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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 28, 2024
gdqn5b2y0gfo000001.jpg
THE TRADE DESK, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-37879
27-1887399
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
42 N. Chestnut Street
Ventura, California 93001
(Address of principal executive offices) (Zip Code)
(805) 585-3434
(Registrant’s telephone number, including area code)
Not Applicable
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
Name of each exchange on which registered
Class A Common Stock, par value $0.000001 per share
TTD
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. o


Item 5.07.    Submission of Matters to a Vote of Security Holders. 
On May 28, 2024, The Trade Desk, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Meeting”). As of the record date for the Meeting, which was established by the Company’s board of directors to be the close of business on April 1, 2024, there were 444,809,136 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 43,918,900 shares 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 488,728,036 shares of common stock outstanding as of the record date, 418,435,802 shares were represented at the Meeting, together representing a total of 813,375,152 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 amended and restated bylaws. The stockholders considered four proposals at the Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2024. The final number of votes cast for and against (or withheld) 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 elected two Class II directors to hold office for a three-year term expiring at the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified, by the following vote:

NameForWithheldBroker Non-Votes
Samantha Jacobson745,556,180 2,401,932 65,417,040 
Gokul Rajaram650,412,801 97,545,311 65,417,040 


Proposal 2. The stockholders approved The Trade Desk, Inc. 2024 Employee Stock Purchase Plan, which is an amendment and restatement of the Company’s 2016 Employee Stock Purchase Plan, by the following vote:

ForAgainstAbstainBroker Non-Votes
723,247,530 24,360,709 349,873 65,417,040 


Proposal 3. The stockholders approved, on a non-binding advisory basis, a three-year frequency for future non-binding advisory votes on named executive officer compensation, by the following vote:

3 Years2 Years1 YearAbstainBroker Non-Votes
465,858,376 526,432 280,364,953 1,208,351 65,417,040 


Proposal 4. The stockholders ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, by the following vote:

ForAgainstAbstain
809,133,680 3,384,306 857,166 

No other items were presented for stockholder approval at the Meeting.


SIGNATURES
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.
THE TRADE DESK, INC.

Date: May 30, 2024
By:
/s/ Laura Schenkein
Laura Schenkein
Chief Financial Officer
(Principal Financial and Accounting Officer)

v3.24.1.1.u2
Cover
May 28, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 28, 2024
Entity Registrant Name TRADE DESK, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-37879
Entity Tax Identification Number 27-1887399
Entity Address, Address Line One 42 N. Chestnut Street
Entity Address, City or Town Ventura
Entity Address, State or Province CA
Entity Address, Postal Zip Code 93001
City Area Code 805
Local Phone Number 585-3434
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.000001 per share
Trading Symbol TTD
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001671933
Amendment Flag false
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