Trade Desk (NASDAQ: TTD) holders back pay plan and PwC audit

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

The Trade Desk, Inc. reported results from its 2026 annual stockholder meeting. Stockholders elected Class I directors Andrea L. Cunningham and Jeff T. Green, with Green receiving 631,530,355 votes for and 51,292,472 withheld, and Cunningham receiving 82,759,848 votes for and 169,344,189 withheld.

Stockholders approved, on a non-binding advisory basis, executive compensation with 509,592,084 votes for and 172,498,666 against. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, with 738,886,896 votes for and 9,360,368 against. A quorum was present, with 361,204,763 shares represented.

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 outstanding: 426,989,140 shares Class B shares outstanding: 43,108,629 shares Shares represented at meeting: 361,204,763 shares +5 more

8 metrics

Class A shares outstanding 426,989,140 shares Class A common stock outstanding as of April 6, 2026 record date

Class B shares outstanding 43,108,629 shares Class B common stock outstanding as of April 6, 2026 record date

Shares represented at meeting 361,204,763 shares Common stock represented at 2026 annual meeting, forming a quorum

Total votes represented 748,851,674 votes Voting power represented at 2026 annual meeting

Say-on-pay support 509,592,084 votes for Non-binding advisory approval of executive compensation

Auditor ratification support 738,886,896 votes for Ratification of PricewaterhouseCoopers LLP for fiscal year 2026

Votes for Jeff T. Green 631,530,355 votes for Election as Class I director at 2026 annual meeting

Votes for Andrea L. Cunningham 82,759,848 votes for Election as Class I director (Class A Director) at 2026 meeting

Key Terms

broker non-votes, non-binding, advisory basis, independent registered public accounting firm, quorum, +1 more

5 terms

broker non-votes financial

"The final number of abstentions and broker non-votes with respect to each proposal"

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.

non-binding, advisory basis financial

"The stockholders approved, on a non-binding, advisory basis, the compensation paid"

independent registered public accounting firm financial

"ratified the appointment of PricewaterhouseCoopers LLP to serve 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.

quorum financial

"representing a total of 748,851,674 votes, or a majority of the voting power ... constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

record date financial

"As of the record date for the Meeting, which was established ... on April 6, 2026"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Understanding 8-K Material Events →

05/07/2026 - 06:16 PM

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

Date of Report (Date of earliest event reported): May 4, 2026

THE TRADE DESK, INC.

(Exact name of registrant as specified in its charter)


Nevada	001-37879	27-1887399
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

42 N. Chestnut Street

Ventura, California 93001

(Address of principal executive offices) (Zip Code)

(805) 585-3434

(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:


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

Name of each exchange on which registered

Class A Common Stock, par value $0.000001 per share

TTD

The Nasdaq Stock Market LLC

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. o

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

On May 4, 2026, The Trade Desk, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Meeting”). As of the record date for the Meeting, which was established by the Company’s board of directors to be the close of business on April 6, 2026, there were 426,989,140 shares of the Company’s Class A common stock, par value $0.000001 per share (the “Class A common stock”), outstanding (each entitled to one vote per share) and 43,108,629 shares of the Company’s Class B common stock, par value $0.000001 per share (the “Class B common stock” and, together with the Class A common stock, the “common stock”), outstanding (each entitled to 10 votes per share). The common stock voted as a single class on all matters, other than the election of the director nominee whom holders of Class A common stock, voting separately as a class, were entitled to elect (the “Class A Director”), as described in more detail in the Proxy Statement (as defined below). Of the 470,097,769 shares of common stock outstanding as of the record date, 361,204,763 shares were represented at the Meeting, together representing a total of 748,851,674 votes, or a majority of the voting power of all issued and outstanding shares of common stock as of the record date, and constituting a quorum under the Company’s amended and restated bylaws. The stockholders considered three proposals at the Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 9, 2026 (the “Proxy Statement”). The final number of votes cast for and against (or withheld) and the final number of abstentions and broker non-votes with respect to each proposal voted upon are set forth below.

Proposal 1. The stockholders elected two Class I directors, including the Class A Director, to hold office for a three-year term expiring at the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified, by the following vote:


Name	For	Withheld	Broker Non-Votes
Andrea L. Cunningham (Class A Director)	82,759,848	169,344,189	66,028,847
Jeff T. Green	631,530,355	51,292,472	66,028,847

Proposal 2. The stockholders approved, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers set forth in the Proxy Statement, by the following vote:


For	Against	Abstain	Broker Non-Votes
509,592,084	172,498,666	732,077	66,028,847

Proposal 3. The stockholders ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, by the following vote:


For	Against	Abstain
738,886,896	9,360,368	604,410

No other items were presented for stockholder approval at the Meeting.

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.


	THE TRADE DESK, INC.


Date: May 7, 2026	By:	/s/ Jay R. Grant
		Jay R. Grant
		Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did The Trade Desk (TTD) shareholders decide at the 2026 annual meeting?

Shareholders elected two Class I directors, approved executive compensation on a non-binding advisory basis, and ratified PricewaterhouseCoopers LLP as the independent auditor for 2026. The meeting had a quorum with over 361 million shares represented and more than 748 million votes cast.

Were The Trade Desk (TTD) director nominees elected in 2026?

Yes, both Class I director nominees were elected. Andrea L. Cunningham received 82,759,848 votes for and 169,344,189 withheld, while Jeff T. Green received 631,530,355 votes for and 51,292,472 withheld. Each will serve a three-year term expiring at the 2029 annual meeting.

How did The Trade Desk (TTD) shareholders vote on executive compensation in 2026?

Shareholders approved the company’s named executive officer compensation on a non-binding advisory basis. The vote totaled 509,592,084 shares for, 172,498,666 against, 732,077 abstentions, and 66,028,847 broker non-votes, reflecting broad but not unanimous support for the disclosed pay programs.

Which audit firm did The Trade Desk (TTD) shareholders ratify for fiscal 2026?

Shareholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 738,886,896 shares for, 9,360,368 against, and 604,410 abstentions, indicating strong support for continuing with the same external auditor.

Was there a quorum at The Trade Desk (TTD) 2026 annual stockholder meeting?

Yes, a quorum was present. Out of 470,097,769 shares of common stock outstanding as of the April 6, 2026 record date, 361,204,763 shares were represented, accounting for 748,851,674 votes and a majority of the total voting power eligible to vote at the meeting.

How many voting shares of The Trade Desk (TTD) were outstanding on the 2026 record date?

On the April 6, 2026 record date, the company had 426,989,140 shares of Class A common stock, each carrying one vote, and 43,108,629 shares of Class B common stock, each carrying ten votes. Together, these classes formed the total voting power for the annual meeting.

Filing Exhibits & Attachments

3 documents