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 5, 2025

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 2025 annual meeting of stockholders of the Company held on June 5, 2025, 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 16, 2025 (the “Proxy Statement”). The final results of voting on each proposal are as follows:

Proposal 1: Election of three Class II directors to serve until the Company’s 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified.


	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Michael G. Barrett	101,314,992	4,861,642	55,723	20,025,828
Rachel Lam	100,535,661	5,575,234	121,462	20,025,828
Robert F. Spillane	100,281,948	5,855,923	94,486	20,025,828

Michael G. Barrett, Rachel Lam and Robert F. Spillane, the nominees for Class II 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.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
126,066,771	127,414	64,000	---

The foregoing proposal was approved.

Proposal 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
89,783,997	16,384,488	63,872	20,025,828

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 9, 2025	By:	/s/ David Day
			David Day
			Chief Financial Officer

MAGNITE, INC. 8-K