UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): June 1, 2022
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 1, 2022, PubMatic, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, there were present, in person or by proxy, holders of 34,834,732 shares of the Company’s Class A common stock and Class B common stock collectively, or approximately 66.92% of the total outstanding shares entitled to vote at the Annual Meeting, which constituted a quorum for the transaction of business. The holders present voted on the four proposals presented at the Annual Meeting as follows:
Proposal One – Election of Directors
The Company’s stockholders approved the election of five directors, each to serve for a one-year term expiring at the 2023 Annual Meeting of Stockholders and until such director’s successor is elected and qualified, by the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Cathleen Black | 99,272,302 | 5,535,599 | 11,379,794 | |||||||||||||||||
| W. Eric Carlborg | 99,642,439 | 5,165,462 | 11,379,794 | |||||||||||||||||
| Susan Daimler | 97,966,905 | 6,840,996 | 11,379,794 | |||||||||||||||||
| Amar K. Goel | 99,332,013 | 5,475,888 | 11,379,794 | |||||||||||||||||
| Rajeev K. Goel | 99,649,623 | 5,158,278 | 11,379,794 | |||||||||||||||||
Proposal Two – Ratification of Appointment of Independent Registered Accounting Firm
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the year ending December 31, 2022 by the following votes:
| Votes For | Votes Against | Abstentions | ||||||||||||
116,050,424 | 109,161 | 28,110 | ||||||||||||
Proposal Three – Advisory Vote on the Compensation of the Named Executive Officers
The Company’s stockholders approved, on an advisory basis, the compensation paid by the Company to its named executive officers, by the following votes:
| Votes For | Votes Against | Abstentions | ||||||||||||
96,437,590 | 7,749,774 | 620,537 | ||||||||||||
Proposal Four – Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Named Executive Officers
The Company’s stockholders approved, on an advisory basis, one year as the frequency for holding future advisory votes to approve the compensation of the Company’s named executive officers. Based on these results and consistent with the Company’s recommendation, the Company’s board of directors has determined that the Company will conduct future advisory votes regarding the compensation of its named executive officers every year. This policy will remain in effect until the next required stockholder vote on the frequency of advisory votes on the compensation of named executive officers.
| One Year | Two Years | Three Years | Abstentions | |||||||||||||||||
104,650,424 | 34,036 | 66,012 | 57,429 | |||||||||||||||||
SIGNATURE
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 hereunto duly authorized.
| PUBMATIC, INC. | |||||||||||
| Date: June 7, 2022 | By: | /s/ Thomas C. Chow | |||||||||
| Thomas C. Chow | |||||||||||
| General Counsel and Secretary | |||||||||||