AGM 2020

Mar 20, 2020

Ladies and gentlemen, thank you for standing by, and welcome to the Rubicon Virtual Annual Meeting 2020. At this time, all participants' lines are in a listen only mode. Please be advised. I would now like to hand the conference over to your host today, Mr. Frank Adate. Sir, please begin. Thank you. Good morning, ladies and gentlemen. Will the meeting please come to order? I want to welcome all of you to Rubicon Project's special meeting of stockholders. I'm Frank Adante, the Chairman and Founder of Rubicon Project. I will be presiding as the Chairman of this meeting. John Feldman, our Co General Counsel and Corporate Secretary will act as secretary of the meeting, who will also be assisting me with our presentation today. And with that, I will turn it over to Thanks, Frank. We will now proceed with the formal business of the meeting. I have received an affidavit of mailing stating that the notice, proxy statement and proxy were mailed on or about February 13, 2020, to all stockholders of record as of February 11, 2020, the record date for this special meeting. The affidavit will be filed within minutes of the meeting. We have appointed Josh McGinn, a representative of American Stock Transfer and Trust Company, to act as Inspector of Elections for this special meeting. Josh, thank you for joining us today. The Inspector of Election has signed an oath of office, which will be filed within minutes of this meeting. The Inspector of Elections has advised me that we have present in person or by proxy a sufficient number of shares to constitute a quorum. Therefore, the special meeting is duly constituted and we may proceed with business. Thank you, Joan. As previously announced, the meeting will be adjourned at this time in order to commence the meeting virtually to provide the company's stockholders the opportunity to participate in today's process in light of the public health concerns related to the coronavirus pandemic. Accordingly, I now declare this meeting of stockholders adjourned until 10:0:5 a. M. Pacific Time today. At that time, this meeting will be reconvened via the web address previously published in the supplement to the joint proxy statement prospectus and press release filed by Rubicon Project on March 23, 2020. I want to thank you all for attending today's meeting and for the interest you have shown in the affairs of Rubicon Project. We very much appreciate your attendance today. And as always, thank you for your support. The special meeting of stockholders of Rubicon Project is now adjourned until 10:05 a. M. Pacific Time today and will be held via the web address previously published in the supplement of the joint proxy statement prospectus and press release filed by Rubicon Project on March 23, 2020. And I assume I wait till 10:05? Ladies and gentlemen, we will now reconvene the special meeting of stockholders. Will the meeting please come to order? Once again, I want to welcome all of you to Rubicon Project's special meeting of stockholders. For those of you joining us, I'm Frank Adante, the Chairman and Founder of Rubicon Project, and I will be presiding as the Chairman of this meeting. In addition to myself, some of the other members of the Rubicon Project Board of Directors are present on the line. We also have a number of officers present on the line. John Feldman, our Co General Counsel and Corporate Secretary is present as well as Michael Barrett, CEO David Day, our CFO and Nick Kormeluk, our VP of Investor Relations. John will act as secretary of the meeting and he will also be assisting me with our presentation today. Before we continue, I would like to make the following announcements. All proxies and powers of attorney to vote shares of stock at this meeting must be filed with the corporate secretary of the company. As described in the joint proxy statement prospectus for the special meeting previously distributed, you are currently you are entitled to participate in and vote at this meeting. If you were a stockholder as of the close of business on February 11, 2020, which is the record date for this special meeting or holding legal proxy for the meeting provided by your bank, broker or nominee. If you have an 11 digit voter control number issued by AST and wish to vote during this meeting, you may do so by clicking the proxy voting site link on the left hand panel of your screen. If you registered with your 11 digit voter control number, you may also ask questions during the meeting by clicking on the chat box icon located on top of the left hand panel of your screen. Questions may not be asked orally. A digital copy of the joint proxy statement prospectus dated February 12, 2020 is also available for your review. You may access that document by clicking on the link named proxy statements on the left hand side of your screen. And with that, I will turn it over to John. Thank you, Frank, and good morning. The special meeting is being held in accordance with the company's bylaws and Delaware law. An agenda that outlines the order of business for the meeting is displayed on the screen. During the special meeting, we will address the matters described in the company's and Telaria's joint proxy statement perspective dated February 12, 2020. Validating will be completed, an announcement will be made regarding the results, and then the formal meeting will be adjourned. During the special meeting, questions should be restricted to the procedures for the meeting and the proposals under