Trade Desk, Inc.

DEF 14A 1 d11547ddef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

LETTER FROM THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS

To our stockholders:

As directors and Class A stockholders, we are proud of The Trade Desk’s exceptional marketplace performance. We operate in an industry that has challenged many and are proud of our track record and the returns we have provided to stockholders since becoming a public company in 2016. Our ad tech platform empowers advertisers to make data-driven decisions to determine the most compelling content and support the most effective channels and strategies to help them reach their target audiences.

We have outperformed otherad-tech enterprises during our tenure with a unique approach and dedication to our customers. This is in large part attributable to the foresight, vision and grit of our founder, Jeff Green. Jeff has repeatedly seen around industry corners, ahead of the pack and well before the paths to success were obvious. While the company excels thanks to the efforts of all our talented employees, we believe Jeff has demonstrated an unmatched ability to anticipate and adapt to shifts in the industry’s landscape and to steer the company toward promising opportunities. We believe this kind of adept leadership is critically important as AI completely reshapes the industry landscape.

Jeff is a visionary leader who attracts high-performing individuals and valuable clients to the company. We would not enjoy the enviable industry position we hold today without our strong team, powerful products, effective customer service and especially our founder’s vision and agility to drive our strategies forward.

While the future is always uncertain, we believe our continued ability to outpace even our much larger competitors depends not only on the strength of the team, but in particular, on Jeff’s leadership. His depth of industry expertise, foresight and agility to act quickly and decisively to changing industry conditions, technological advances, regulatory changes and opportunities has enabled The Trade Desk to forge the leadership position it now enjoys in the ad tech space.

We offer this letter and attached proxy statement as context for the ask we have of you to retain our current dual class capitalization structure. In 2020, when faced with the uncertainty around termination of that structure, our board of directors and stockholders approved an amendment to extend the terms so that Jeff could continue to have advantaged voting for an incremental five years. Since then, and under his leadership as the company’s Chief Executive Officer, President and Chairman, The Trade Desk has accelerated its impressive trajectory of industry success and outperformance.

To be specific, since the 2020 dual class extension, the company delivered strong returns to stockholders while facing fierce headwinds from much larger competitors. While The Trade Desk’s share price stumbled in early 2025, the team’s unfettered, quick and decisive action propelled the company and the stock to rebound faster than any industry forecasts, demonstrating the zeal with which the team tackles challenges. This relentless drive to excel was evident throughout the extension period, as we launched industry-leading products and updates, meaningful new partnerships and a flurry of AI-powered innovations, most recently at Cannes Lions. Furthermore, we have demonstrated our alignment with our long-term stockholders by repurchasing $1.3 billion of our shares from February 2023 through March 31, 2025.

In light of that record, the board of directors has periodically considered the implication of both the termination and the continuation of our dual class structure. After evaluating the industry landscape and various scenarios, we concluded that it is in the best interest of all of our stockholders to stay the course that has served us so well to date by again asking to keep the Class A and B structure in place.

Recognizing the complexity of the issue and its importance to the company and our stockholders, the board of directors established a special committee of independent directors to evaluate potential modifications to the Class A and B structure and to recommend the best path forward. In that spirit, the full board resolved, and separately, Mr. Green committed to proceed with the recommendation of this committee.

With a thorough process and the assistance of both legal/corporate governance and financial advisors, the committee proposed the amendment detailed in this proxy statement. In short, if the amendment to the company’s current articles of incorporation is approved, the dual class structure will remain in place for an additional ten years, through December 22, 2035. We believe this extension will enable the company to nimbly execute its strategic plans through the market’s gyrations, while making decisions and investments for the long haul, regardless of potential short-term impact, and always in the best interest of the company and its stockholders.

We thank you and appreciate your continued support.

The Special Committee of the Board of Directors of The Trade Desk, Inc.

Lise Buyer

Andy Cunningham

Alex Kayyal

The Trade Desk, Inc.

42 N. Chestnut Street

Ventura, California 93001

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held September 16, 2025

To our stockholders:

You are cordially invited to attend a special meeting of stockholders (as it may be adjourned, continued or postponed from time to time, the “Special Meeting”) of The Trade Desk, Inc. (the “Company,” “The Trade Desk,” “we” or “our”) to be held virtually on September 16, 2025, at 8:00 a.m. Pacific Time. You can attend the Special Meeting via the Internet, vote your shares electronically and submit your questions during the Special Meeting, by visiting www.virtualshareholdermeeting.com/TTD2025SM (there is no physical location for the Special Meeting). You will need to have your** **16-Digit Control Number included on your Notice of Internet Availability of Proxy Materials (the “Notice”), on your proxy card (if you received a printed copy of the proxy materials) or on the instructions that accompanied your proxy materials to join the Special Meeting.

We are holding the Special Meeting for the following purposes:

If you owned our Class A common stock or Class B common stock at the close of business on July 21, 2025, you may attend and vote at the Special Meeting. A list of stockholders eligible to vote at the Special Meeting will be available for review during our regular business hours at our headquarters in Ventura, California for a period of ten days ending on the day prior to the Special Meeting for any purpose related to the Special Meeting. On or about July 24, 2025, we expect to mail to our stockholders the Notice containing instructions on how to access our proxy statement for the Special Meeting (the “Proxy Statement”). The Proxy Statement can be accessed directly at the following Internet address: www.proxyvote.com. All you have to do is enter the control number located on your Notice or proxy card.

Your vote is important. Whether or not you plan to attend the Special Meeting, I hope that you will vote as soon as possible. You may vote your shares via a toll-free telephone number or over the Internet. You may also submit your proxy card or voting instruction card for the Special Meeting by completing, signing, dating and returning your proxy card or voting instruction card in the envelope provided. Any stockholder of record attending the Special Meeting may vote during the Special Meeting, even if you have already returned a proxy card or voting instruction card.

Thank you for your ongoing support of The Trade Desk.

Sincerely,

Jeff T. Green

Chairman and Chief Executive Officer

Ventura, California

July 24, 2025

YOUR VOTE IS IMPORTANT

ALL STOCKHOLDERS ARE INVITED TO ATTEND THE SPECIAL MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE VOTE AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE SPECIAL MEETING. PLEASE NOTE THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE SPECIAL MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.

SPECIAL MEETING OF STOCKHOLDERS

PROXY STATEMENT