Definitive Healthcare (DH) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 4, 2026, with voting on four key proposals, including director elections, auditor ratification, an equity plan amendment, and a say-on-pay advisory vote.

• Stockholders of record as of April 13, 2026, are eligible to vote, with 105,456,979 Class A and 38,225,333 Class B shares outstanding, each with one vote per share.

• Voting can be done in person, by internet, telephone, or mail, and a majority in voting power constitutes a quorum.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class II directors for three-year terms expiring in 2029.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026.

• Proposal 3: Amendment to the 2021 Equity Incentive Plan to increase authorized shares by 15,000,000.

• Proposal 4: Advisory vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine directors in three staggered classes, with a majority deemed independent under Nasdaq standards.

• Nominating agreements allow Advent, Spectrum Equity, and Jason Krantz to nominate directors, with Spectrum's agreement terminated in April 2026.

• Board leadership is separated between Executive Chairman and CEO roles to enhance oversight.

• Committees include Audit, HCM & Compensation, and Nominating & Corporate Governance, all with independent members.

• Directors are required to tender resignations if they fail to receive a majority of votes in uncontested elections.