Good morning, and welcome to the PubMatic, Inc. 2024 Annual Meeting of Stockholders. Please note that this event is being webcast. I would now like to turn the conference over to Rajeev Goel. Mr. Goel, please go ahead.
Thank you. Good morning, everyone. Welcome, and thanks for joining us for PubMatic's 2024 Annual Meeting of Stockholders. I'm Rajeev K. Goel, co-founder and Chief Executive Officer of PubMatic. I will act as the chair of this annual meeting and now call the meeting to order. In addition to myself, I'd like to introduce the other board members who are on the call today. Amar K. Goel, PubMatic's Chairman of the Board and Chief Innovation Officer, Susan Daimler, Shelagh Glaser, Anton Hanebrink, Ramon Jones, Nick Mehta, and Jacob Shulman. I would also like to introduce the other members of PubMatic's senior leadership team participating in today's meeting. Steven Pantelick, Chief Financial Officer, and Andrew Woods, General Counsel and Corporate Secretary. At this time, I'll turn the proceedings over to Andrew, who will act as Secretary of this annual meeting and keep the minutes.
Thanks, Rajeev. I'm advised by the Inspector of Election that a majority of the voting power of our outstanding capital stock entitled to vote at this meeting is present or represented by proxy here today, and that a quorum is therefore present. We will describe the proposals that are being voted on today during the course of this meeting. Polls are now open for voting. The voting today is by proxy and electronic ballot. Any stockholder who has not voted or wishes to change their vote may do so by clicking on the Vote button on the webcast portal and following the instructions there. Stockholders who have sent in proxies or previously voted via the internet or by phone and who do not wish to change their vote, do not need to take further action. Their votes will be counted automatically.
At this point, I would like to introduce a few more people who are in attendance at today's meeting. Christopher Azar of Deloitte & Touche LLP, our independent registered public accounting firm, and Aman Singh of Fenwick & West LLP, our outside counsel. Natalie Hairston of the American Election Services will act as the Inspector of Election for this meeting and tabulate results of the voting. Ms. Hairston has executed the Oath of Inspector of Election. Our Board of Directors fixed April 11, 2024, as the record date for determining the stockholders entitled to vote at this meeting.
Broadridge Financial Solutions has provided to PubMatic an affidavit attesting that a notice of internet availability of proxy materials was mailed on or about April eighteenth, two thousand and twenty-four, to all of PubMatic's stockholders of record, determined as of the close of business on the record date. The affidavit will be incorporated into the minutes of this meeting. I have a list of the stockholders entitled to vote at this meeting, which is available for inspection by any stockholder present or by any proxy holder representing a stockholder, and which list will be filed with the records of this meeting. The registered stockholder list is available for the duration of the meeting and can be found on the meeting page in the footer section.
The list of stockholders shows that as of the record date, there were 41,528,838 shares of our Class A common stock outstanding and entitled to vote at this meeting, and 8,485,912 shares of Class B common stock outstanding and entitled to vote at this meeting, with each share of Class A common stock entitled to 1 vote and each share of Class B common stock entitled to 10 votes. Now I will present the matters to be voted upon.
As stated in the notice of this annual meeting and our proxy statement, the first item of business is to elect eight directors, each to serve a one-year term, expiring at the 2025 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. The director nominees are Rajeev K. Goel, Amar K. Goel, Susan Daimler, Shelagh Glaser, Anton Hanebrink, Ramon Jones, Nick Mehta, and Jacob Shulman. No other director nominees have been properly submitted for election pursuant to our amended and restated bylaws or the rules of the Securities and Exchange Commission. Therefore, no other nominations may be accepted. The Board of Directors recommends a vote for the election of each of the nominated directors.
As Secretary of this annual meeting and on behalf of the Board of Directors, I move to the election of each of the nominated directors, which motion is seconded by proxy. The second item of business is to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The Board of Directors recommends a vote for the ratification of the appointment of Deloitte & Touche LLP. As Secretary of this annual meeting and on behalf of the Board of Directors, I move for approval of this proposal, which motion is seconded by proxy. The third item of business is to make a non-binding advisory vote on the compensation of PubMatic's named executive officers.
This non-binding advisory vote is commonly referred to as a say on pay vote and gives our stockholders the opportunity to express their views on our named executive officers' compensation as a whole... Under this proposal, our stockholders may cast a non-binding advisory vote on whether they agree with the compensation of our named executive officers. The Board of Directors recommends a vote for the approval on a non-binding advisory basis of the compensation of PubMatic's named executive officers. As secretary of this annual meeting, and on behalf of the Board of Directors, I move for approval of this non-binding proposal, which motion is seconded by proxy.
