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Shareholders at Digimarc (NASDAQ: DMRC) approve merger reorganization and elect full board

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Digimarc Corporation reported results of its annual shareholder meeting held on April 30, 2026. Shareholders approved an Agreement and Plan of Reorganization, including the related Agreement and Plan of Merger, with 15,133,305 votes in favor, 188,478 against and 105,252 abstentions, plus 3,806,476 broker non-votes.

A quorum was reached, with 19,233,511 shares, or 87% of outstanding shares, represented in person or by proxy. All eight director nominees were elected. Shareholders ratified KPMG LLP as independent registered public accounting firm for 2026 and supported executive compensation in an advisory vote. They also approved the potential adjournment of the meeting, if necessary.

Positive

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Negative

  • None.

Insights

Shareholders backed merger-related reorganization and routine governance items.

Digimarc shareholders approved an Agreement and Plan of Reorganization, including a merger agreement, which is a significant corporate step typically tied to a strategic transaction or restructuring. The filing lists only vote outcomes, without economic or strategic terms.

Support was broad: 15.1 million votes in favor of the reorganization, and all director nominees were elected with substantial majorities. Auditor ratification and say-on-pay also passed, indicating general shareholder alignment with the board and management. The actual impact will depend on the specific merger terms described in other company disclosures.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented at meeting 19,233,511 shares 87% of outstanding shares at April 30, 2026 annual meeting
Quorum percentage 87% Portion of outstanding shares represented at the annual meeting
Reorganization approval votes for 15,133,305 votes Agreement and Plan of Reorganization and related merger agreement
Auditor ratification votes for 18,970,980 votes Ratification of KPMG LLP as auditor for year ending December 31, 2026
Say-on-pay votes for 13,726,756 votes Advisory approval of executive compensation
Adjournment approval votes for 14,913,107 votes Proposal to approve adjournment of the annual meeting, if necessary
Agreement and Plan of Reorganization regulatory
"The vote to approve an agreement and plan of reorganization, including the agreement and plan of merger attached thereto, received 15,133,305 votes..."
An agreement and plan of reorganization is a formal roadmap negotiated between a financially distressed company and its creditors that explains how debts, assets and ownership will be restructured so the business can continue operating. For investors it’s the document that determines who gets paid, what claims are reduced or converted into new shares, and how much existing equity may be wiped out or diluted — like a household rearranging bills and mortgages to stay solvent while deciding who gets repaid and how.
Agreement and Plan of Merger regulatory
"approve an agreement and plan of reorganization, including the agreement and plan of merger attached thereto, received 15,133,305 votes in favor..."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
broker non-votes financial
"received 15,133,305 votes in favor, 188,478 votes against, 105,252 abstentions and 3,806,476 broker non-votes."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified..."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory vote to approve executive compensation financial
"Proposal 4: Advisory Vote to Approve Executive Compensation The nonbinding advisory vote to approve compensation paid to the Company’s executive officers received 13,726,756 votes..."
Understanding 8-K Material Events →
false 0001438231 0001438231 2026-04-30 2026-04-30
 
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): April 30, 2026
 
 
DIGIMARC CORPORATION
(Exact name of registrant as specified in its charter)
 
 
Oregon
  
001-34108
  
26-2828185
(State or other jurisdiction
of incorporation)
  
(Commission
File No.)
  
(IRS Employer
Identification No.)
 
8500 SW Creekside Place, Beaverton Oregon 97008
(Address of principal executive offices) (Zip Code)
 
(503) 469-4800
(Registrant’s telephone number, including area code)
 
 
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 (see General Instruction A.2. below):
 
☐
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
Common Stock, $0.001 Par Value Per Share
  
DMRC
  
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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
 
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
 
(a) The Company held its annual meeting of shareholders (the “Annual Meeting”) on April 30, 2026.
 
(b) At the Annual Meeting, 19,233,511 shares were represented to vote either in person or by proxy, or 87% of the outstanding shares, which constituted a quorum. The final results of voting for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:
 
Proposal 1: Vote to Approve an Agreement and Plan of Reorganization, including the Agreement and Plan of Merger Attached Thereto
 
The vote to approve an agreement and plan of reorganization, including the agreement and plan of merger attached thereto, received 15,133,305 votes in favor, 188,478 votes against, 105,252 abstentions and 3,806,476 broker non-votes.
 
