✉️ What This Document Is

This is a Definitive Proxy Statement (Schedule 14A), which is a mandatory filing with the SEC. 📑 Think of this document as the instruction manual for the annual meeting of stockholders. It doesn't contain financial results or product updates; instead, it asks shareholders to vote on how the company should be governed.

👉 This filing explains exactly what business decisions and policies the Board of Directors wants the stockholders to approve at the upcoming Annual Meeting.

🏢 What Magnite Does

In simple terms, Magnite, Inc. is a company involved in digital advertising technology. It helps other companies manage, monetize, and sell advertising inventory across various online platforms.

👉 The company’s entire business model centers around connecting advertisers (who want to reach people) with publishers (who own the space where ads run), and Magnite provides the technological backbone to make those ads efficient and scalable.

📅 Annual Meeting Logistics

The primary event detailed here is the Annual Meeting of Stockholders. This meeting is crucial because it is when shareholders exercise their right to vote on the company's most important structural issues.

• Date & Time: The meeting is scheduled for Monday, June 8, 2026, at 12:00 p.m. Eastern time.
• Format: It will be a virtual meeting held via a live audio webcast, meaning shareholders cannot attend in person.
• Key Dates:
  • Record Date (Voting Eligibility): Stockholders must be of record by the close of business on April 10, 2026, to be eligible to vote.
  • Deadline to Submit Proxy: All proxies must be received by 11:59 p.m. Eastern Time on June 7, 2026.
• Action Item: The board strongly urges stockholders to submit their proxy or voting instructions electronically or by telephone as soon as possible to ensure their vote is counted.

🧑‍⚖️ Election of Directors (Proposal 1)

This proposal is about electing the next group of board leaders. The board is structured into three classes (Class I, II, and III), and shareholders vote to elect the members of Class III.

• The Nominees: The board nominated Paul Caine, Doug Knopper, and David Pearson to stand for re-election as Class III directors.
• Term Length: If elected, these directors will hold office until the 2029 annual meeting of stockholders.
• Board Composition: The board currently consists of nine members (three classes of three), including a mix of experienced leaders. The board requires the affirmative vote of a majority of the voting power of the stock present or represented by proxy to elect directors.
• 👉 Why it matters: Directors guide the company's overall strategy and hold the CEO accountable. Voting on these nominees is a vote on the company's future governance.

📈 Ratification of Deloitte & Touche LLP (Proposal 2)

This proposal asks stockholders to formally approve (ratify) the selection of the company’s independent accounting firm for the current fiscal year.

• The Firm: Deloitte & Touche LLP has served as the independent registered public accounting firm since 2018.
• The Request: The board suggests stockholders vote “FOR” the ratification of Deloitte’s selection.
• Fees: The board provided details on the fees paid to Deloitte:
  • Total Fees: For the 2025 fiscal year, the total fees were $3,258,128, compared to $3,433,078 in 2024.
• 👉 Why it matters: While stock ownership is not legally required to approve this, it is considered good corporate governance to give shareholders this oversight role over who reviews the company's financial books.

💰 Advisory Vote on Executive Compensation (Proposal 3)

This vote addresses whether stockholders support the overall pay structure for the company's named executive officers. It is an "advisory vote," which means the vote is non-binding.

• The Purpose: The vote does not approve a specific bonus or salary number. Instead, it addresses the philosophy and policies used to compensate executives.
• Board View: The board believes its policies focus on performance-based variable compensation to align executive success with creating long-term shareholder value.
• The Request: The board recommends voting “FOR” the approval of the compensation structure.
• 👉 Why it matters: Even though the vote isn't legally binding, how shareholders vote signals whether the market is happy with how the company rewards its senior leadership.

🔄 Advisory Vote on Frequency (Proposal 4)

This proposal is about how often the company should ask stockholders to vote on executive pay in the future.

• The Choices: Stockholders can indicate a preference for the advisory vote to occur 1 YEAR, every other year, or every three years.
• Board View: The board recommends "1 YEAR," stating that annual votes allow stockholders to provide "timely and direct input" on corporate governance.
• Future Meetings: The board notes that the next advisory vote on this frequency is expected in the 2032 annual meeting.

