Definitive Healthcare Corp.

8-K · dh-20260604.htm iXBRL

0001861795 2026-06-04 2026-06-04

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549

 FORM 8-K
  
 Current Report
 Pursuant to Section 13 or 15(d)
 of the Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported):
 June 4, 2026
  
 Definitive Healthcare Corp.
 (Exact name of registrant as specified in its charter)

 Commission File Number 001-40815

  

  

  

 Delaware

  

 86-3988281

 (State
of Incorporation)

  

 (IRS Employer
Identification No.)

  

 492 Old Connecticut Path, Suite 401

  

  

 Framingham , Massachusetts 01701

  

  

 (Address of Principal Executive Offices)

  

 508 720-4224

 Registrant’s telephone number, including area code

 Not Applicable

 (Former Name or Former Address, if Changed Since Last Report)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 Securities registered pursuant to Section 12(b) of the Act:

 Title of Each Class

 Trading
Symbol

 Name of Each Exchange on Which Registered

 Class A Common Stock, $0.001 par value

 DH

 The Nasdaq Stock Market LLC

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 Emerging growth company ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

 Item 5.07 Submission of Matters to a Vote of Security Holders.
 On June 4, 2026, Definitive Healthcare Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the close of business on April 13, 2026, the record date for determination of stockholders entitled to vote at the Annual Meeting, there were 105,456,979 shares of Class A common stock and 38,225,333 shares of Class B common stock of the Company issued and outstanding. At the Annual Meeting, the stockholders of the Company (i) elected each of the Company’s nominees for Class II directors, each to serve a three-year term expiring at the 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal; (ii) ratified the selection of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2026; (iii) approved an amendment to the Definitive Healthcare Corp. 2021 Equity Incentive Plan (the “2021 Plan”), to increase the number of shares of Class A common stock, par value $0.001 per share (“Common Stock”) that we will have authority to grant under the 2021 Plan by 15,000,000 from 30,972,789 to 45,972,789; and (iv) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. A more complete description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 23, 2026 (the “Proxy Statement”). The final results are set forth below.
 Proposal 1 – Election of Directors
 The stockholders elected each of the three nominees named below as Class II directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The results of such vote were:

 Director Nominee

  

 For

  

  

 Withheld

  

  

 Broker Non-Votes

  

 Chris Egan

  

  

 115,632,170

  

  

  

 5,879,043

  

  

  

 10,023,267

  

 Sastry Chilukuri

  

  

 114,385,076

  

  

  

 7,126,137

  

  

  

 10,023,267

  

 Samuel A. Hamood

  

  

 118,977,114

  

  

  

 2,534,099

  

  

  

 10,023,267

  

 Proposal 2 – Ratification of Selection of Independent Public Registered Accounting Firm
 The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The results of such vote were:

 For

  

  

 Against

  

  

 Abstain

  

  

 130,745,809

  

  

  

 726,699

  

  

  

 61,972

  

 Proposal 3 – Share Increase Proposal
 The stockholders approved an amendment to the 2021 Plan, to increase the number of shares of Common Stock that we will have authority to grant under the 2021 Plan by 15,000,000 from 30,972,789 to 45,972,789. The results of such vote were:

 For

  

  

 Against

  

  

 Abstain

  

  

 Broker Non-Votes

  

  

 105,140,642

  

  

  

 16,351,580

  

  

  

 18,991

  

  

  

 10,023,267

  

 Proposal 4 – Advisory Vote on Executive Compensation
 The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The results of such vote were:

 For

  

  

 Against

  

  

 Abstain

  

  

 Broker Non-Votes

  

  

 108,811,271

  

  

  

 12,680,719

  

  

  

 19,223

  

  

  

 10,023,267

  

  
  

 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.
  

  

 DEFINITIVE HEALTHCARE CORP.

  

  

  

 Date: June 5, 2026

 By:

 /s/ Jonathan Paris

  

 Name:

 Jonathan Paris

  

 Title:

 Chief Legal Officer