---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-024836"
form_type: "8-K"
ticker: null
cik: "0001838672"
company_name: "AdTheorent Holding Company, Inc."
filed_at: "2023-05-30T23:59:59+00:00"
generated_at: "2026-06-14T11:54:45.371422+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.25
confidence: "high"
source: SEC EDGAR
---

# AdTheorent shareholders approve officer liability amendment, elect directors at 2023 annual meeting

## Summary
- Shareholders elected Class II directors Vineet Mehra, Zia Uddin, and Shuangxiu Yu for three-year terms.
- Ratified BDO USA as independent auditor for fiscal 2023 with 67.9M votes for, 12.5K against.
- Approved amendment to certificate of incorporation to limit officer liability under Delaware law, effective May 25, 2023.
- Total shares outstanding at record date: 87,766,116; 68.0M shares voted on auditor ratification.

## SEC filing metadata
- accession: 0000950170-23-024836
- form_type: 8-K
- cik: 0001838672
- company_name: AdTheorent Holding Company, Inc.
- filed_at: 2023-05-30T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.25
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1838672/000095017023024836/0000950170-23-024836-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1838672/000095017023024836/adth-20230524.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-024836
- JSON: https://secwatch.observer/filing/0000950170-23-024836.json
- Plain text: https://secwatch.observer/filing/0000950170-23-024836.txt

## Key facts
- Governance Changes
  AdTheorent Holding Company, Inc.: Amended the Second Amended and Restated Certificate of Incorporation to limit officer liability in accordance with Delaware law (effective 2023-05-25).
  - Change: charter amendment
  - Effective: 2023-05-25
  source text: The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on May 25, 2023
  evidence_url: https://www.sec.gov/Archives/edgar/data/1838672/000095017023024836/0000950170-23-024836-index.htm
- Shareholder Votes
  AdTheorent Holding Company, Inc. shareholders approved Approval of amendment to Second Amended and Restated Certificate of Incorporation to limit liability of certain officers at the 2023-05-24 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: The approval of the amendment to the Company’s Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company : For Against Abstain Broker Non-Votes 52,629,885 657,621 16,027 14,682,978
  evidence_url: https://www.sec.gov/Archives/edgar/data/1838672/000095017023024836/0000950170-23-024836-index.htm
- Shareholder Votes
  AdTheorent Holding Company, Inc. shareholders approved Ratification of the appointment of BDO USA, LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-05-24 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: The ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023: For Against Abstain Broker Non-Votes 67,880,241 12,508 93,762 N/A
  evidence_url: https://www.sec.gov/Archives/edgar/data/1838672/000095017023024836/0000950170-23-024836-index.htm
- Shareholder Votes
  AdTheorent Holding Company, Inc. shareholders approved Election of three Class II director nominees at the 2023-05-24 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: The election of the three Class II director nominees to serve for a term of three years: Director Nominee For Withheld Broker Non-Votes Vineet Mehra 48,632,238 4,671,295 14,682,978 Zia Uddin 52,454,888 848,645 14,682,978 Shuangxiu Yu 52,463,557 839,976 14,682,978
  evidence_url: https://www.sec.gov/Archives/edgar/data/1838672/000095017023024836/0000950170-23-024836-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.