Trade Desk Inc
2 ballot items.
Stockholders will vote on approval of a one-time repricing of certain outstanding stock options under the 2025 Plan and approval of one or more meeting adjournments, if necessary, to solicit additional proxies for Proposal One.
Follow how the vote landed and what changed on Trade Desk Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
On the ballot2
- 1
Approval of the Repricing of Certain Outstanding Stock Options That Have Been Granted Under the 2025 Plan
ManagementBoard: FORApprove a one-time repricing of certain underwater outstanding stock options held by current service providers, excluding non-employee directors, by reducing the exercise price of each eligible option above the closing price of the Company’s Class A common stock on the Special Meeting date to that closing price, subject to continued service and a six-month premium exercise period.
More detail
Proposal One asks stockholders to approve a one-time repricing of up to 15,582,540 shares underlying eligible options granted under the 2025 Plan. The repricing would reset each eligible option’s exercise price above the Special Meeting date closing price to that closing price. Eligible holders are current service providers, including executive officers and employees, while non-employee directors, incentive stock options, and Jeff Green’s performance options are excluded at this time. Participation generally requires continued service through the effective date, and the exercise price can revert to its original level if service ends, other than a termination without cause, or the option is exercised during the six-month period following the effective date. Management is seeking approval because market-price declines have left many options underwater and less effective for retention and incentives. The board considered alternatives including an option exchange, repricing without a premium exercise period, new equity grants, and waiting for stock-price recovery. It relied on analyses from Compensia, Inc. and Equity Methods, LLC, and concluded that repricing was the most straightforward and cost-effective way to restore incentive value while avoiding additional overhang and tender-offer burdens. The proposal may benefit current executive officers, and the company expects incremental compensation cost under ASC Topic 718. The board recommends voting FOR because it believes the repricing will improve retention and better align eligible holders’ interests with stockholders.
- 2
Approval of One or More Adjournments of the Special Meeting, If Necessary, to Solicit Additional Proxies If There Are Insufficient Votes at the Time of the Special Meeting to Approve Proposal One
ManagementBoard: FORApprove one or more adjournments of the Special Meeting, if necessary, to provide additional time to solicit proxies if there are insufficient affirmative votes to approve Proposal One.
More detail
Proposal Two asks stockholders to authorize one or more adjournments of the Special Meeting if the Company lacks enough affirmative votes to approve Proposal One. The purpose is to create additional time for the directors, officers, and employees to solicit proxies supporting the option repricing. If the proposal is approved and Proposal One remains short of the required vote, the Company may adjourn the meeting and seek additional voting support. Stockholders would vote only on the adjournment proposal in that circumstance rather than revisiting the other proposal at the same session. The proposal is procedural and does not itself implement or modify the repricing. It is limited to adjournments intended to solicit proxies for the proposals under consideration, although the Company retains separate authority under its governing documents to adjourn for other purposes or postpone before convening. Approval requires a majority of votes cast, assuming a quorum, and brokers have no discretionary authority because the matter is treated as non-routine. Abstentions and broker non-votes would not affect the outcome. The board recommends voting FOR because additional solicitation time could help secure the stockholder approval required for Proposal One.
Nominees on the ballot
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 6.7% | 31,285,823 | $566M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.9% | 27,899,665 | $504M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.1% | 19,380,271 | $350M |
| 4 | TWO SIGMA INVESTMENTS, LP | 3.6% | 17,050,857 | $308M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 3.1% | 14,734,941 | $266M |
| 6 | BlackRock, Inc. | 2.9% | 13,836,031 | $250M |
| 7 | Invesco Ltd. | 2.7% | 12,541,933 | $227M |
| 8 | Alyeska Investment Group, L.P. | 2.4% | 11,119,709 | $201M |
| 9 | FEDERATED HERMES, INC. | 2.2% | 10,438,669 | $189M |
| 10 | BlackRock, Inc. | 2.2% | 10,383,528 | $188M |
Other Technology sector meetings6
Upcoming shareholder meetings at Trade Desk Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Frequently asked questions
- When is the Trade Desk Inc 2026 special meeting?
- Trade Desk Inc (TTD) holds its 2026 special shareholder meeting on Monday, October 19, 2026.
- What is the record date for the Trade Desk Inc 2026 meeting?
- The record date for the Trade Desk Inc 2026 meeting is Monday, September 14, 2026. Shareholders of record on or before that date are eligible to vote.
- What proposals will shareholders vote on at the Trade Desk Inc 2026 meeting?
- Shareholders will vote on 2 proposals at the Trade Desk Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.