0001422930FALSE601 Marshall St4th FloorRedwood CityCalifornia9406300014229302023-08-282023-08-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): August 28, 2023

PubMatic, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware			001-39748			20-5863224
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)

N/A

(Address of Principal Executive Offices) (Zip Code)

N/A

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

PUBM

The Nasdaq Global Market

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. ☐

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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.

Director Resignation

On August 28, 2023, Cathleen Black notified PubMatic, Inc. (the “Company”) of her decision to resign from the Company’s Board of Directors (the “Board”), including from the Compensation Committee of the Board (the “Compensation Committee”) and from the Audit Committee of the Board (the “Audit Committee”), effective August 30, 2023. Ms. Black’s decision was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.

Appointment of Directors

On August 30, 2023, upon the recommendation of the Nominating and Governance Committee of the Board, the Board approved the appointment of Anton Hanebrink (“Mr. Hanebrink”) and Nikhil “Nick” Mehta (“Mr. Mehta” and together with Mr. Hanebrink, the “Appointed Directors”) to the Board effective immediately, to serve until their respective successors are duly elected and qualified, or until death, resignation or removal. Each of the Appointed Directors will serve terms that will expire at the Company’s 2024 Annual Meeting of Stockholders. Additionally, the Board approved the appointment of Mr. Hanebrink to the Audit Committee and Mr. Mehta to the Compensation Committee effective immediately.

There are no arrangements or understandings between any of the Appointed Directors and any other persons pursuant to which any of the Appointed Directors were named as directors. None of the Appointed Directors are parties to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Each of the Appointed Director’s compensation shall be consistent with the Company’s policy for non-employee directors, the components of which were disclosed in the Company’s Proxy Statement for its 2023 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 21, 2023, in the section titled “Non-Employee Director Compensation.”

In connection with their appointment to the Board, each of the Appointed Directors will execute the Company’s standard form of indemnification agreement for directors, the form of which was filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed on November 13, 2020.

Item 8.01     Other Events.

On August 30, 2023, the Company issued a press release announcing Ms. Black’s resignation from, and Mr. Hanebrink and Mr. Mehta’s appointments to, the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
99.1			Press Release of the Company, dated August 30, 2023
104			Cover Page Interactive Data File (embedded within the inline XBRL document)

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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: August 30, 2023						By:			/s/ Steve Pantelick
									Steve Pantelick
									Chief Financial Officer

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