株探米国株
英語
エドガーで原本を確認する
0001671933false00016719332023-05-252023-05-25

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 25, 2023
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



Item 5.07.    Submission of Matters to a Vote of Security Holders. 

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 On May 25, 2023, The Trade Desk, Inc. (the “Company”) held its 2023 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 March 31, 2023, there were 444,040,336 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 44,035,900 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 488,076,236 shares of common stock outstanding as of the record date, 419,074,091 shares were represented at the Meeting, together representing a total of 815,066,442 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 two 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, 2023, as supplemented by the Company’s additional proxy materials filed with the SEC on April 26, 2023. 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 I directors to hold office for a three-year term expiring at the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified, by the following vote:

Name For Withheld Broker Non-Votes
Jeff T. Green 683,015,187  62,531,424  69,519,831 
Andrea L. Cunningham 633,856,848  111,689,763  69,519,831 

Proposal 2. 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, 2023, by the following vote:

For Against Abstain
813,326,887  1,505,162  234,393 

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, 2023
By:
/s/ Blake J. Grayson
Blake J. Grayson
Chief Financial Officer
(Principal Financial and Accounting Officer)