AGM 2020

Jul 6, 2020

Hello, and welcome to Magnite, Inc. Annual Meeting 2020. Please note that today's meeting is being recorded. During the meeting, we'll have a question and answer It is now my pleasure to turn today's meeting over to Paul Kane, Non Executive Chairman of the Board. Mr. Kane, the floor is yours. Thank you, operator. Good afternoon. I'm Paul Kane, Non Executive Chairman of the Board. It is 12 o'clock Pacific Time on July 8, 2020. In accordance with the notice of the meeting, I call to order Magnite Inc. 2020 Annual Meeting of Stockholders. Before we get to formal business of the meeting, I'd like to introduce the other members of the Board that are present today by teleconference. Michael Barrett, also our President and CEO Robert Frankenberg Sarah Harden Robert Spillane Lisa Trox Doug Knopfer, Rachel Lam and Jim Rossman. I would also like to introduce members of the management team that are present today: David Day, our Chief Financial Officer Aaron Saltz, our General Counsel and Secretary and Nick Kormelec, our VP of Investor Relations. I would also like to recognize Don Crawford from the firm Deloitte and Touche LLP, our independent registered public accounting firm. Before we continue, I'd like to make the following announcement. 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 proxy statement for the annual meeting previously distributed, you're entitled to participate in and vote at this meeting if you are a stockholder as the close of business on May 14, 2020, which is the record date for this annual meeting, or hold the legal proxy for the meeting provided by your bank, broker or nominee. If you have an 11 digit control number included on the notice of Internet availability or the proxy card or voting instruction form 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're registered with your 11 digit control number, you may also ask questions during the meeting by clicking on the chat box icon located on the top left hand panel of your screen. Questions may not be asked orally. A digital copy of the proxy statement dated May 27, 2020 is also available for your review. You may access that document by clicking on the link named proxy statement. Now we will turn to the formal business of the meeting. There are 4 proposals on today's agenda. 1st, the election of 3 Class III Directors 2nd, the ratification of the selection of Deloitte and Touche LLP as the company's independent registered public accounting firm for the current fiscal year and third, the approval on an advisory basis of the compensation of the company's named executive officers and 4th, the approval on an advisory basis of the frequency of future advisory votes on the compensation of the company's named executive officers. Detailed information concerning each of these proposals is contained in the company's proxy statement. A question and comment period will follow the presentation of the 4 proposals. During that period, your questions and comments should be limited to the proposals. Following this initial question and comment period, the polls will be open for voting. Later in the meeting, there will be a general question and comment period. If you registered with your control number, you may ask questions during the meeting by clicking on the chat box icon located on the top left hand panel of your screen. Mr. Saltz, the Secretary of the meeting, has received an affidavit of mailing establishments that notice of the meeting was duly given to the company's stockholder as of May 14, 2020. The record date for the meeting commencing on May 27, 2020. A copy of the notice of the meeting and the affidavit of mailing will be incorporated to the minutes of the meeting. A complete list of the company's stockholders as of the record date has been available at the company's headquarters. Mr. Saltz will now report on the presence of Quorum for the meeting. As of the record date, there were 107,406,428 shares of the company's common stock issued an outstanding and entitled to vote at the meeting. Craig Colosso of American Stock Transfer and Trust Company has been appointed the Inspector of Election for the meeting, and the company has received his written oath to faithfully execute his duties as Inspector of Election. Based upon the preliminary report of the Inspector of Election, the holders of approximately 82.2% of outstanding shares entitled to vote at the meeting are represented in person or by proxy and a quorum is present. Thank you. We'll now proceed with the business of the meeting. The first item of the business is the election of the 3 Class III directors to hold office until the 2023 Annual Meeting of Stockholders, subject to the election and qualification of their respective successors. The Board's nominees are Ms. Lisa L. Trox, Mr. Doug Knopper and myself. Other nominations must be made within the time frames and in accordance with the procedures set forth in the company's bylaws and no other nominations have been made. Therefore, no further nominations may be made at this time and I declare the nominations closed. The second item of business is the ratification of the selection of Deloitte and