consideration. Thank you for your understanding. If you're eligible to vote and have not submitted your ballot or proxy or if you want to change your vote, please cast your vote by clicking the proxy voting site link on the left hand panel of your screen. Ballots will be tallied after we have voted on all matters on the agenda. Upon receipt of the ballots, the polls will officially be closed. The votes cast today will be counted in the final tally along with the proxies previously received. We will announce the preliminary results of the voting at the end of this meeting. Does anyone have any questions regarding these voting procedures? Seeing no questions, we will now proceed with the form of business of the meeting. I've received an affidavit of mailing stating that the notice, a proxy statement and proxy were mailed on February 13, 2020, to all stockholders of record as of February 11, 2020, the record date for this special meeting. The affidavit will be filed within minutes of the meeting. We have appointed Josh McGinn, a representative of American Stock Transfer and Trust Company, to act as Inspector of Elections for this special meeting. Josh, thank you for joining us today. The Inspector of Elections has signed an oath of office, which will be filed within minutes of this meeting. The Inspector of Election has advised me that we have present in person or by proxy a sufficient number of shares to constitute a form. Therefore, the special meeting is duly constituted, and we may proceed with business. Frank, would you open the polls, please? Sure. It is now 1109 or 10:09 Pacific Time and the polls are open. The first item of business is the proposal to approve the issuance of Rubicon Project common stock par value $0.0001 per share to Telaria stockholders in connection with the merger contemplated by the agreement and plan of merger dated as of December 19, 2019 by among the Rubicon Project, Inc, Madison Merger Corp, a wholly owned subsidiary of the Rubicon Project, Inc, and Telaria, Inc, which we'll refer to as the merger agreement from hereon. The second item of business is the proposal to vote to adjourn the special meeting if necessary or appropriate for the purpose of soliciting additional proxies to vote to approve the share issuance proposal. Rubicon Project's Board of Directors recommends stockholders vote in favor of both proposals. Are there any questions on these proposals? You can submit a question by clicking on the chat box icon located on the top of the left hand panel of your screen. We will respond to as many questions as possible. Seeing no questions, I will now describe the voting procedure. Voting is by proxy and digital ballot. Each share of common stock is entitled to one vote. Let me remind you that if you have already sent in your signed proxy or submitted your signed proxy at this meeting, there is no need for you to cast the ballot now unless you wish to change the vote that you put on your proxy. The individuals names in the proxy or any of them will vote your shares as indicated on the proxy that you already have mailed or delivered to us. As a reminder, if you're voting today, please make sure you have your 11 digit voter control number issued by AST and click the proxy voting site link on the left hand side of your screen. We will provide an additional 30 seconds for submission of voting. It is now 10:11 a. M. Pacific Time and the polls for each matter to be voted on at this meeting are now closed. No additional ballots, proxies or votes and no changes or revocations can be accepted. The proxies and ballots will now be tabulated by the Inspector of Election. Based on preliminary information provided by the Inspector of Election, I can report that, 1, the proposal to approve the issuance of Rubicon Project shares of common stock to Telaria stockholders has been approved by the affirmative vote of the holders of a majority of the outstanding shares of Rubicon Project's common stock present in person or represented by proxy and entitled to vote at this meeting and 2, the proposal to vote to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies to vote to approve the share issuance proposal has been approved by the affirmative vote of the holders of a majority of the outstanding shares of Rubicon Project's common stock present in person or represented by proxy and entitled to vote at this special meeting. The final voting results, including any ballots and proxies recorded during this special meeting, will be set forth in the report of the Inspector of Election and will be included in the minutes of the meeting. The final results will also be reported in a Form 8 ks to be filed with the SEC within 4 business days following this special meeting. I hereby declare that, 1, the proposal to approve the issuance of Rubicon Project shares of common stock to Telaria's stockholders and 2, the proposal to vote to adjourn the special meeting if necessary or appropriate for the purpose of soliciting additional proxies to vote to approve the share issuance proposal has been approved. However, because the first proposal has been approved, it will not be necessary to adjourn this specialty for purposes of soliciting additional proxies. I want to thank you all for attending today's meeting and for the interest you have shown in the affairs of Rubicon Project. We very much appreciate your attendance and always thank you for your support. This meeting of stockholders of Rubicon Project is now adjourned. Ladies and gentlemen, thank you