The fourth and final item of business is to vote on a proposed amendment to PubMatic's restated certificate of incorporation to permit the exculpation of PubMatic's officers for personal liability for the breach of the duty of care in certain actions, as permitted by Section 102(b)(7) of the Delaware General Corporation Law. The Board of Directors recommends a vote for the approval of the proposed amendment to PubMatic's restated certificate of incorporation. Our Board of Directors believes this proposed amendment is necessary to provide protection to PubMatic's officers to the fullest extent permitted by law in order to attract and retain highly qualified senior leadership. This proposed amendment is not in response to any specific circumstance, resignation, threat of resignation, or refusal to serve by any officer.
As Secretary of this annual meeting, and on behalf of the Board of Directors, I move for approval of this proposal, which motion is seconded by proxy. As noted earlier today, the voting today is by proxy and electronic ballot. Any stockholder who has not voted or wishes to change their vote may do so by clicking on the Vote button on the webcast portal and following the instructions there. Stockholders who have sent in proxies or previously voted via the Internet or by phone, and who do not wish to change their vote, do not need to take further action. Their votes will be counted automatically. We expect to leave the polls open for approximately one minute to allow anyone who chooses to vote here to cast their ballots. That time begins now.
Now that everyone has had the opportunity to vote, I now declare the polls for the 2024 annual meeting of stockholders of PubMatic, Inc. closed. We now have preliminary voting results. Directors elected pursuant to Proposal One are elected by a plurality of the votes of the shares of capital stock present in person or represented by proxy at the meeting and entitled to vote on the election of directors, which means that the eight nominees receiving the highest number of affirmative votes will be elected to the board of directors. Based on results as tabulated by the Inspector of Elections, Rajeev K. Goel, Amar K.
Goel, Susan Daimler, Shelagh Glaser, Anton Hanebrink, Ramon Jones, Nick Mehta, and Jacob Shulman are the eight nominees on the ballot who received the highest number of affirmative votes cast, and therefore each nominee has been elected to the Board of Directors. The vote required to approve Proposal Two is the affirmative vote of the holders of a majority of the voting power of the shares of capital stock entitled to vote on Proposal Two, that are present in person or represented by proxy at the meeting and are voted for or against the matter. Based on results as tabulated by the Inspector of Election, the proposal to ratify the appointment of Deloitte & Touche LLP has been approved by a majority of the votes cast.
The vote required to approve Proposal Three is the affirmative vote of the holders of a majority of the voting power of the shares of capital stock entitled to vote on Proposal Three that are present in person or represented by proxy at the meeting and are voted for or against the matter. Based on results as tabulated by the Inspector of Election, the proposal to approve on a non-binding advisory basis the compensation of PubMatic's named executive officers has been approved by a majority of the votes cast. The vote required to approve Proposal Four is the affirmative vote of the holders of a majority of the voting power of the shares of capital stock outstanding and entitled to vote on Proposal Four.
Based on results as tabulated by the Inspector of Election, the proposed amendment to PubMatic's restated Certificate of Incorporation to permit the exculpation of PubMatic officers for personal liability for the breach of duty of care in certain actions has been approved by a majority of the voting power of the shares outstanding. The final report by the Inspector of Election will be included as part of the record of this meeting. The final voting results will be included in a filing with the Securities and Exchange Commission. This concludes the formal agenda of the 2024 annual meeting of the stockholders of PubMatic, and the annual meeting is now concluded. At this point, I'd like to entertain any questions that you may have. To ask a question, please input the question in writing where indicated on the webcast portal for this meeting.
Only stockholders will be permitted to present questions, and you must have your 16-digit control number to do so. Before doing so, I would like to remind everyone that during the course of this annual meeting of stockholders, we may make projections or other forward-looking statements regarding future events or the future financial performance of the company. I wish to caution you, these statements are only predictions, and that actual events or results may differ materially. I refer you to documents that the company files from time to time with the Securities and Exchange Commission, specifically the company's annual report, as filed on our Form 10-K for the year ended December 31, 2023, and the quarterly report, as filed on Form 10-Q for the quarter ended March 31, 2024, which can be found on our website, www.investors.pubmatic.com.
We will now pause for a minute to allow stockholders to submit questions. We will now review any questions submitted. There appear to be no questions. Thank you for coming.
This concludes PubMatic, Inc.'s 2024 annual stockholders meeting. A replay of the meeting will be available within 24 hours at the website you logged into today. You will now be disconnected from the meeting.