PubMatic Announces 2024 Annual Meeting of Stockholders
Ticker: PUBM · Form: DEF 14A · Filed: 2024-04-18T00:00:00.000Z
Sentiment: neutral
Topics: Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, Director Elections
TL;DR
<b>PubMatic is holding its 2024 Annual Meeting of Stockholders on May 31, 2024, to elect directors, ratify auditors, and vote on executive compensation and corporate governance amendments.</b>
AI Summary
PubMatic, Inc. (PUBM) filed a Proxy Statement (DEF 14A) with the SEC on April 18, 2024. PubMatic will hold its 2024 Annual Meeting of Stockholders virtually on May 31, 2024, at 9:00 a.m. Pacific Time. The meeting agenda includes the election of eight directors, ratification of Deloitte & Touche LLP as independent auditor for FY2024, and advisory approval of executive compensation. Stockholders will also vote on an amendment to the Restated Certificate of Incorporation to permit officer exculpation. Attendance and voting will be conducted online at www.virtualshareholdermeeting.com/PUBM2024. A 16-digit control number is required for access, found on the Notice of Internet Availability of Proxy Materials or proxy card.
Why It Matters
For investors and stakeholders tracking PubMatic, Inc., this filing contains several important signals. This filing is a proxy statement (DEF 14A) detailing the agenda and proposals for PubMatic's annual shareholder meeting, which is a standard but crucial communication for investor engagement and corporate governance. The meeting will address key governance items including director elections, auditor ratification, executive pay advisory vote, and a proposed amendment to the company's charter regarding officer exculpation, all of which are important for shareholder oversight.
Risk Assessment
Risk Level: low — PubMatic, Inc. shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic shifts, indicating a low level of immediate market impact.
Analyst Insight
Review the director nominees and the proposed charter amendment regarding officer exculpation to understand potential governance changes and management's risk mitigation strategies.
Key Numbers
- 8 — Directors to be elected (Each to serve until the 2025 annual meeting)
- 2024 — Fiscal year for auditor ratification (Deloitte & Touche LLP appointed for the fiscal year ending December 31, 2024)
- May 31, 2024 — Annual Meeting Date (9:00 a.m. Pacific Time)
Key Players & Entities
- PubMatic, Inc. (company) — Registrant
- Deloitte & Touche LLP (company) — Independent registered public accounting firm
- May 31, 2024 (date) — Annual Meeting date
- 2024 (date) — Fiscal year
- 2025 (date) — Director term
- Delaware (location) — State of incorporation
- 0001140361-24-020519 (filing_id) — Accession Number
FAQ
When did PubMatic, Inc. file this DEF 14A?
PubMatic, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 18, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by PubMatic, Inc. (PUBM).
Where can I read the original DEF 14A filing from PubMatic, Inc.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by PubMatic, Inc..
What are the key takeaways from PubMatic, Inc.'s DEF 14A?
PubMatic, Inc. filed this DEF 14A on April 18, 2024. Key takeaways: PubMatic will hold its 2024 Annual Meeting of Stockholders virtually on May 31, 2024, at 9:00 a.m. Pacific Time.. The meeting agenda includes the election of eight directors, ratification of Deloitte & Touche LLP as independent auditor for FY2024, and advisory approval of executive compensation.. Stockholders will also vote on an amendment to the Restated Certificate of Incorporation to permit officer exculpation..
Is PubMatic, Inc. a risky investment based on this filing?
Based on this DEF 14A, PubMatic, Inc. presents a relatively low-risk profile. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic shifts, indicating a low level of immediate market impact.
What should investors do after reading PubMatic, Inc.'s DEF 14A?
Review the director nominees and the proposed charter amendment regarding officer exculpation to understand potential governance changes and management's risk mitigation strategies. The overall sentiment from this filing is neutral.
Risk Factors
- Compliance with SEC Regulations [low — regulatory]: The company must comply with SEC rules and regulations regarding proxy solicitations and corporate disclosures.
