UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 16, 2023, the Board of Directors (the “Board”) of Direct Digital Holdings, Inc. (the “Company”) appointed Mistelle Locke to its Board and increased the size of its Board from four (4) to five (5) directors in connection with her appointment. The appointment was made based upon the recommendation of the Nominating and Corporate Governance Committee of the Board. Ms. Locke will serve as the Chair of the Board’s Compensation Committee and as a member of the Board’s Audit Committee and Nominating and Corporate Governance Committee.
Ms. Locke shall be entitled to annual cash compensation in accordance with the Company’s director compensation program as set forth in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022 prorated for the portion of the year remaining.
There are no arrangements or understandings between Ms. Locke and any other person pursuant to which he was selected to serve on the Board. There are no transactions in which the Company or any of its subsidiaries is a party and in which Ms. Locke has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
On January 18, 2023, the Company issued a press release announcing the appointment of Ms. Locke to the Board as a director. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated into this Item 5.02 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| EXHIBIT INDEX | ||
| Exhibit No. | Description | |
| 99.1 | Press Release issued on January 18, 2023 | |
| 104 | The Cover Page from this Current Report on Form 8-K, Formatted in Inline XBRL | |
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.
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January 18, 2023 |
Direct Digital Holdings, Inc. (Registrant) |
| /s/ Susan Echard | |
| Susan Echard | |
| Chief Financial Officer and Corporate Secretary |