Pubmatic Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors (Susan Daimler, Shelagh Glaser, Amar K. Goel, Rajeev K. Goel, Anton Hanebrink, Ramon Jones, Nick Mehta, and Jacob Shulman) to serve until the 2027 annual meeting.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Non-Binding, Advisory Vote to Approve the Compensation of Our Named Executive Officers

   ManagementBoard: FOR

   Advisory (non-binding) 'say-on-pay' vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (CD&A, tables, and narrative).

   More detail

   This advisory proposal asks stockholders to endorse the Company’s executive compensation disclosure and the compensation program for its named executive officers as presented in the proxy statement. Management frames the vote as non-binding but informative; the Compensation Committee will evaluate significant negative votes and consider responsive actions. The Company’s compensation philosophy emphasizes pay-for-performance, with a large majority of target compensation variable for executives (approximately 91% for the CEO and 84% for other NEOs in 2025), use of independent benchmarking and an external consultant (Frederic W. Cook & Company), and a mix of time-based RSUs and stock options to align long-term interests with shareholders. Short-term incentives are formulaic and tied to semi-annual revenue targets and adjusted pre-tax net income modifiers, while long-term equity awards vest over four years. The proxy highlights recent design choices—including a more than 20% reduction in aggregate equity awarded to NEOs since 2023 and positive pay governance practices such as clawbacks, no repricing, no uncapped incentives, and independent committee oversight—intended to strengthen alignment with shareholders. The Board also cites the strong prior support for its say-on-pay proposal (approximately 95% in 2025) as evidence of stockholder endorsement. Because the vote is advisory, it cannot compel change, but a material vote against would trigger review by the Compensation Committee and could lead to adjustments in compensation design or disclosure. The Board recommends a FOR vote, stating that the program balances retention and performance incentives while incorporating governance safeguards and market benchmarking.

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When is the Pubmatic Inc 2026 annual meeting?

Pubmatic Inc (PUBM) holds its 2026 annual shareholder meeting on Friday, May 29, 2026.

What is the record date for the Pubmatic Inc 2026 meeting?

The record date for the Pubmatic Inc 2026 meeting is Wednesday, April 1, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Pubmatic Inc's 2026 meeting?

The board is presenting 8 director nominees at the Pubmatic Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Pubmatic Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Pubmatic Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.