DoubleVerify Holdings shareholders approved the company’s merger agreement with Neptune BidCo US, clearing a major step toward a change in ownership. If the transaction closes, DoubleVerify will become a wholly owned subsidiary of Neptune BidCo’s parent.
The vote took place at a special meeting on Oct. 29, with about 80.7% of eligible shares represented. The vote does not itself complete the merger; completion remains subject to the agreement’s conditions.
Key details
- Merger agreement approved: 118,218,914 shares voted in favor, 7,592,263 against and 214,454 abstained.
- Ownership change upon closing: Under the agreement, a subsidiary of Neptune BidCo will merge into DoubleVerify. DoubleVerify will survive the merger as a wholly owned subsidiary of Neptune BidCo’s parent.
- Executive compensation received advisory approval: Shareholders also approved, on a non-binding basis, merger-related compensation for the named executive officers. The vote was 117,478,148 for, 8,327,271 against and 220,212 abstentions.
- Adjournment proposal was unnecessary: Shareholders approved the option to adjourn the meeting if needed, but the proposal became moot because enough votes were available to approve the merger agreement. The tally was 119,885,131 for, 5,744,253 against and 396,247 abstentions.
What changes: Shareholder approval removes the need for further shareholder action to adopt the merger agreement. Control will pass to Neptune BidCo’s parent only if the transaction closes; the vote alone does not transfer ownership. The announcement provides no purchase price or closing date.