Devolver Digital

Devolver Digital has initiated a new cycle of equity-based compensation under its 2022 Long Term Incentive Plan, granting 7,081,612 shares of common stock to employees across the organization. This allocation represents 1.5% of the company’s issued and outstanding share capital, bringing the total dilution from all outstanding share options and grants to 12.7%. The awards are structured to align employee incentives with shareholder value through a combination of Performance Stock Units and Restricted Stock Units, effective January 1, 2025.

The compensation structure utilizes a tiered vesting system, with Performance Stock Units subject to a three-year cliff and Restricted Stock Units subject to either two-year or three-year cliffs depending on the recipient's seniority. Performance-based vesting for the units is strictly tied to the achievement of organic revenue and EBITDA targets for the 2027 fiscal year. Specifically, Performance Stock Units only begin to vest once 90% of these financial targets are met, with full realization requiring 110% achievement. Senior management, including the Chief Financial Officer, face additional performance hurdles for their Restricted Stock Units, which will lapse entirely if EBITDA targets fall below 60%.

The distribution of these awards encompasses a broad range of staff, from senior management to general employees and contractors. Notably, the company’s co-founders—the CEO, COO, and CMO—are excluded from this equity grant, continuing their practice of receiving performance-linked cash bonuses tied to the same financial metrics as the broader management team. These measures reflect a strategic effort to incentivize long-term growth and operational performance within the independent video game publishing sector, ensuring that compensation remains contingent upon the attainment of ambitious, internally budgeted financial milestones.

The 2025 Annual General Meeting for Devolver Digital, Inc. served as a formal venue for shareholder voting on nine distinct corporate resolutions. Held on June 27, 2025, the meeting facilitated a comprehensive poll of member sentiment regarding the company’s governance and strategic direction. Computershare Investor Services PLC acted as the independent scrutineer, ensuring the accuracy and integrity of the voting process for all participating shareholders.

The voting results indicate overwhelming support for the majority of the proposed measures. Resolutions 1, 3, 4, and 5 achieved near-unanimous approval, with 99.99 percent of votes cast in favor. Resolution 6 also saw strong backing, with 99.17 percent of shareholders voting in favor. While all nine resolutions passed, a notable segment of the shareholder base expressed dissent regarding specific items. Resolutions 2, 7, 8, and 9 encountered higher levels of opposition, with approximately 5.88 percent and 9.39 percent of votes cast against these respective measures.

Total participation remained consistent across the agenda, with approximately 243.68 million votes cast per resolution. The data reflects a high level of engagement from the investor base, with withheld votes remaining negligible, totaling no more than 1,406 for any single resolution. These results confirm that the company maintains strong shareholder alignment on its primary governance objectives, despite the presence of minority opposition on specific, more contentious proposals. The findings provide a clear mandate for the board of directors to proceed with the approved corporate actions as of the June 2025 meeting date.