MediaAlpha (NYSE: MAX) holders back directors and PwC at 2026 meeting

Rhea-AI Filing Summary

MediaAlpha, Inc. held its 2026 annual stockholder meeting on May 5, 2026, with strong turnout as 54,039,026 shares were present, representing approximately 85.2% of shares entitled to vote. Stockholders elected Venmal (Raji) Arasu and Kathy Vrabeck as Class III directors for three-year terms ending at the 2029 annual meeting. Arasu received 47,039,778 votes in favor and Vrabeck received 42,090,865 votes in favor, each winning by more than a majority of votes cast.

Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 53,982,471 votes for, 51,004 against, and 5,551 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Class A shares entitled to vote: 55,169,591 shares Class B shares entitled to vote: 8,288,267 shares Shares present at meeting: 54,039,026 shares +4 more

7 metrics

Class A shares entitled to vote 55,169,591 shares Class A common stock issued, outstanding and entitled to vote at 2026 meeting

Class B shares entitled to vote 8,288,267 shares Class B common stock issued, outstanding and entitled to vote at 2026 meeting

Shares present at meeting 54,039,026 shares Common shares present in person or by proxy, about 85.2% of eligible

Votes for Arasu 47,039,778 votes Votes cast in favor of Venmal (Raji) Arasu as Class III director

Votes for Vrabeck 42,090,865 votes Votes cast in favor of Kathy Vrabeck as Class III director

Votes for PwC ratification 53,982,471 votes Votes to ratify PricewaterhouseCoopers LLP as independent auditor for 2026

Votes against PwC ratification 51,004 votes Votes against ratification of PricewaterhouseCoopers LLP

Key Terms

Class III directors, broker non-votes, independent registered public accounting firm, Annual Meeting of Stockholders, +1 more

5 terms

Class III directors financial

"To elect two nominees, Venmal (Raji) Arasu and Kathy Vrabeck, as Class III directors"

broker non-votes financial

"The voting results were Venmal (Raji) Arasu | 47,039,778 ... | Broker Non-Votes 2,987,890"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Stockholders financial

"The 2026 Annual Meeting of Stockholders of MediaAlpha, Inc. was held on May 5, 2026."

broker non-votes financial

"Kathy Vrabeck | 42,090,865 | 8,942,245 | 18,026 | 2,987,890 broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Understanding 8-K Material Events →

0001818383FALSE00018183832026-05-052026-05-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________________________

FORM 8-K

_____________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 5, 2026

_____________________________

MediaAlpha, Inc.

(Exact Name of Registrant as Specified in Its Charter)

_____________________________

Delaware			001-39671			85-1854133
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

700 South Flower Street, Suite 640 Los Angeles, California			90017
(Address of Principal Executive Offices)			(Zip Code)

(213) 316-6256

(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 (see General Instruction A.2. below):
o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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

Class A common stock, $0.01 par value

MAX

New York Stock Exchange

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     o

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.    o

Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2026 Annual Meeting of Stockholders of MediaAlpha, Inc. (the “Company”) was held on May 5, 2026. Of the 55,169,591 shares of the Company’s Class A common stock and 8,288,267 shares of the Company’s Class B common stock issued and outstanding and entitled to vote at the meeting, there were present at the meeting, in person or by proxy, the holders of a total of 54,039,026 shares of common stock, representing approximately 85.2% of the total number of shares entitled to vote at the meeting. The following proposals were presented and voted on at the meeting:

Proposal 1

To elect two nominees, Venmal (Raji) Arasu and Kathy Vrabeck, as Class III directors, to serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2029. The two nominees were elected by more than a majority of the votes cast by the holders of our Class A and Class B common stock present in person or by proxy and entitled to vote on the proposal, voting together as one class. The voting results were:

Nominee			For			Against			Withhold/Abstain			Broker Non-Votes
Venmal (Raji) Arasu			47,039,778			3,992,938			18,420			2,987,890
Kathy Vrabeck			42,090,865			8,942,245			18,026			2,987,890

Proposal 2

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Such proposal was approved by more than a majority of the votes cast by the holders of our Class A and Class B common stock present in person or by proxy and entitled to vote on the proposal, voting together as one class. The voting results were:

For			Against			Withhold/Abstain			Broker Non-Votes
53,982,471			51,004			5,551			—

SIGNATURES

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.

			MediaAlpha, Inc.
Date: May 6, 2026			By:			/s/ Jeffrey B. Coyne
						Name:			Jeffrey B. Coyne
						Title:			General Counsel & Secretary

FAQ

What was the shareholder turnout at MediaAlpha (MAX)’s 2026 annual meeting?

Shareholder turnout was high, with 54,039,026 shares of common stock present in person or by proxy, representing approximately 85.2% of the total shares entitled to vote at MediaAlpha’s 2026 annual meeting, indicating strong participation in governance matters.

Who was elected as Class III directors at MediaAlpha (MAX)’s 2026 annual meeting?

Stockholders elected Venmal (Raji) Arasu and Kathy Vrabeck as Class III directors for three-year terms expiring at the 2029 annual meeting. Both nominees received more than a majority of votes cast by Class A and Class B common stockholders voting together.

How did MediaAlpha (MAX) stockholders vote on the auditor ratification in 2026?

MediaAlpha stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 53,982,471 votes for, 51,004 against, and 5,551 abstentions, reflecting broad support for the company’s chosen auditor.

How many MediaAlpha (MAX) shares were entitled to vote at the 2026 meeting?

At the 2026 annual meeting, 55,169,591 shares of Class A common stock and 8,288,267 shares of Class B common stock were issued, outstanding, and entitled to vote, forming the total base against which participation and approval levels are measured.

What were the vote totals for MediaAlpha (MAX) director nominee Venmal (Raji) Arasu?

Venmal (Raji) Arasu received 47,039,778 votes for, 3,992,938 against, 18,420 abstentions, and 2,987,890 broker non-votes. These results provided more than a majority of votes cast, securing election as a Class III director through the 2029 annual meeting.

What were the vote totals for MediaAlpha (MAX) director nominee Kathy Vrabeck?

Kathy Vrabeck received 42,090,865 votes for, 8,942,245 against, 18,026 abstentions, and 2,987,890 broker non-votes. Despite a higher against total than the other nominee, Vrabeck still obtained more than a majority of votes cast and was elected.

Filing Exhibits & Attachments

3 documents

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