Magnite (MGNI) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 8, 2026, with virtual participation and voting options for shareholders.

• Key proposals include election of three Class III directors, ratification of Deloitte & Touche LLP as auditor, advisory approval of executive compensation, and advisory vote on frequency of future say-on-pay votes.

• Record revenue of $714.0 million in 2025, up 6.9% from 2024, with strong profitability and capital structure improvements.

• Continued focus on AI strategy, customer partnerships, and operational excellence.

Voting matters and shareholder proposals

• Shareholders to vote on election of three Class III directors for terms expiring 2029.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Advisory vote on executive compensation and on the frequency of future say-on-pay votes, with board recommending annual frequency.

• Shareholder proposals for the 2027 meeting must be submitted by December 22, 2026, for proxy inclusion.

Board of directors and corporate governance

• Board consists of nine members, majority independent, with three standing committees: audit, compensation, and nominating/governance.

• Board leadership structure separates Chairman and CEO roles; Paul Caine serves as independent Chairman.

• Annual board and committee self-evaluations and director time commitment limits in place.

• Board diversity and director nomination process emphasizes varied backgrounds and skills.