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
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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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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.
At the 2023 annual meeting of stockholders of the Company held on June 14, 2023, the Company’s stockholders considered five proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2023 (the “Proxy Statement”). The final results of voting on each proposal are as follows:
Proposal 1: Election of three Class III directors to serve until the Company’s 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| Paul Caine | 92,580,806 | 4,224,057 | 262,409 | 19,131,374 | ||||||||||
| Doug Knopper | 94,228,800 | 2,581,588 | 256,884 | 19,131,374 | ||||||||||
| David Pearson | 92,069,707 | 4,834,285 | 163,280 | 19,131,374 | ||||||||||
Paul Caine, Doug Knopper, and David Pearson, the nominees for Class III directors, were each elected.
Proposal 2: Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 115,934,974 | 170,376 | 93,296 | --- | ||||||||
The foregoing proposal was approved.
Proposal 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 93,555,924 | 3,335,302 | 176,046 | 19,131,374 | ||||||||
The Company’s stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement.
Proposal 4: Approval of the Magnite, Inc. Amended and Restated 2014 Equity Incentive Plan.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 64,809,352 | 32,108,569 | 149,351 | 19,131,374 | ||||||||
The Company’s stockholders approved the Magnite, Inc. Amended and Restated 2014 Equity Incentive Plan.
Proposal 5: Approval of the Magnite, Inc. Amended and Restated 2014 Employee stock Purchase Plan.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 96,379,782 | 612,547 | 74,943 | 19,131,374 | ||||||||
The Company’s stockholders approved the Magnite, Inc. Amended and Restated 2014 Employee Stock Purchase Plan.
Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits.
Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
MAGNITE, INC. | |||||||||||
Date: | June 16, 2023 | By: | /s/ David Day | ||||||||
David Day | |||||||||||
Chief Financial Officer | |||||||||||