Touche LLP as the company's independent registered public accounting firm for the current fiscal year. The Audit Committee appointed Deloitte as the company's independent registered public accounting firm for the current fiscal year. The representatives from Deloitte here today have advised me that they have no formal statements to make, but they will be available during the questions and comments period to respond to appropriate questions from stockholders. The 3rd item of business is the approval on an advisory basis of the compensation of the company's named executive officers under the Dodd Frank Wall Street Reform and Consumer Protection Act or the Dodd Frank Act and Section 14A of the Exchange Act of 1934, as amended, the company's stockholders are entitled to vote to approve on an advisory basis the compensation of the company's named executive officers as disclosed in the proxy statement in accordance with the SEC rules. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the company's named executive officers and the philosophy, policies and practices described in the proxy statement. The compensation of the company's named executive officers subject to the vote is disclosed in the executive compensation tables and the related narrative disclosure contained in the proxy statement. The Board recommends that the stockholders vote in favor of this proposal. The 4th item of business is the approval on an advisory basis of the frequency of future advisory votes on the compensation of the company's named executive officers. The Dodd Frank Act and Section 14A of the Exchange Act also enabled the company's stockholders at least once every 6 years to indicate their preference regarding how frequently the company should solicit a non binding advisory vote on the compensation of the company's named executive officers as disclosed in the company's proxy statement. Accordingly, the company is asking stockholders to indicate whether they would prefer an advisory vote every year or every other year or every 3 years. The Board of Directors believes that an annual advisory vote on the compensation of the company's named executive officers will allow our stockholders to provide timely and direct input on our executive compensation philosophy, policies and practices, which is consistent with our efforts to engage in an ongoing dialogue with our stockholders on executive compensation and corporate governance matters. We will now proceed to the question and comment period for agenda items. As I've said, questions and comments at this time are limited to the specific proposals. As a reminder, if you registered with their control number, you may ask questions by clicking on the chat box icon located on the top of the left hand panel of your screen. The floor is now open for stockholder questions or comments. Thank you, Paul. There are no questions or comments on the agenda items. It is now 3:13 p. M. And the polls are open. If you previously voted by proxy, whether by mail, telephone or Internet, you should not vote today by ballot unless you wish to change your vote. As a reminder, if you are voting today, please make sure you have your control number included on the notice of Internet availability or the proxy card or voting instruction form and click the voting proxy site link on the left hand side of your screen. We will provide additional time for the submission of voting. It is now 3:15 and the polls for each matter to be voted on at this meeting are closed. No additional ballots, proxies or votes and no changes or revocations will be accepted. The Inspector of Election will tabulate the books. Based on the preliminary report of the Inspector of Election, a majority of the shares present in person are represented by proxy and entitled to vote on the matters have been voted, with more votes cast for than against each Class III Director nominee and Proposal 2, 3 and 4. On Proposal number 1, Ms. Lisa Eltrow, Mr. Doug Knopper and Mr. Paul Kean are elected as Class 3 directors to hold office until the 2023 Annual Meeting of Stockholders, subject to the election and qualification of their respective successors. On proposal number 2, the selection of Deloitte and Touche LLP as the company's independent registered public accounting firm for the current fiscal year is ratified. On proposal number 3, the compensation of the company's named executive officers is approved on an advisory basis. On proposal number 4, an annual frequency of future advisory votes on the compensation of the company's named executive officers is approved on an advisory basis. As there is no other business before the meeting, the meeting is adjourned. We have now come to the part of the agenda for general questions and comments. Before we begin, I'd like to remind you that we may be making forward looking statements in our response to your questions and comments concerning our business. Questions may not be asked orally. We have received no questions. Okay. Thank you for joining us at today's Annual Meeting. I look forward to speaking to you again next year. Have a great afternoon. This concludes the meeting. You may now disconnect.