Proposal 2: Election of Directors
 
Lashonda Anderson-Williams, Rishi Bajaj, Sheila Cheston, Sandeep Dadlani, Katie Kool, Riley McCormack, Dana Mcilwain, and Michael Park were elected as directors for a term of one year. The voting for each director was as follows:
 
 
 
 
 
 
 
 
 
 
 
Broker
 
 
 
For
 
 
Withheld
 
 
Non-Votes
 
Lashonda Anderson-Williams
 
 
15,001,315
 
 
 
425,720
 
 
 
3,806,476
 
Rishi Bajaj     14,991,746       435,289       3,806,476  
Sheila Cheston
 
 
14,987,391
 
 
 
439,644
 
 
 
 3,806,476
 
Sandeep Dadlani
 
 
14,999,749
 
 
 
427,286
 
 
 
 3,806,476  
Katie Kool
 
 
14,891,076
 
 
 
535,959
 
 
 
 3,806,476  
Riley McCormack
 
 
14,400,402
 
 
 
1,026,633
 
 
 
 3,806,476
 
Dana Mcilwain     15,009,835       417,200       3,806,476  
Michael Park
 
 
15,097,588
 
 
 
329,447
 
 
 
 3,806,476
 
 
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm
 
The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified with 18,970,980 votes in favor, 223,954 votes against and 38,577 abstentions.
 
Proposal 4: Advisory Vote to Approve Executive Compensation
 
The nonbinding advisory vote to approve compensation paid to the Company’s executive officers received 13,726,756 votes in favor, 1,543,072 votes against, 157,207 abstentions and 3,806,476 broker non-votes.
 
Proposal 5: Vote to Approve Adjournment of the Annual Meeting, if Necessary
 
The vote to approve the adjournment of the Annual Meeting, if necessary, received 14,913,107 votes in favor, 461,271 votes against, 52,657 abstentions and 3,806,476 broker non-votes.
 
 
 
 
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: April 30, 2026
 
   
By:
  
/s/ Charles Beck
        Charles Beck
       
Executive Vice President, Chief Financial
Officer and Secretary
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What did Digimarc (DMRC) shareholders approve at the April 30, 2026 meeting?

Shareholders approved an Agreement and Plan of Reorganization, including a related merger agreement. They also elected all eight director nominees, ratified KPMG LLP as independent auditor for 2026, approved executive compensation on an advisory basis, and authorized potential adjournment of the meeting if needed.

How many Digimarc (DMRC) shares were represented at the 2026 annual meeting?

19,233,511 shares were represented, equal to 87% of outstanding shares. This high participation level, in person or by proxy, meant a valid quorum was present, allowing all proposals to be properly voted on and the results to be considered binding under the company’s governance rules.

Which directors were elected at Digimarc’s 2026 annual shareholder meeting?

Eight directors were elected for one-year terms. The board members are Lashonda Anderson-Williams, Rishi Bajaj, Sheila Cheston, Sandeep Dadlani, Katie Kool, Riley McCormack, Dana Mcilwain, and Michael Park, each receiving a majority of votes cast, with separate broker non-votes reported for each seat.

Did Digimarc (DMRC) shareholders ratify the company’s independent auditor for 2026?

Yes. Shareholders ratified KPMG LLP as independent registered public accounting firm for 2026. The vote received 18,970,980 votes in favor, 223,954 against, and 38,577 abstentions, signaling strong overall support for KPMG’s continued role in auditing the company’s financial statements.

How did Digimarc (DMRC) shareholders vote on executive compensation in 2026?

Executive compensation received majority support in a nonbinding advisory vote. The proposal earned 13,726,756 votes in favor, 1,543,072 against, 157,207 abstentions, and 3,806,476 broker non-votes, indicating shareholders generally accepted the company’s pay practices for its executive officers.

Was the adjournment proposal approved at the Digimarc 2026 annual meeting?

Yes. Shareholders approved the potential adjournment of the annual meeting, if necessary. This proposal received 14,913,107 votes in favor, 461,271 against, and 52,657 abstentions, plus 3,806,476 broker non-votes, giving the company flexibility to adjourn if additional time were required.

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