PubMatic Shareholders Back Board, Auditor and Executive Pay at Annual Meeting

PubMatic (NASDAQ:PUBM) held its 2026 Annual Meeting of Stockholders, with shareholders voting to elect eight directors, ratify the company’s auditor and approve executive compensation on an advisory basis.

Rajeev Goel, PubMatic’s co-founder and chief executive officer, chaired the meeting and called it to order. Goel introduced the company’s board members in attendance, including Amar K. Goel, Susan Daimler, Shelagh Glaser, Anton Hanebrink, Ramon Jones, Nick Mehta and Jacob Shulman. He also introduced members of senior leadership participating in the meeting, including Chief Financial Officer Steve Pantelick and General Counsel and Corporate Secretary Andrew Woods.

Andrew Woods served as secretary of the meeting and said the inspector of election had advised the company that a majority of the voting power of PubMatic’s outstanding capital stock entitled to vote was present or represented by proxy, establishing a quorum.

Shareholder Vote Results

Stockholders voted on three proposals during the meeting. According to preliminary results tabulated by the inspector of election, all three proposals were approved.

  • Director elections: Rajeev K. Goel, Amar K. Goel, Susan Daimler, Shelagh Glaser, Anton Hanebrink, Ramon Jones, Nick Mehta and Jacob Shulman were elected to the board of directors. Each will serve a one-year term expiring at the 2027 Annual Meeting of Stockholders, or until a successor is elected and qualified, or until earlier death, resignation or removal.
  • Auditor ratification: Stockholders ratified the appointment of Deloitte & Touche LLP as PubMatic’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2026.
  • Say-on-pay vote: Stockholders approved, on a non-binding advisory basis, the compensation of PubMatic’s named executive officers.

Woods said the board of directors had recommended that stockholders vote in favor of each director nominee, ratify Deloitte & Touche LLP’s appointment and approve the advisory executive compensation proposal.

Voting Structure and Record Date

The company’s board set April 1, 2026, as the record date for determining stockholders eligible to vote at the meeting. Woods said Broadridge Financial Solutions provided an affidavit that a notice of internet availability of proxy materials was mailed on or about April 15, 2026, to stockholders of record as of the close of business on the record date.

As of the record date, PubMatic had 38,411,753 shares of Class A common stock outstanding and entitled to vote, with each Class A share entitled to one vote. The company also had 8,262,574 shares of Class B common stock outstanding and entitled to vote, with each Class B share entitled to 10 votes.

The director nominees were elected by a plurality of votes, meaning the eight nominees receiving the highest number of affirmative votes were elected. The auditor ratification and advisory executive compensation proposals required approval by a majority of the voting power of shares present in person or represented by proxy and voted for or against each matter.

No Stockholder Questions Submitted

After the formal business concluded, PubMatic opened the meeting for stockholder questions submitted through the webcast portal. Woods said only stockholders with a 16-digit control number were permitted to present questions. After a brief pause, the company said no questions had been submitted.

Woods also reminded attendees that the meeting could include forward-looking statements and cautioned that actual results may differ materially. He referred investors to PubMatic’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended Dec. 31, 2025, and its quarterly report on Form 10-Q for the quarter ended March 31, 2026.

The company said the final report of the inspector of election will be included in the record of the meeting, and final voting results will be included in a filing with the SEC. A replay of the meeting is expected to be available within 24 hours on the website used to access the webcast.

About PubMatic (NASDAQ:PUBM)

PubMatic is a cloud-based digital advertising technology company that provides a supply-side platform (SSP) enabling publishers to automate and optimize the sale of their ad inventory across display, mobile, video and connected TV channels. Its core offerings include real-time bidding infrastructure, header bidding solutions under the OpenWrap brand and data analytics tools that deliver actionable insights on audience engagement and monetization performance. By facilitating seamless auctions and providing transparent reporting, PubMatic helps publishers maximize yield while improving buyer experiences.

Founded in 2006 by Rajeev Goel and a team of ad-tech veterans, PubMatic grew from an early entrant in programmatic selling to a publicly traded company, listing on the Nasdaq (symbol: PUBM) in December 2020.