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  4. [8-K] PubMatic, Inc. Reports Material Event

PubMatic (NASDAQ: PUBM) shareholders back board slate, Deloitte and executive pay

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

PubMatic, Inc. held its annual meeting of stockholders, where a quorum was established with 34,941,828 Class A and Class B shares present, representing approximately 74.86% of shares entitled to vote. Stockholders elected eight directors to one-year terms, each receiving over 88 million votes in favor.

They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 106,944,394 votes for and minimal opposition. In a non-binding advisory vote, stockholders approved executive compensation with 97,599,461 votes in favor and relatively few votes against or abstentions.

Positive

  • None.

Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented at meeting 34,941,828 shares Shares present in person or by proxy at annual meeting
Quorum percentage 74.86% Portion of outstanding shares entitled to vote represented
Auditor ratification votes for 106,944,394 votes Votes for Deloitte & Touche LLP as 2026 auditor
Auditor votes against 197,699 votes Votes against Deloitte & Touche LLP ratification
Say-on-pay votes for 97,599,461 votes Advisory approval of named executive officer compensation
Say-on-pay votes against 3,188,337 votes Advisory vote opposing executive compensation
Director example votes for 100,450,963 votes Votes for director nominee Shelagh Glaser
Director example votes withheld 454,247 votes Votes withheld for director nominee Shelagh Glaser
quorum financial
"which constituted a quorum for the transaction of business"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
broker non-votes financial
"Broker Non-Votes 6,266,964"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered accounting firm financial
"independent registered accounting firm for the year ending December 31, 2026"
advisory vote financial
"Advisory Vote on the Compensation of the Named Executive Officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
named executive officers financial
"compensation paid by the Company to its named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
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Understanding 8-K Material Events →
0001422930FALSE601 Marshall St4th FloorRedwood CityCalifornia9406300014229302026-05-292026-05-2900014229302025-05-302025-05-30
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 29, 2026
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 sharePUBMThe 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 29, 2026, 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 34,941,828 shares of the Company’s Class A common stock and Class B common stock collectively, or approximately 74.86% 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 three 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:
NomineeVotes For Votes Withheld Broker Non-Votes
Susan Daimler88,485,60512,419,6056,266,964
Shelagh Glaser100,450,963454,2476,266,964
Amar K. Goel100,066,773838,4376,266,964
Rajeev K. Goel100,436,437468,7736,266,964
Anton Hanebrink100,432,875472,3356,266,964
Ramon Jones94,064,9976,840,2136,266,964
Nick Mehta100,252,334652,8766,266,964
Jacob Shulman100,327,026578,1846,266,964

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, 2026 by the following votes:
Votes For Votes AgainstAbstentions Broker Non-Votes
106,944,394197,69930,0810

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 AgainstAbstentions Broker Non-Votes
97,599,4613,188,337117,4126,266,964
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 2, 2026By:/s/ Andrew Woods
Andrew Woods
General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did PubMatic (PUBM) stockholders approve at the latest annual meeting?

PubMatic stockholders elected eight directors, ratified Deloitte & Touche LLP as the independent auditor for 2026, and approved, on an advisory basis, compensation for named executive officers. Each proposal received strong majority support across the votes cast.

How many PubMatic (PUBM) shares were represented at the 2026 annual meeting?

Holders of 34,941,828 shares of Class A and Class B common stock were present in person or by proxy. This represented approximately 74.86% of total outstanding shares entitled to vote, which was sufficient to constitute a quorum for conducting business.

Who were elected to PubMatic (PUBM)’s board of directors at the meeting?

Stockholders elected eight directors for one-year terms: Susan Daimler, Shelagh Glaser, Amar K. Goel, Rajeev K. Goel, Anton Hanebrink, Ramon Jones, Nick Mehta, and Jacob Shulman. Each nominee received a clear majority of votes cast in favor.

Which auditing firm did PubMatic (PUBM) stockholders ratify for 2026?

Stockholders ratified Deloitte & Touche LLP as PubMatic’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 106,944,394 votes for, with only 197,699 against and 30,081 abstentions, and no broker non-votes.

How did PubMatic (PUBM) stockholders vote on executive compensation?

In an advisory say-on-pay vote, PubMatic stockholders approved compensation for named executive officers. The proposal received 97,599,461 votes for, 3,188,337 votes against, and 117,412 abstentions, with 6,266,964 broker non-votes recorded on this item.

What level of support did PubMatic (PUBM) director nominees generally receive?

Director nominees generally received strong support, with most garnering about 100 million votes for and relatively few votes withheld. For example, Shelagh Glaser received 100,450,963 votes for and 454,247 withheld, alongside 6,266,964 broker non-votes on the director election proposals.

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