Trade Desk, Inc. 8-K

What Happened

• Trade Desk, Inc. filed an 8-K on May 8, 2026 reporting the results of its May 4, 2026 annual meeting of stockholders. As of the record date (close of business April 6, 2026) there were 426,989,140 shares of Class A common stock and 43,108,629 shares of Class B common stock outstanding (470,097,769 total). A quorum was present with 361,204,763 shares represented, totaling 748,851,674 votes.
• Stockholders elected two Class I directors (including the Class A Director elected by Class A holders), approved the company’s executive compensation on a non‑binding advisory basis ("say-on-pay"), and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026.

Key Details

• Director elections (three‑year terms expiring 2029):
  • Andrea L. Cunningham (Class A Director): For 82,759,848; Withheld 169,344,189; Broker non‑votes 66,028,847.
  • Jeff T. Green: For 631,530,355; Withheld 51,292,472; Broker non‑votes 66,028,847.
• Advisory vote on executive compensation (say-on-pay): For 509,592,084; Against 172,498,666; Abstain 732,077; Broker non‑votes 66,028,847.
• Auditor ratification: PricewaterhouseCoopers LLP ratified with For 738,886,896; Against 9,360,368; Abstain 604,410.

Why It Matters

• Governance: The election results determine the company's board composition for the next three years and reflect shareholder support levels for incumbent directors.
• Compensation oversight: The non‑binding say‑on‑pay vote was approved, indicating a majority of votes cast supported the company’s executive pay disclosures and policies, though a meaningful minority voted against.
• Audit continuity: Ratification of PwC confirms continuity of the company’s independent auditor for fiscal 2026, an item investors watch for financial reporting integrity.

Keywords: annual meeting, director election, say-on-pay, auditor ratification, Trade Desk, governance, votes.