The Trade Desk (TTD) Proxy Filing summary

Executive summary

• A special meeting is scheduled for September 16, 2025, to vote on extending the dual class share structure and related amendments.

• The board, with a special committee of independent directors, recommends extending the Class B conversion date to December 22, 2035.

• The extension aims to maintain strategic flexibility and long-term leadership under the current CEO.

• The company has demonstrated strong growth, innovation, and shareholder returns under the dual class structure.

Voting matters and shareholder proposals

• Proposal One: Amend and restate articles to extend the automatic conversion date for Class B shares and waive jury trials for internal actions.

• Proposal Two: Approve adjournments of the meeting if more time is needed to solicit votes for Proposal One.

• Both proposals require majority approval, with abstentions and broker non-votes affecting outcomes as specified.

• The board unanimously recommends voting FOR both proposals.

Board of directors and corporate governance

• A special committee of independent directors led the review and negotiation of the dual class extension.

• The board commits to annual non-binding say-on-pay votes and clarifies that the lead independent director can call special meetings of independent directors.

• The board structure includes a classified board and specific provisions for director elections and removals.