⚖️ Corporate Governance & Oversight

This section outlines the rules and best practices the company uses to ensure good corporate management. It governs who votes, how conflicts are handled, and how risks are monitored.

• Board Independence: The company must comply with Nasdaq rules, which require a majority of the board to be "independent."
  • Independent Directors: The board confirmed that Paul Caine, Sarah P. Harden, Doug Knopper, Rachel Lam, David Pearson, James Rossman, Robert F. Spillane, and Diane Yu are independent directors.
  • Non-Independent Director: Michael G. Barrett is explicitly noted as not independent because he currently serves as the CEO.
• Standing Committees: Three key standing committees operate to help the board fulfill its duties:
  • Audit Committee: Focuses on reviewing the integrity of financial statements and overseeing the independent accounting firm.
  • Compensation Committee: Oversees the overall compensation structure, policies, and programs.
  • Nominating and Governance Committee: Responsible for identifying and recommending potential director candidates and overseeing corporate governance guidelines.
• Risk Oversight: The board's oversight process is comprehensive. The board itself, along with the Audit Committee, reviews the company's operational plans, budgets, and risk analysis regularly.
  • Cybersecurity: Board and Audit Committee review cybersecurity risk initiatives and related policies.

💼 Director Compensation Details

This section provides specific details regarding the cash retainer fees paid to directors for service during the 2025 fiscal year.

• Total Structure: Compensation is paid to non-employee directors through a mix of annual cash retainers and equity awards, with equity awards forming the majority of the total compensation.
• 2025 Annual Cash Retainers: Directors received varying annual cash retainer fees (paid in four equal quarterly advance installments):
  • Board Member: $50,000
  • Audit Committee Chair: $24,000
  • Compensation Committee Chair: $15,000
  • Nominating and Governance Committee Chair: $10,000
  • Members: Specific amounts are listed for committee members ($12,000 for Audit; $7,500 for Compensation).
• 👉 Why it matters: This demonstrates the cost of governance. These regular fees reflect the value the board and its specialized committees provide to the company.

🌍 Corporate Responsibility & Ethics

The board shows a commitment to more than just profit. They focus on integrating corporate responsibility standards across their operations.

• The Three Pillars: Magnite's efforts are anchored in three areas:
  1. Talent Engagement: Building a high-performing culture with core values like “Own the results.”
  2. Energy & Environmental Efficiency: Focusing on resource sustainability.
  3. Responsible Advertising & Data Governance: Ensuring ad practices and data handling are ethical.
• Code of Conduct: The board has adopted a Code of Business Conduct and Ethics that applies to all employees, directors, and officers.

📌 Contact & Key Information

If shareholders have questions about voting, governance, or the corporate structure, specific contacts and resources are provided.

• Corporate Secretary Contact: For general correspondence, letters or calls can be directed to the Corporate Secretary at Magnite, Inc., 1250 Broadway, 9 th Floor, New York, New York 10001.
• Phone: Stockholders can call (212) 243-2769 for assistance.
• Online Resources: Materials and questions can be submitted online via:
  • Webcast Access: https://edge.media-server.com/mmc/p/mxrvvt7t
  • Investor Relations: http://investor.magnite.com/

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🧠 The Analogy

Think of the board of directors and this proxy statement like the captain's council of a massive ship. ⚓ The company is the ship, and the board is the team deciding the ship's direction. The proxy statement is the meeting agenda. The shareholders are the crew who owns the ship.

Instead of just letting the captain (the CEO) decide everything, the crew gets to vote on the rules (governance), approve the crew's bonuses (compensation), and elect new officers (directors). Everything in the filing—the detailed committees, the formal voting language, the compliance checks—is just making sure that the democratic process of who runs the ship remains transparent and fair.

🧩 Final Takeaway

The filing is not about Magnite’s revenue, but about governance. The key message is that the company is asking shareholders to approve the foundational structure, leadership, and policies that will guide the business for years to come.