0001595974FALSE00015959742024-06-122024-06-12

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

June 12, 2024
Date of Report (Date of earliest event reported)

MAGNITE, INC.
(Exact name of registrant as specified in its charter)

Delaware
001-36384
20-8881738
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1250 Broadway, 15th Floor
New York, New York 10001
(Address of principal executive offices, including zip code)
(212) 243-2769
(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:

☐
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
Common stock, par value $0.00001 per share
MGNI
Nasdaq Global Select Market
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.  ☐


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

At the 2024 annual meeting of stockholders of the Company held on June 12, 2024, the Company’s stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2024 (the “Proxy Statement”). The final results of voting on each proposal are as follows:
Proposal 1: Election of three Class I directors to serve until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified.
FORAGAINSTABSTAINBROKER NON-VOTES
Sarah P. Harden95,936,5723,649,43873,50121,569,327
James Rossman95,493,8214,059,487106,20321,569,327
Diane Yu97,991,4931,597,61870,40021,569,327

Sarah P. Harden, James Rossman, and Diane Yu, the nominees for Class I directors, were each elected.
Proposal 2: Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year.
FORAGAINSTABSTAINBROKER NON-VOTES
120,658,464254,932315,442---

The foregoing proposal was approved.
Proposal 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers.
FORAGAINSTABSTAINBROKER NON-VOTES
93,070,5416,382,642206,32821,569,327

The Company’s stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement.


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.

MAGNITE, INC.
Date:
June 14, 2024
By:
/s/ David Day
David Day
Chief Financial Officer

v3.24.1.1.u2
Cover
Jun. 12, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 12, 2024
Entity Registrant Name MAGNITE, INC.
Title of 12(b) Security Common stock, par value $0.00001 per share
Entity Incorporation, State or Country Code DE
Entity File Number 001-36384
Entity Tax Identification Number 20-8881738
Entity Address, Address Line One 1250 Broadway,
Entity Address, Address Line Two 15th Floor
Entity Address, Postal Zip Code 10001
Entity Address, City or Town New York,
Entity Address, State or Province NY
City Area Code 212
Local Phone Number 243-2769
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Trading Symbol MGNI
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001595974
Amendment Flag false
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