The Trade Desk, Inc. (TTD) Earnings Call Transcript & Summary

Good day, and welcome to The Trade Desk, Inc. 2020 Special Meeting of Stockholders. I would now like to turn the conference over to Jeff Green. Please go ahead.

Hello. Welcome to The Trade Desk 2020 Special Meeting of Stockholders. I am Jeff Green, the Chairman of the Board of Directors, and I call this meeting to order. We have the following officers of the company in attendance: Blake Grayson, our CFO; and Jay Grant, our Chief Legal Officer, in addition to myself. Other members of our Board of Directors in attendance are Lise Buyer, Kate Falberg, Thomas Falk, Eric Paley, Gokul Rajaram, Brian Stempeck and David Wells. We'll hold the formal part of the meeting first. Following the formal part, we will answer a few questions that have been submitted to the stockholder meeting link listed in our proxy. This meeting is being held to approve proposals relating to the amendment of our certificate of incorporation and bylaws as described in the proxy statement previously delivered to you. Jay Grant is our Chief Legal Officer and will serve as Secretary for this meeting. Jay has verified that this meeting has been called in compliance with the company's Bylaws and Delaware law. The inspector of elections for this meeting is Jim Alden from American Election Services, a representative of Broadridge. I have proof by affidavit that notice of this meeting was given and that the proxy materials commenced mailing on October 27, 2020, to all stockholders of record at the close of business on October 20, 2020. Jay, do we have a quorum represented by proxy?

Yes, Jeff. Based on the proxies that have been delivered, the inspector of elections has advised me that a quorum is present at this meeting. The inspector of elections has now signed the oath of office. The affidavit of mailing and the oath of the inspector of elections will now be filed with the minutes of the meeting, and the meeting is duly constituted.

Thanks, Jay. So the meeting is duly constituted, and the polls are now open for the following proposals: One, to approve an amendment to our certificate of incorporation to change the events upon which all of our shares of Class B common stock will automatically convert into Class A common stock. Two, to approve an amendment to our certificate of incorporation to permit stockholders to act by written consent beginning on the first date on which the outstanding shares of Class B common stock represent less than 50% of the company's outstanding voting power. And three, to approve an amendment to our certificate of incorporation to permit stockholders owning at least 20% of our outstanding shares of common stock continuously for 1 year to request special stockholder meeting. Four, to approve an amendment to our certificate of incorporation to provide that the holders of our Class A common stock, voting as a single class, will be entitled to elect 1 director if the total number of directors is 8 or fewer or 2 directors if the total number of directors is 9 or greater. Five, to adopt the Amended and Restated Bylaws of the company as described in our proxy. The Board of Directors recommends that stockholders vote for all proposals. We will vote by ballot on the agenda items described in the proxy statement previously sent to you. Any stockholder who hasn't yet voted or wishes to change their vote, may do so now by clicking the Vote Here Button on the stockholder meeting link and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote, do not need to take any further action. We will follow a few moment -- sorry, we will allow a few moments for stockholders who haven't voted to complete their voting now. I'd like to remind you that some of the statements made at this meeting may be considered forward-looking and are subject to certain risks and uncertainties that are described in our filings with the SEC, including our most recent annual report on Form 10-K for the fiscal year ended December 31, 2019 and our quarterly report on Form 10-Q for the quarter ended September 30, 2020. [Voting]

Polls for each matter to be voted on at this meeting are now closed. No additional ballots, proxies or votes and no changes or revocations will be accepted. Jay, will you report on the vote of the matters brought before this meeting?

Based on preliminary results, Proposal One, Proposal Two, Proposal Three, Proposal Four and Proposal Five have received an affirmative vote of the holders of at least [ 66 2/3% ] of the voting power of our outstanding shares entitled to vote. These proposals have also received the majority of the minority approval as defined in our proxy statement. Proposal One has also received the affirmative vote of the holders of a majority of the outstanding shares of our Class B common stock outstanding and entitled to vote as of the record date. We will be reporting the final vote results in a Form 8-K to be filed within 4 business days of today's meeting.

Thank you. This concludes the formal portion of our 2020 Special Stockholders' Meeting. There being no further business, I declare that the special meeting of stockholders is concluded. We can now move to the question-and-answer section.

Thank you, Jeff. We now have time for a few questions that have been submitted to the stockholder meeting link listed in our proxy. I would like to remind everyone that we will not take questions that may relate to material, nonpublic information. A full list of the rules and regulations for the special meeting can be found in our 2020 special meeting code of conduct posted on the virtual shareholder meeting website. Chris Toth, our Vice President of Investor Relations, will help facilitate the question-and-answer session.

Thank you, Jay. At this moment, we have no questions in the queue. This now will conclude our 2020 special meeting, and we thank you all for participating.

Thank you, everyone.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.