Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 26, 2022, The Trade Desk, Inc. (the "Company") held its 2022 Annual
Meeting of Stockholders (the "Meeting"). As of the record date of March 31,
2022, there were 441,791,068 shares of Class A common stock outstanding (each
entitled to one vote per share) and 44,234,950 shares of Class B common stock
outstanding (each entitled to 10 votes per share). The Class A common stock and
Class B common stock (collectively referred to as "common stock") voted as a
single class on all matters. Of the total 486,026,018 shares of the Company's
common stock outstanding as of the record date, 404,596,230 shares were
represented at the Meeting. The stockholders considered three proposals at the
Meeting, each of which is described in more detail in the Company's definitive
proxy statement filed with the Securities and Exchange Commission on April 12,
2022 (the "Proxy Statement"). The number of votes cast for and against (or
withheld) and the number of abstentions and broker non-votes with respect to
each proposal voted upon are set forth below.
Proposal 1. The stockholders elected three Class III directors to hold office
for a three-year term expiring at the 2025 annual meeting of stockholders and
until their respective successors are duly elected and qualified, by the
following vote:
Name of Directors Elected For Withhold Broker Non-Votes
Lise J. Buyer 655,585,766 64,945,245 72,947,569
Kathryn E. Falberg 593,404,148 127,126,863 72,947,569
David B. Wells 636,257,048 84,273,963 72,947,569
Proposal 2. The stockholders ratified the appointment of PricewaterhouseCoopers
LLP to serve as the Company's independent registered public accounting firm for
the fiscal year ending December 31, 2022, by the following vote:
For Against Abstain
792,216,462 1,037,927 224,191
Proposal 3. The stockholders approved, on a non-binding, advisory basis, the
compensation paid to the Company's named executive officers set forth in the
Proxy Statement, by the following vote:
For Against Abstain Broker Non-Votes
496,993,483 222,793,524 744,004 72,947,569
No other items were presented for stockholder approval at the Meeting.
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