UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2022
Commission File Number 001-39349
DoubleDown Interactive Co., Ltd.
(Exact name of registrant as specified in its charter)
Joseph A. Sigrist, Chief Financial Officer
c/o DoubleDown Interactive, LLC
605 5th Avenue, Suite 300
Seattle, WA 98104
+1-206-408-4545
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Convocation of Extraordinary General Meeting of Shareholders
On July 19, 2022, the Board of Directors of DoubleDown Interactive Co., Ltd. (the “Company”) resolved to convene an extraordinary general meeting of shareholders (the “EGM”). The details of the EGM are as follows:
| • | Date and Time: August 26, 2022, 11:00 A.M. (Korea Standard Time) / August 25, 2022, 10:00 P.M. (Eastern Time, USA) |
| • | Who Can Attend: Holders of the Company’s common shares as of August 3, 2022 (the “Record Date”). Holders of American Depositary Share (“ADSs”), each representing 0.05 of a common share of the Company, as of the Record Date may not attend in person or vote at the EGM, and instead, will need to instruct Citibank, N.A., the depositary of the ADSs (the “Depositary”), as to how to vote the common shares represented by the ADSs. ADS holders who wish to attend the EGM or vote directly must cancel their respective ADSs in exchange for common shares of the Company, which cancellation and exchange must be completed prior to the Record Date, and therefore, will need to deliver their ADSs to the Depositary for cancellation with sufficient time prior to the Record Date to allow for the subsequent exchange of their ADSs for the underlying common shares before the Record Date. |
| • | Venue: Meeting room, 13th Floor, 152 Teheran-Ro, Gangnam-gu, Seoul |
| • | Methods of Attending: Holders of the ADSs should send Citibank, N.A., the depositary of the ADSs, their voting instructions using the ADS voting card as separately instructed. Citibank, N.A. expects to mail voting instructions to holders of the ADSs on or about August 11, 2022. |
| • | Proposals to be presented and considered at the EGM: |
| • | Proposal No. 1: Election of directors |
| i. | In Keuk Kim, Chief Executive Officer and Director |
| ii. | Joseph A. Sigrist, Chief Financial Officer and Director |
| iii. | Ki Chul Kim, Chief Data Officer and Director |
| iv. | Haenam Kim, Chief Marketing Officer and Director |
| • | Proposal No. 2: Election of Whanlim Kim as an Independent Director |
| • | Proposal No. 3: Approval of reduction of capital reserve in the amount of KRW 70,000,000,000 pursuant to Article 461-2 of the Korean Commercial Code. |
Agenda details
| 1) | Election of directors whose current terms expire in November 2022 for 3-year term expiring in 2025 |
| Name |
Date of Birth |
Term |
New |
Professional Experience |
Other
Positions | |||||
| In Keuk Kim | April 1978 | August 26, 2022 – August 25, 2025 |
No | • Chief Executive Officer, DoubleDown Interactive Co., Ltd.
• Chief Executive Officer, DoubleUDiamond, LLC
• Executive Director and Chief Strategy Officer, DoubleU Games Co., Ltd. |
• DoubleU Games Co., Ltd. | |||||
| Joseph A. Sigrist | March 1961 | August 26, 2022 – August 25, 2025 | No | • Chief Financial Officer, DoubleDown Interactive Co., Ltd.
• Senior Vice President, Global Product Development & Operations, International Game Technology PLC |
— | |||||
| Ki Chul Kim | October 1978 | August 26, 2022 – August 25, 2025 | No | • Chief Data Officer, DoubleDown Interactive Co., Ltd.
• Executive Director and Chief Marketing Officer, DoubleU Games Co., Ltd.
• Director, Hulab Co., Ltd. |
• DoubleU Games Co., Ltd. | |||||
| Haenam Kim | August 1978 | August 26, 2022 – August 25, 2025 | No | • Chief Marketing Officer, DoubleDown Interactive Co., Ltd.
• Chief Operating Officer, DoubleUDiamond, LLC
• Software Business Unit Sales Leader, IBM Collaboration and Talent Solutions |
— | |||||
| 2) | Election of new independent director for 3-year term ending in 2025 |
| Name |
Date of Birth |
Term |
New |
Professional Experience (including current position) |
Other
Positions | |||||
| Whanlim Kim | April 1982 | August 26, 2022 – August 25, 2025 | Yes | • Chief Executive Officer, A Driven, Inc.
