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 3, 2022
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On June 3, 2022, upon the recommendation of the Nominating and Governance Committee of the Board of Directors (“Board”) of PubMatic, Inc. (“Company”), the Board approved the appointment of Shelagh Glaser (“Ms. Glaser”) and Jacob Shulman (“Mr. Shulman”) to the Board and audit committee effective immediately, to serve until his or her successor is duly elected and qualified, or until his or her death, resignation or removal. Ms. Glaser and Mr. Shulman will serve terms that will expire at the Company’s 2023 Annual Meeting of Stockholders.
There are no arrangements or understandings between Ms. Glaser and Mr. Shulman and any other persons pursuant to which Ms. Glaser and Mr. Shulman were named as directors. Ms. Glaser and Mr. Shulman are not parties to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Additionally, the Board has determined that Ms. Glaser and Mr. Shulman satisfy the independence requirements of the NASDAQ Stock Market listing rules and the Securities and Exchange Commission for purposes of service on audit committees.
Ms. Glaser and Mr. Shulman’s compensation shall be consistent with the Company’s policy for non-employee directors, which provides for (i) an annual award consisting of restricted stock units with an aggregate value of $175,000 of the Company’s Class A common stock and (ii) an annual retainer of $45,000 paid quarterly in arrears. In addition, Ms. Glaser and Mr. Shulman will receive $10,000 in committee fees per year for service on the audit committee. Ms. Glaser and Mr. Shulman’s initial compensation shall be pro-rated for full calendar months served in respect of the period between commencement of service and the immediately subsequent annual meeting.
In connection with their appointment to the Board, Ms. Glaser and Mr. Shulman will execute the Company’s standard form of indemnification agreement for directors.
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/ Steven Pantelick | |||||||||
Steven Pantelick | |||||||||||
Chief Financial Officer | |||||||||||