- Conduct of Annual Meeting [low — operational]: Ensuring a smooth and accessible virtual annual meeting for all stockholders is critical for proper governance.
- Auditor Independence and Effectiveness [low — financial]: The ratification of Deloitte & Touche LLP as independent auditor is subject to shareholder approval and impacts financial reporting integrity.
Key Dates
- 2024-05-31: Annual Meeting of Stockholders — Election of directors, ratification of auditors, advisory vote on executive compensation, and amendment to charter.
Glossary
- DEF 14A
- Definitive Proxy Statement filed with the SEC. (This filing type indicates the company is formally soliciting shareholder votes for its annual meeting.)
- Proxy Statement
- A document filed with the SEC that provides shareholders with information about matters to be voted on at a shareholder meeting. (Essential for shareholders to make informed voting decisions on company matters.)
- Exculpation
- The act of clearing someone of blame or guilt. (The proposed amendment relates to limiting director and officer liability, a key governance consideration.)
Filing Stats: 4,901 words · 20 min read · ~16 pages · Grade level 12.6 · Accepted 2024-04-18 16:30:45
Filing Documents
- ny20020389x2_def14a.htm (DEF 14A) — 1329KB
- logo_pubmatic.jpg (GRAPHIC) — 15KB
- sig_rajeevgoel.jpg (GRAPHIC) — 7KB
- ny20020389x2_barchart01.jpg (GRAPHIC) — 110KB
- ny20020389x2_pc02.jpg (GRAPHIC) — 516KB
- ny20020389x2_pvp01.jpg (GRAPHIC) — 161KB
- ny20020389x2_pvp02.jpg (GRAPHIC) — 135KB
- ny20020389x2_pvp03.jpg (GRAPHIC) — 140KB
- ny20020389x2_pc01.jpg (GRAPHIC) — 629KB
- 0001140361-24-020519.txt ( ) — 6699KB
- pubm-20240531.xsd (EX-101.SCH) — 7KB
- pubm-20240531_def.xml (EX-101.DEF) — 6KB
- pubm-20240531_lab.xml (EX-101.LAB) — 23KB
- pubm-20240531_pre.xml (EX-101.PRE) — 11KB
- ny20020389x2_def14a_htm.xml (XML) — 304KB
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 25 EXECUTIVE OFFICERS 27 COMPENSATION DISCUSSION AND ANALYSIS 28 EQUITY COMPENSATION PLAN INFORMATION 47 REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS 48 CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS 49 ADDITIONAL INFORMATION 50 OTHER MATTERS 51 APPENDIX A-1 – CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION A-1-1 APPENDIX A-2 – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES A-2-1 TABLE OF CONTENTS PROXY STATEMENT 2024 ANNUAL MEETING OF STOCKHOLDERS PUBMATIC, INC. TO BE HELD AT 9:00 A.M. PACIFIC TIME ON FRIDAY, MAY 31, 2024 GENERAL INFORMATION This proxy statement and the enclosed form of proxy are being provided to you in connection with the solicitation of proxies by the board of directors (the "Board of Directors") of PubMatic, Inc. (the "Company") for use at the Company's 2024 annual meeting of stockholders (the "Annual Meeting"), and any postponements, adjournments or continuations thereof. The Annual Meeting will be held via a virtual meeting on Friday, May 31, 2024 at 9:00 a.m. Pacific Time. You will be able to attend the Annual Meeting and vote during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/PUBM2024. It is important that you retain a copy of the control number found on the proxy card or voting instruction form, as such number will be required in order for stockholders to gain access to the virtual meeting. The Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 18, 2024 to all stockholders entitled to vote at the Annual Meeting. We use the terms "PubMatic," "Company," "we," "us," and "our" in this proxy statement to refer to PubMatic, Inc., a Delaware corporation. PubMatic's principal executive offices are located at 601 Marshall Street, Redwoo