Magnite (NASDAQ: MGNI) holders approve directors, auditor and annual say-on-pay

Rhea-AI Filing Summary

Magnite, Inc. reported the results of its 2026 annual stockholder meeting held on June 8, 2026. Stockholders elected three Class III directors—Paul Caine, Doug Knopper, and David Pearson—to serve until the 2029 annual meeting and until their successors are elected and qualified.

Stockholders also ratified the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the current fiscal year. In an advisory vote, they approved the compensation of the company’s named executive officers and chose an annual (“1 YEAR”) frequency for future advisory votes on executive compensation.

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

Votes for Paul Caine: 99,225,532 votes Votes for Doug Knopper: 97,010,810 votes Votes for David Pearson: 99,624,729 votes +3 more

6 metrics

Votes for Paul Caine 99,225,532 votes Election as Class III director at 2026 annual meeting

Votes for Doug Knopper 97,010,810 votes Election as Class III director at 2026 annual meeting

Votes for David Pearson 99,624,729 votes Election as Class III director at 2026 annual meeting

Votes for Deloitte & Touche LLP 125,139,432 votes Ratification as independent registered public accounting firm

Say-on-pay votes for 93,243,703 votes Advisory approval of named executive officer compensation

Votes for 1-year say-on-pay frequency 100,148,461 votes Advisory vote on frequency of future compensation votes

Key Terms

independent registered public accounting firm, broker non-votes, advisory basis, frequency of future advisory votes

4 terms

independent registered public accounting firm financial

"Ratification of the selection of Deloitte & Touche 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.

broker non-votes financial

"FOR | AGAINST | ABSTAIN | 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.

advisory basis financial

"Approval, on an advisory basis, of the compensation of the Company’s named executive officers"

frequency of future advisory votes financial

"Advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers"

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Understanding 8-K Material Events →

0001595974FALSE00015959742026-06-082026-06-08

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 8, 2026

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, 9th 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 2026 annual meeting of stockholders of the Company held on June 8, 2026, the Company’s stockholders considered four 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 21, 2026 (the “Proxy Statement”). The final results of voting on each proposal are as follows:

Proposal 1: Election of three Class III directors to serve until the Company’s 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified.

			FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
Paul Caine			99,225,532			5,272,915			1,737,588			21,398,031
Doug Knopper			97,010,810			7,488,029			1,737,196			21,398,031
David Pearson			99,624,729			4,871,835			1,739,471			21,398,031

Paul Caine, Doug Knopper, and David Pearson, the nominees for Class III 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
125,139,432			311,677			2,182,957			---

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
93,243,703			11,274,849			1,717,483			21,398,031

The Company’s stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement.

Proposal 4: Advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers.

1 YEAR			2 YEARS			3 YEARS			ABSTAIN			BROKER NON-VOTES
100,148,461			55,954			4,309,358			1,722,262			21,398,031

The Company’s stockholders selected, on an advisory basis, “1 YEAR” as the frequency of future advisory votes on the compensation of the Company's named executive officers.

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 11, 2026			By:			/s/ David Day
									David Day
									Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB