PubMatic Inc
For the period ended May 31, 2024. Filed Apr 18, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 31, 2024 · Filed Apr 18, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
| Check the appropriate box: | |||
|---|---|---|---|
| ☐ | | | Preliminary Proxy Statement |
| ☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | | | Definitive Proxy Statement |
| ☐ | | | Definitive Additional Materials |
| ☐ | | | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |||
|---|---|---|---|
| ☒ | | | No fee required. |
| ☐ | | | Fee paid previously with preliminary materials. |
| ☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AT 9:00 A.M. PACIFIC TIME ON FRIDAY, MAY 31, 2024
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the 2024 annual meeting of stockholders (the “Annual Meeting”) of PubMatic, Inc. (the “Company” or “PubMatic”) will be held via a virtual meeting on Friday, May 31, 2024 at 9:00 a.m. Pacific Time. You can attend the Annual Meeting via the internet and vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PUBM2024. You will need to have your 16-digit control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”) or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting.
The Company is holding the Annual Meeting to:
| (1) | Elect eight directors, each to serve until the 2025 annual meeting of stockholders and until his or her successor has been elected and qualified or until his or her earlier death, resignation, or removal; |
| (2) | Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| (3) | Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers; |
| (4) | Approve an amendment to the Company’s Restated Certificate of Incorporation to permit the exculpation of officers in certain circumstances permitted under Delaware law; and |
| (5) | Transact any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof. |
The Company’s board of directors has fixed the close of business on April 11, 2024 as the record date for the Annual Meeting (the “Record Date”). Only stockholders of record at the close of business on April 11, 2024 are entitled to receive notice of, and to vote at, the meeting and any adjournments thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
A list of stockholders entitled to vote at the Annual Meeting will be available upon request by any stockholder for any purpose relating to the Annual Meeting. Stockholders can request the list of stockholders through our investor relations website at https://investors.pubmatic.com/investor-relations.
On or about April 18, 2024, the Company expects to mail to its stockholders the Notice containing instructions on how to access the Company’s proxy statement and annual report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of the Company’s proxy materials by mail.
Your vote is important. Whether or not you expect to attend the Annual Meeting, the Company encourages you to read the proxy statement and vote through the Internet or by telephone, or to request, sign, and return your proxy card as soon as possible, so that your shares may be represented at the Annual Meeting. For specific instructions on how to vote your shares, please refer to the section entitled “General Proxy Information” in the proxy statement. Returning the proxy does not deprive you of your right to attend the virtual Annual Meeting and to vote your shares at the Annual Meeting.
PubMatic appreciates your continued support.
| | | By Order of the Board of Directors, |
| | | |
| | | Rajeev K. Goel |
| | | Chief Executive Officer |
April 18, 2024
Important Notice Regarding the Availability of Proxy Materials for the virtual Annual Meeting of Stockholders to be held on May 31, 2024: the Proxy Statement and our 2023 Annual Report on Form 10-K are available at https://investors.pubmatic.com/investor-relations.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.