---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-23-014223"
form_type: "8-K"
ticker: "DMRC"
cik: "0001438231"
company_name: "Digimarc CORP"
filed_at: "2023-05-12T23:59:59+00:00"
generated_at: "2026-06-15T02:22:10.698834+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Digimarc shareholders elect all six director nominees, ratify KPMG, approve say-on-pay and incentive plan amendments

## Summary
- All six director nominees elected with ~98% of votes cast in favor (for vs. withheld).
- KPMG LLP ratified as auditor for FY2023: 16,085,922 for, 121,120 against.
- Advisory vote on executive compensation approved: 11,978,390 for, 342,324 against.
- Advisory vote on frequency of say-on-pay set at every year: 12,143,740 votes for one year.
- Amendments to the 2018 Incentive Plan approved: 12,087,101 for, 247,058 against.

## SEC filing metadata
- accession: 0001437749-23-014223
- form_type: 8-K
- ticker: DMRC
- cik: 0001438231
- company_name: Digimarc CORP
- filed_at: 2023-05-12T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1438231/000143774923014223/0001437749-23-014223-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1438231/000143774923014223/dmrc20230502_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-23-014223
- JSON: https://secwatch.observer/filing/0001437749-23-014223.json
- Plain text: https://secwatch.observer/filing/0001437749-23-014223.txt

## Key facts
- Shareholder Votes
  Digimarc CORP shareholders approved Election of Directors at the 2023-05-10 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: Proposal 1: Election of Directors Alicia Syrett, Milena Alberti-Perez, Sandeep Dadlani, Katie Kool, Riley McCormack, and Andrew J. Walter were elected as directors for a term of one year. The voting for each director was as follows: Broker For Withheld Non-Votes Alicia Syrett 12,150,402 222,228 3,387,003 Milena Alberti-Perez 12,188,811 183,819 3,387,003 Sandeep Dadlani 12,204,660 167,970 3,387,003 Katie Kool 12,166,758 205,872 3,387,003 Riley McCormack 12,232,654 139,976 3,387,003 Andrew J. Walter 12,204,698 167,932 3,387,003
  evidence_url: https://www.sec.gov/Archives/edgar/data/1438231/000143774923014223/0001437749-23-014223-index.htm
- Shareholder Votes
  Digimarc CORP shareholders approved Advisory Vote to Approve Executive Compensation at the 2023-05-10 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: Proposal 3: Advisory Vote to Approve Executive Compensation The nonbinding advisory vote to approve compensation paid to the Company's executive officers received 11,978,390 votes in favor, 342,324 votes against, 51,916 abstentions and 3,837,003 broker non-votes.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1438231/000143774923014223/0001437749-23-014223-index.htm
- Shareholder Votes
  Digimarc CORP shareholders approved Advisory Vote on Frequency of Advisory Vote on Executive Compensation at the 2023-05-10 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: Proposal 4 : Advisory Vote on Frequency of Advisory Vote on Executive Compensation The nonbinding advisory vote on the frequency of shareholders casting advisory votes on named executive officer compensation resulted in 12,143,740 votes for every year, 17,285 votes for every two years, 174,700 votes for every three years and 36,905 abstentions.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1438231/000143774923014223/0001437749-23-014223-index.htm
- Shareholder Votes
  Digimarc CORP shareholders approved Ratification of the Appointment of Independent Registered Public Accounting Firm at the 2023-05-10 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: Proposal 2: 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, 2023 was ratified with 16,085,922 votes in favor, 121,120 votes against and 2,591 abstentions.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1438231/000143774923014223/0001437749-23-014223-index.htm
- Shareholder Votes
  Digimarc CORP shareholders approved Approval of the Amendments to the Digimarc Corporation 2018 Incentive Plan at the 2023-05-10 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: Proposal 5 : Approval of the Amendments to the Digimarc Corporation 2018 Incentive Plan The nonbinding advisory vote to amend the Digimarc Corporation 2018 Incentive Plan received 12,087,101 votes in favor, 247,058 votes against, 38,471 abstentions and 3,837,003 broker non-votes.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1438231/000143774923014223/0001437749-23-014223-index.htm

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