RTB Digital (RTB) investor relations material

Executive summary

• Virtual 2026 Annual Meeting set for Dec. 10, 2026; agenda covers seven director elections, auditor ratification and two new equity plans. Board recommends FOR all proposals.

• Record date Oct. 26, 2026, with 14,494,818 common shares outstanding; each share carries one vote.

Voting matters and shareholder proposals

• Seven nominees stand for one-year terms through the 2027 annual meeting; election requires a plurality of votes cast.

• Simon & Edward, LLP appointed for FY2026; ratification requires a majority of votes cast, and the Board may choose another auditor during the year.

• Proposed 2026 Equity Incentive Plan reserves 5.1 million shares; 2026 Strategic Partners Plan reserves 10 million shares. Each requires stockholder approval to take effect.

• Proposals 3 and 4 require a majority of shares entitled to vote and represented at the meeting; abstentions count against, and broker non-votes have the same effect as votes against.

• Stockholder proposals for the 2027 meeting are due Aug. 12, 2027; Rule 14a-19 notices for competing director nominees are due Oct. 11, 2027, subject to meeting-date changes.

Board of directors and corporate governance

• Seven nominees: Walton Comer, James Heckman, Alykhan Madhavji, Steven Fletcher, Michael Alexander, Erin Schaefer and Mary Elizabeth Truss; five directors are identified as Nasdaq-independent.

• Board plans to comprise seven directors after the annual meeting; the Board may periodically review its leadership structure and holds independent-director executive sessions.

• Audit, Compensation and Nominating committees oversee financial reporting and risk, executive pay, and director recruitment and Board effectiveness, respectively.

• Nominating Committee and Board commit to actively seeking qualified women and minority candidates for Board consideration.