PubMatic Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$PUBM
Computer Software: Programming Data Processing
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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): May 31, 2024
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 31, 2024, PubMatic, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, upon the recommendation of the Company’s board of directors, the Company’s stockholders approved a proposal to adopt an amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) to include a provision that exculpates certain of its officers from monetary liability for breach of the duty of care in certain actions, as permitted by recently adopted amendments to Section 102(b)(7) of the Delaware General Corporation Law.
On June 3, 2024, the Company filed the Certificate of Amendment with the Delaware Secretary of State, and the Certificate of Amendment became effective on filing. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, there were present, in person or by proxy, holders of 38,672,906 shares of the Company’s Class A common stock and Class B common stock collectively, or approximately 77.32% of the total outstanding shares entitled to vote at the Annual Meeting, which constituted a quorum for the transaction of business. The holders present voted on the four proposals presented at the Annual Meeting as follows:
Proposal One – Election of Directors
The Company’s stockholders approved the election of eight directors, each to serve for a one-year term expiring at the 2025 Annual Meeting of Stockholders and until such director’s successor is elected and qualified, by the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Susan Daimler | 94,715,067 | 10,135,622 | 8,372,592 | |||||||||||||||||
| Shelagh Glaser | 104,035,211 | 815,478 | 8,372,592 | |||||||||||||||||
| Amar K. Goel | 101,931,849 | 2,918,840 | 8,372,592 | |||||||||||||||||
| Rajeev K. Goel | 104,000,714 | 849,975 | 8,372,592 | |||||||||||||||||
| Anton Hanebrink | 104,643,385 | 207,304 | 8,372,592 | |||||||||||||||||
| Ramon Jones | 104,155,624 | 695,065 | 8,372,592 | |||||||||||||||||
| Nick Mehta | 104,589,357 | 261,332 | 8,372,592 | |||||||||||||||||
| Jacob Shulman | 104,031,147 | 819,542 | 8,372,592 | |||||||||||||||||
Proposal Two – Ratification of Appointment of Independent Registered Accounting Firm
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the year ending December 31, 2024 by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 112,970,082 | 189,903 | 63,296 | 0 | |||||||||||||||||
Proposal Three – Advisory Vote on the Compensation of the Named Executive Officers
The Company’s stockholders approved, on an advisory basis, the compensation paid by the Company to its named executive officers, by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 103,010,019 | 1,805,222 | 35,448 | 8,372,592 | |||||||||||||||||
Proposal Four – Proposed Amendment to the Company's Restated Certificate of Incorporation
The Company’s stockholders approved the Certificate of Amendment:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 94,072,231 | 10,745,699 | 32,759 | 8,372,592 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
| 3.1 | |||||
| 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.
| PUBMATIC, INC. | |||||||||||
| Date: June 5, 2024 | By: | /s/ Andrew Woods | |||||||||
| Andrew Woods | |||||||||||
| General Counsel and Secretary | |||||||||||