MAGNITE, INC. — Remuneration Information 2021

May 17, 2021

DEFA14A 1 mgni-defa14a_062821.htm ADDITIONAL DEFINITIVE PROXY MATERIAL

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

| Filed
by the Registrant | |
| --- | --- |
| Filed
by a Party other than the Registrant | ☐ |
| Check
the appropriate box: | |
| ☐ | Preliminary
Proxy Statement |
| ☐ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive
Proxy Statement |
| ☒ | Definitive
Additional Materials |
| ☐ | Soliciting
Material under §240.14a-12 |

MAGNITE, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
☒	No
fee required.
☐	Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title
of each class of securities to which transaction applies:
	(2)	Aggregate
number of securities to which transaction applies:
	(3)	Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
	(4)	Proposed
maximum aggregate value of transaction:
	(5)	Total
fee paid:
☐	Fee
paid previously with preliminary materials.
☐	Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
	(1)	Amount
Previously Paid:
	(2)	Form,
Schedule or Registration Statement No.:
	(3)	Filing
Party:
	(4)	Date
Filed:

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ANNUAL MEETING OF STOCKHOLDERS OF

June 28, 2021

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: magnite2021) 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.

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

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL : The Notice of Meeting, 2020 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 062821

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
	Robert J.
Frankenberg	☐	☐	☐
	Sarah P.
Harden	☐	☐	☐
	James Rossman	☐	☐	☐
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.

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

TO BE HELD ON:

Monday, June 28, 2021 at 10:00 a.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 16, 2021.

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: magnite2021) 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.

| |
| --- |
| Robert
J. Frankenberg |
| Sarah
P. Harden |
| James
Rossman |
| 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. |
| THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS, "FOR" PROPOSAL 2 AND "FOR" PROPOSAL 3. |
| Please
note that you cannot use this notice to vote by mail. |

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