The Trade Desk (TTD) Proxy Filing summary

Executive summary

• Special meeting scheduled for November 14, 2024, to vote on reincorporation from Delaware to Nevada and potential adjournments to solicit more proxies if needed.

• Board recommends approval of both proposals, citing strategic, legal, and governance considerations.

• No changes to business operations, management, or stock trading expected as a result of reincorporation.

Voting matters and shareholder proposals

• Proposal One: Approve reincorporation to Nevada by conversion, requiring majority of outstanding voting power.

• Proposal Two: Approve adjournment(s) of the meeting if more time is needed to solicit proxies for Proposal One.

• Board recommends voting FOR both proposals.

• Shareholders of record as of September 26, 2024, are eligible to vote; Class A shares have one vote, Class B shares have ten votes each.

• Shareholder proposals for the 2025 annual meeting must comply with SEC rules and company bylaws.

Board of directors and corporate governance

• Board and committees will remain unchanged post-reincorporation; same directors, classes, and terms.

• Classified board structure with three classes; Class A shareholders retain right to elect up to two directors until dual class sunset.

• Board evaluated multiple states for reincorporation, engaged external legal expert, and held several meetings before recommending Nevada.