• Chief Operating Officer, WiderPlanet, Co., Ltd.
• Chief Strategy Officer, DigitalFirst Inc.
• Chief Strategy Officer, IGA Works Inc. |
• A Driven, Inc.
• WiderPlanet , Co., Ltd.
• DigitalFirst Inc.
• IGA Works Inc. |
| 3) | Approval of reduction of capital reserve in the amount of KRW 70,000,000,000 pursuant to Article 461-2 of the Korean Commercial Code. |
Issuance of Press Release
On July 21, 2022, the Company issued a press release announcing the convocation of the EGM.
The press release is being furnished in this report on Form 6-K as Exhibit 99.1 pursuant to General Instruction B to the Form 6-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release of the Company, dated July 21, 2022 | |
SIGNATURES
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, thereunto duly authorized.
| DOUBLEDOWN INTERACTIVE CO., LTD. | ||||||
| Date: July 21, 2022 | By: | /s/ Joseph A. Sigrist | ||||
| Name: Joseph A. Sigrist | ||||||
| Title: Chief Financial Officer | ||||||
Exhibit 99.1
DoubleDown Interactive to Hold Extraordinary
General Meeting on August 26, 2022
SEATTLE, WASHINGTON – July 21, 2022 — DoubleDown Interactive Co., Ltd. (NASDAQ: DDI) (“DoubleDown” or the “Company”), a leading developer and publisher of digital social casino games, today announced that it will hold an extraordinary general meeting of shareholders (the “EGM”) at 152 Teheran-Ro, 13th floor, Gangnam-gu, Seoul on August 26, 2022 at 11:00 A.M., Korea Standard Time, or August 25, 2022 at 10:00 P.M. Eastern Time.
At the EGM, the Board of Directors of the Company (the “Board”) will present the following resolutions:
| • | to re-elect each of In Keuk Kim, Joseph A. Sigrist, Ki Chul Kim, and Haenam Kim (each a current director of the Company with a term expiring in November 2022 and prior to the Company’s next Annual General Meeting in 2023), as a director of the Company for a new three-year term commencing on August 26, 2022 and ending on August 25, 2025; |
| • | to elect Whanlim Kim as a non-executive independent director of the Company for a three-year term commencing August 26, 2022 and ending on August 25, 2025; and |
| • | to approve the reduction of the Company’s capital reserve in the amount of KRW 70,000,000,000 pursuant to Article 461-2 of the Korean Commercial Code. |
The Board has fixed the close of business on August 3, 2022, U.S. Eastern Time, as the record date (the “Record Date”) for determining the shareholders entitled to receive notice and to attend and vote at the EGM or any adjourned or postponed meeting thereof pursuant to the articles of incorporation of the Company currently in effect. Holders of American Depositary Share (“ADSs”), each representing 0.05 of a common share of the Company, who wish to attend the EGM in person or vote at the EGM, must deliver their ADSs to Citibank, N.A., the depositary of ADSs (the “Depositary”), for cancellation of and exchange their ADSs for the underlying common shares, which cancellation and exchange must be completed prior to the Record Date. Otherwise, holders of ADSs as of the Record Date may not attend in person or vote at the EGM, and instead, will need to instruct the Depositary as to how to vote the common shares represented by the ADSs following receipt of a notice and voting instructions from the Depositary, which will be mailed on or about August 11, 2022.
The Company’s two additional non-executive independent directors, Yanghoon Cho and Jaesung Chung, are not up for re-election at this time. Their current three-year terms will expire in May 2023. If elected by the requisite vote of the shareholders at the EGM, the Board expects to appoint Whanlim Kim as the third independent director on the Audit Committee.
About DoubleDown Interactive
DoubleDown Interactive Co., Ltd. is a leading developer and publisher of digital games on mobile and web-based platforms. We are the creators of multi-format interactive entertainment experiences for casual players, bringing authentic Vegas entertainment to players around the world through an online social casino experience. Our flagship title, DoubleDown Casino, has been a fan-favorite game on leading social and mobile platforms for years, entertaining millions of players worldwide with a lineup of classic and modern games.
Company Contact:
Joe Sigrist
ir@doubledown.com
+1 (206) 773-2266
Chief Financial Officer
https://www.doubledowninteractive.com
Investor Relations Contact:
Cody Slach or Jeff Grampp, CFA
Gateway Group
1-949-574-3860
DDI@gatewayir.com