MAGNITE, INC. — Proxy Solicitation & Information Statement 2024

Apr 26, 2024

DEF 14A 1 mgni-def14a_061224.htm DEFINITIVE PROXY STATEMENT mgni-def14a_061224 Document Created by Quality EDGAR Solutions Single Source System Ver. 7h3d0c70r.1.0 (tvnabbpndsdnf) [1713974849995-7175]

ANNUAL MEETING OF STOCKHOLDERS OF

June 12, 2024

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 https://equiniti.com/us/ast-access to enjoy online access.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL : The Notice of Meeting, 2023 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.

00003333030000000000 6 061224

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR" THE ELECTION OF DIRECTORS, “FOR” PROPOSAL 2 AND "FOR" PROPOSAL 3. 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
	Sarah P. Harden	☐	☐	☐
	James Rossman	☐	☐	☐
	Diane Yu	☐	☐	☐
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 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
and "FOR" Proposal 3.

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.

☐

Proxy for Annual Meeting of Stockholders on June 12, 2024

Solicited on Behalf of the Board of Directors

The undersigned hereby appoints David L. Day, Brian Gephart 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 Magnite, Inc. held of record by the undersigned at the close of business on April 15, 2024 at the Annual Meeting of Stockholders to be held on Wednesday, June 12, 2024 at 12:00 p.m., Eastern 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)

1.1 14475

ANNUAL MEETING OF STOCKHOLDERS OF

June 12, 2024

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 1-201-299-4446 from foreign countries from any touch-tone telephone 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.lumiconnect.com/293659257 (password: magnite2024) 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 material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via https://equiniti.com/us/ast-access to enjoy online access.

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

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL : The Notice of Meeting, 2023 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.

00003333030000000000 6 061224

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS, “FOR” PROPOSAL 2 AND “FOR” PROPOSAL 3. 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
	Sarah P. Harden	☐	☐	☐
	James Rossman	☐	☐	☐
	Diane Yu	☐	☐	☐
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 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
and "FOR" Proposal 3.

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.