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): April 30, 2019
THE TRADE DESK, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-37879 | 27-1887399 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
42 N. Chestnut Street Ventura, CA 93001 |
(Address of principal executive offices) (Zip Code) |
(805) 585-3434
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
☐ | 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)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Class A Common Stock, par value $0.000001 per share | | TTD | | The Nasdaq Stock Market LLC |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 30, 2019, The Trade Desk, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Meeting”). As of the record date of March 4, 2019, there were 38,275,443 shares of Class A common stock (each entitled to one vote per share) and 6,049,462 shares of Class B common stock (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 44,324,905 shares of the Company's common stock outstanding as of the record date, 40,104,073 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 March 19, 2019. 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 2022 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 | | 82,812,038 | | 993,393 | | 10,448,366 |
| Kathryn E. Falberg | | 75,618,970 | | 8,186,461 | | 10,448,366 |
| David B. Wells | | 77,772,524 | | 6,032,907 | | 10,448,366 |
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, 2019, by the following vote: |
| | | | |
For | | Against | | Abstain |
93,738,650 | | 337,321 | | 177,826 |
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 |
80,771,483 | | 2,969,258 | | 64,690 | | 10,448,366 |
No other items were presented for stockholder approval at the Meeting.
SIGNATURES
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.
| THE TRADE DESK, INC. | |
| | | |
Date: May 2, 2019 | | | |
| By: | /s/ Paul E. Ross | |
| | Paul E. Ross | |
| | Chief Financial Officer
(Principal Financial and Accounting Officer) | |
