MAGNITE, INC. — Proxy Solicitation & Information Statement 2020

May 27, 2020

DEF 14A 1 rubi-def14a_070820.htm DEFINITIVE PROXY STATEMENT rubi-def14a_070820 Document Created by Quality EDGAR Solutions Single Source System Ver. 7h3d0c70r.1.0 (tvnabbpndsdnf) [1590585533192-2804]

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Proxy for Annual Meeting of Stockholders on July 8, 2020

Solicited on Behalf of the Board of Directors

The undersigned hereby appoints David L. Day and Aaron Saltz as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and vote, as designated on the reverse side hereof, all the shares of common stock of The Rubicon Project, Inc. held of record by the undersigned at the close of business on May 14, 2020 at the Annual Meeting of Stockholders to be held on Wednesday, July 8, 2020 at 12:00 p.m., Pacific Time, via live webcast, and at any postponement or adjournment thereof and to vote in their discretion upon such other matters as may be properly presented at the meeting.

(Continued and to be signed on the reverse side.)

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ANNUAL MEETING OF STOCKHOLDERS OF

July 8, 2020

PROXY VOTING INSTRUCTIONS

INTERNET - Access “ www.voteproxy.com ” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.

TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries and follow the instructions. Have your proxy card available when you call.

Vote online/phone until 11:59 PM EST the day before the meeting.

MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.

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.

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

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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 detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.

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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 ☒

T o 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.	T o
ratify the selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for
the current fiscal year.		☐	☐	☐
3.	T o
approve, on an advisory basis, of the compensation of the company’s named executive officers.		☐	☐	☐
		1 YEAR	2 YEARS	3 YEARS	ABSTAIN
4.	T o
approve, on an advisory basis, the frequency of future advisory votes on the compensation of named executive officers.	☐	☐	☐	☐
5.	T o
transact such other business as may properly come before the meeting or any postponements or adjournments thereof.
In t heir
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.