PubMatic, Inc.

8-K · pubm-20260529.htm iXBRL

0001422930 2026-05-29 2026-05-29 0001422930 2025-05-30 2025-05-30

 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 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 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:

 Nominee Votes For   Votes Withheld   Broker Non-Votes
 Susan Daimler 88,485,605 12,419,605 6,266,964
 Shelagh Glaser 100,450,963 454,247 6,266,964
 Amar K. Goel 100,066,773 838,437 6,266,964
 Rajeev K. Goel 100,436,437 468,773 6,266,964
 Anton Hanebrink 100,432,875 472,335 6,266,964
 Ramon Jones 94,064,997 6,840,213 6,266,964
 Nick Mehta 100,252,334 652,876 6,266,964
 Jacob Shulman 100,327,026 578,184 6,266,964

 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 Against Abstentions   Broker Non-Votes
 106,944,394 197,699 30,081 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
 97,599,461 3,188,337 117,412 6,266,964

 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, 2026 By: /s/ Andrew Woods
 Andrew Woods
 General Counsel and Secretary