, unless presented earlier).
Proposal No. 3: Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
By the vote described below, the Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 111,210,359 | 5,529,607 | 101,385 | 32,943,764 |
Proposal No. 4: Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
By the vote described below, the Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
| Votes For |
Votes Against |
Abstentions | ||
| 149,260,167 | 447,969 | 76,979 |
SIGNATURE
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 hereunto duly authorized.
Date: May 9, 2024
| INTEGRAL AD SCIENCE HOLDING CORP. | ||
| By: | /s/ Tania Secor | |
| Name: | Tania Secor | |
| Title: | Chief Financial Officer (Principal Financial Officer) | |