PubMatic, Inc. (PUBM) Earnings Call Transcript & Summary

Good morning, and welcome to the PubMatic Inc. 2021 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 2021 Annual Meeting of Stockholders. I'm Rajeev Goel, Co-Founder and Chief Executive Officer of PubMatic. I will act as Chair of this annual meeting and now call the meeting to order. We are hosting our annual meeting virtually, with our stockholders attending via our web meeting portal. Through this online platform, we believe we are able to increase stockholder participation and reach a greater number of our stockholders. We also believe that a virtual stockholder meeting provides greater access and a safer forum in light of the ongoing COVID-19 pandemic. In addition to myself, I'd like to introduce the other Board members who are on the call today: Amar Goel, PubMatic's Chairman of the Board and Chief Innovation Officer; Cathleen Black; Eric Carlborg; Susan Daimler; Ashish Gupta; and Narendra Gupta. And other members of PubMatic's senior leadership team participating in today's meeting are Steven Pantelick, Chief Financial Officer; and Thomas Chow, General Counsel and Secretary. At this time, I would like to introduce Thomas Chow, our General Counsel and Secretary, who will act as Secretary of this annual meeting and keep the minutes. Thomas will now begin the formal matters to be discussed at this meeting.

Thanks, Rajeev. I'm advised by the inspector of election that over 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 to be voted on today later on during the meeting. Polls are now open for voting. The voting today is by proxy and electronic ballot. [Operator Instructions] 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 close the polls approximately 1 minute after the presentation of matters to be voted upon at the meeting and question-and-answer session. We will answer questions regarding matters to be voted upon at the meeting after all matters have been presented, as appropriate. Stockholders are limited to one question each. Though we may not be able to answer every single question, we will do our best to respond to as many as possible in the time permitted. The time permitted for the question-and-answer session will be limited to 10 minutes. [Operator Instructions] Only stockholders will be permitted to present questions, and you must have your 16 digit control number to do so. At this point, I would also like to introduce a few more people who are in attendance at today's meeting: Previn Waas of Deloitte & Touche LLP, our independent registered public accounting firm; and Eli Curi and Michael Shaw of Fenwick & West LLP, our outside counsel. Broadridge Financial Services will act as the inspector of election for this meeting and tabulate results of the voting. They have taken the oath of inspector of election this morning. Let me now turn to the formal business of this meeting. The proposals to be considered at this meeting are described in our proxy statement dated April 20, 2021, and I will review these in a few minutes. But first, I will report on the notice for this meeting. Our Board of Directors fixed April 9, 2021 as the record date for determining the stockholders entitled to vote at this meeting. I present to this meeting an affidavit of Broadridge Financial Services attesting that a notice of Internet availability of proxy materials was mailed on or about April 20, 2021 to all of PubMatic 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 7,264,277 shares of our Class A common stock outstanding and entitled to vote at this meeting, and 42,000,411 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. As previously mentioned, the inspector of election has advised that over 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. This meeting is therefore authorized to transact business. Now I will present the matters to be voted upon. Proposal 1, election of directors. As stated in the notice of this annual meeting and our proxy statement, the first item of business is to elect 6 directors, each to serve a 1-year term expiring at the 2022 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 Cathleen Black, W. Eric Carlborg, Susan Daimler, Amar K. Goel, Rajeev K. Goel and Narendra Gupta. No other director nominees have been properly submitted for election pursuant to our bylaws or the Securities and Exchange Commission rules. 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 for the election of each of the nominated directors, which motion is seconded by proxy. Proposal 2, ratification of independent registered public accounting firm. 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, 2021. 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. We will now address any questions relevant to the proposals that stockholders may have submitted through the webcast portal. Please note that we will not address any questions which are irrelevant to the matters presented at this meeting. [Operator Instructions] As noted earlier, stockholders are limited to one question each. Though we may not be able to answer every single question, we will do our best to respond to as many as possible in the time permitted. The time permitted for the question-and-answer session will be limited to 10 minutes. If we do not receive any relevant questions, we will conclude the question-and-answer session earlier. If you have a specific question about a PubMatic service offering or your customer account, please feel free to send those questions to the following e-mail address, investors@pubmatic.com. We will now pause for a minute to allow stockholders to submit questions.

We do not see any questions, and we'll conclude the question-and-answer session.

As noted earlier, the voting today is by proxy and electronic ballot. [Operator Instructions] 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 1 minute to allow anyone who chooses to vote here to cast ballots. Time begins now. [Voting]

Now that everyone has had the opportunity to vote, I now declare the polls for the 2021 Annual Meeting of Shareholders of PubMatic, Inc. closed. Results of voting. We now have preliminary voting results. Directors elected pursuant to proposal 1 are elected by a plurality of the votes of the shares of capital stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors, which means that the 6 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 election, Cathleen Black, W. Eric Carlborg, Susan Daimler, Amar K. Goel, Rajeev K. Goel and Narendra Gupta are the 6 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 2 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 2 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. There are no other formal items of business before this meeting. Final results of this vote will be recorded as stated in the minutes of this meeting and also filed with the Securities and Exchange Commission on a Form 8-K within 4 business days. Thank you to those who participated in today's virtual meeting. This now concludes our annual meeting, and the meeting is now adjourned.

This concludes PubMatic, Inc. 2021 Annual Stockholders' Meeting. You will now be disconnected from the meeting. Thank you, and have a good day.