MAGNITE, INC. — Proxy Solicitation & Information Statement 2020

May 27, 2020

DEFA14A 1 rubi-defa14a_070820.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS rubi-def14a_070820 Document Created by Quality EDGAR Solutions Single Source System Ver. 7h3d0c70r.1.0 (tvnabbpndsdnf) [1590585533192-2804]

Important Notice of Availability of Proxy Materials for the Annual Meeting of Stockholders of

To Be Held On :

Wednesday, July 8, 2020 at 12:00 p.m., Pacific Time By Virtual Meeting via live webcast

| COMPANY
NUMBER |
| --- |
| ACCOUNT
NUMBER |
| CONTROL
NUMBER |

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before June 26, 2020.

Please visit http://www.astproxyportal.com/ast/18899/, where the following materials are available for view:

	● Notice of Annual Meeting of Stockholders
	● Proxy Statement
	● Form of Electronic Proxy Card
	● Annual Report on Form 10-K
TO
REQUEST MATERIAL:	TELEPHONE:
888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers) E-MAIL:
info@astfinancial.com WEBSITE:
https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials
TO
VOTE:	ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or
scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern
Time the day before the meeting date.
	VIRTUALLY
AT THE MEETING: The company will be hosting the meeting live via the Internet this
year. To attend the meeting via the Internet please visit https://web.lumiagm.com/293659257
(password: rubicon2020) and be sure to have available the control number.
	TELEPHONE: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll free number
to call.
	MAIL: You may request a card by following the instructions above.

| |
| --- |
| Lisa
L. Troe |
| Paul
Caine |
| Doug
Knopper |
| 2.
To ratify the selection of Deloitte & Touche LLP as the company’s independent
registered public accounting firm for the current fiscal year. |
| 3.
To approve, on an advisory basis, of the compensation of the company's named executive officers. |
| 4.
To approve, on an advisory basis, the frequency of future advisory votes on the compensation of named executive
officers. |
| 5.
To transact such other business as may properly come before the meeting or any postponements or adjournments
thereof. |
| THE
BOARD OF DIRECTORS RECOMMENDS A VOTE ‘FOR” THE ELECTION OF DIRECTORS, “FOR” PROPOSAL 2, “FOR”
PROPOSAL 3 AND “1-YEAR” FOR PROPOSAL 4. |
| Please
note that you cannot use this notice to vote by mail. |

ANNUAL MEETING OF STOCKHOLDERS OF

July 8, 2020

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of Meeting, 2019 Annual Report, proxy statement and proxy card are available at http://www.astproxyportal.com/ast/18899/

Please sign, date and mail your proxy card in the envelope provided as soon as possible.

Please detach along perforated line and mail in the envelope provided.

00003333030400000000 8 070820

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS, “FOR” PROPOSAL 2, “FOR” PROPOSAL 3 AND “1-YEAR” FOR PROPOSAL 4. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. ☐

1.	Election of Directors:		FOR	AGAINST	ABSTAIN
	Lisa L. Troe		☐	☐	☐
	Paul Caine		☐	☐	☐
	Doug Knopper		☐	☐	☐
2.	To ratify
the selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the current
fiscal year.		☐	☐	☐
3.	To approve,
on an advisory basis, of the compensation of the company’s named executive officers.		☐	☐	☐
		1 YEAR	2 YEARS	3 YEARS	ABSTAIN
4.	To approve, on an
advisory basis, the frequency of future advisory votes on the compensation of named executive officers.	☐	☐	☐	☐
5.	To transact
such other business as may properly come before the meeting or any postponements or adjournments thereof.
In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the Annual Meeting. This proxy when properly executed
will be voted as directed herein by the undersigned Stockholder. If no direction is made, this proxy will be voted “FOR”
the election of directors, “FOR” Proposal 2, “FOR” Proposal 3 and “1-YEAR” for Proposal
4.

Signature of Stockholder Date: Signature of Stockholder Date:

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.