Trade Desk Inc.
09/17/2025 | Press release | Distributed by Public on 09/17/2025 14:03
Proxy Results, Corporate Action, Amendments to Bylaws (Form 8-K)
Item 3.03 Material Modification to Rights of Security Holders.
As described in Item 5.07 below, at a special meeting of stockholders (the "Special Meeting")of The Trade Desk, Inc. (the "Company") held on September 16, 2025, the stockholders of the Company approved the amendment and restatement of the Company's articles of incorporation (as amended, the "Amended Articles"). The information set forth in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
The description of the Amended Articles included in this Current Report on Form 8-K is a summary and is qualified in its entirety by reference to Proposal 1 in the definitive proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on July 24, 2025 (the "Proxy Statement") and the full text of the marked version of the Amended Articles filed as Appendix A-2 to the Proxy Statement.
The Amended Articles became effective on September 16, 2025 upon filing with the Nevada Secretary of State.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 10, 2025, the Company's board of directors (the "Board") approved and adopted, contingent on stockholder approval of the Amended Articles, an amendment and restatement of the Company's bylaws (as amended, the "Amended Bylaws"), which became effective on September 16, 2025. The Amended Bylaws clarify that the lead independent director of the Board may call special meetings of the Company's independent directors at any time to discuss any topic that any independent director deems appropriate.
The Amended Bylaws are filed herewith as Exhibit 3.1. The foregoing description of the changes contained in the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, which is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 16, 2025, the Company held the Special Meeting. As of the record date for the Special Meeting, which was established by the Board to be the close of business on July 21, 2025, there were 445,649,241 shares of the Company's Class A common stock, par value $0.000001 per share (the "Class A Common Stock"), outstanding (each entitled to one vote per share) and 43,275,936shares of the Company's Class B common stock, par value $0.000001 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"), outstanding (each entitled to 10 votes per share). The Common Stock voted as a single class on all matters. Of the 488,925,177 shares of Common Stock outstanding as of the record date, 356,794,733 shares were represented at the Special Meeting, together representing a total of 746,006,717 votes, or a majority of the voting power of all issued and outstanding shares of Common Stock as of the record date, and constituting a quorum under the Company's bylaws as then in effect. The stockholders considered two proposals at the Special Meeting, each of which are described in more detail in the Proxy Statement. The final number of votes cast for and against and the final number of abstentions and broker non-votes with respect to each proposal voted upon are set forth below.
Proposal 1. The stockholders approved an amendment and restatement of the Company's Amended Articles to change the date all shares of Class B Common Stock will automatically convert into Class A Common Stock to December 22, 2035 and to waive jury trials for internal actions in conformity with recent Nevada law updates by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 516,037,827 | 228,364,796 | 1,604,094 | 0 | |||||||||||||||||
Proposal 2. The stockholders approved one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve Proposal 1 by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 523,101,450 | 221,211,765 | 1,693,502 | 0 | |||||||||||||||||
Although Proposal 2 was approved, adjournment of the Special Meeting was not necessary because the stockholders approved Proposal 1.
No other items were presented for stockholder approval at the Special Meeting.
Trade Desk Inc. published this content on September 17, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 17, 2025 at 20:04 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]