The Trade Desk (TTD) Proxy Filing summary

Executive summary

• Special meeting called to approve reincorporation from Delaware to Nevada and potential adjournments if more votes are needed.

• Board recommends voting in favor of both proposals, citing strategic, legal, and governance benefits.

• Reincorporation will not affect business operations, management, or stock trading; shares convert 1:1.

• No material accounting or tax impact expected; process intended to be tax-free for U.S. holders.

• Board engaged legal and academic experts to evaluate implications and alternatives.

Voting matters and shareholder proposals

• Proposal 1: Approve reincorporation to Nevada by conversion.

• Proposal 2: Approve adjournment(s) of the meeting if more proxies are needed for Proposal 1.

• Board recommends voting FOR both proposals.

• Majority of outstanding voting power required for Proposal 1; majority of votes cast for Proposal 2.

• Shareholders can submit proposals for the 2025 annual meeting per specified deadlines and requirements.

Board of directors and corporate governance

• Board composition, director classes, and committee structures remain unchanged post-reincorporation.

• Nevada articles and bylaws closely mirror Delaware documents, with adjustments for state law differences.

• Classified board structure and dual class capital structure maintained, with sunset date unchanged.

• Shareholder rights to call special meetings and submit proposals are preserved.