pubm-20250530
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): May 30, 2025
PubMatic, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-39748 | 20-5863224 | ||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
N/A
(Address of Principal Executive Offices) (Zip Code)
N/A
(Registrant's telephone number, including area code)
N/A
(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:
| ☐ | 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)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A Common Stock, par value $0.0001 per share | PUBM | The Nasdaq Global Market | ||||||||||||
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 30, 2025, PubMatic, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, there were present, in person or by proxy, holders of 36,524,097 shares of the Company’s Class A common stock and Class B common stock collectively, or approximately 75.55% 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 2026 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 | 80,112,355 | 13,143,677 | 7,366,533 | |||||||||||||||||
| Shelagh Glaser | 92,500,038 | 755,994 | 7,366,533 | |||||||||||||||||
| Amar K. Goel | 91,412,494 | 1,843,538 | 7,366,533 | |||||||||||||||||
| Rajeev K. Goel | 92,475,284 | 780,748 | 7,366,533 | |||||||||||||||||
| Anton Hanebrink | 92,498,192 | 757,840 | 7,366,533 | |||||||||||||||||
| Ramon Jones | 86,283,866 | 6,972,166 | 7,366,533 | |||||||||||||||||
| Nick Mehta | 92,365,832 | 890,200 | 7,366,533 | |||||||||||||||||
| Jacob Shulman | 92,498,987 | 757,045 | 7,366,533 | |||||||||||||||||
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, 2025 by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 100,326,424 | 256,518 | 39,623 | 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 | |||||||||||||||||
| 88,346,788 | 4,877,962 | 31,282 | 7,366,533 | |||||||||||||||||
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 3, 2025 | By: | /s/ Andrew Woods | |||||||||
| Andrew Woods | |||||||||||
| General Counsel and Secretary | |||||||||||