Item 3.03Material Modification to Rights of Security Holders.

As described in Item 5.07 below, at the 2020 Special Meeting of Stockholders (the "Special Meeting") of The Trade Desk, Inc. (the "Company") held on December 22, 2020, the stockholders of the Company approved certain amendments to the Company's certificate of incorporation and the adoption of the Company's Amended and Restated Bylaws. The information set forth in Item 5.07 is incorporated by reference into this Item 3.03.

The description of the amendments to the certificate of incorporation and the Amended and Restated Bylaws included in this Current Report on Form 8-K is a summary and is qualified in its entirety by reference to Proposals 1, 2, 3, 4 and 5 in the definitive proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on October 27, 2020 (the "Proxy Statement") and the full text of the marked version of the amended and restated certificate of incorporation filed as Appendix A-2 to the Proxy Statement and the marked version of the Amended and Restated Bylaws filed as Appendix B-2 to the Proxy Statement.

The amendments to the certificate of incorporation became effective on December 22, 2020 upon the filing of the amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. The Amended and Restated Bylaws also became effective on December 22, 2020.

Item 5.07Submission of Matters to a Vote of Security Holders.

The Company held the Special Meeting on December 22, 2020. As of the record date of October 20, 2020, there were 41,947,749 shares of Class A common stock outstanding (each entitled to one vote per share) and 5,015,339 shares of Class B common stock outstanding (each entitled to 10 votes per share). Of the total 46,963,088 shares of the Company's common stock outstanding as of the record date, 34,790,682 shares were represented at the Special Meeting, thereby establishing a quorum for the conduct of business at the meeting. The stockholders considered five proposals at the Special Meeting, each of which is described in more detail in the Proxy Statement. The number of votes cast for and against and the number of abstentions with respect to each proposal voted upon are set forth below.

Proposal 1. The stockholders approved an amendment to the Company's certificate of incorporation to change the events upon which all shares of Class B common stock will automatically convert into Class A common stock, by the following vote:



   For      Against  Abstain
72,128,408 7,403,212 214,854

Proposal 2. The stockholders approved an amendment to the Company's certificate of incorporation to permit stockholders to act by written consent beginning on the first date on which the outstanding shares of Class B common stock represent less than 50% of the Company's outstanding voting power, by the following vote:



   For      Against  Abstain
72,852,109 6,650,702 243,663

Proposal 3. The stockholders approved an amendment to the Company's certificate of incorporation to permit stockholders owning at least 20% of the Company's outstanding shares of common stock continuously for one year to request special stockholder meetings, by the following vote:



   For      Against  Abstain
72,779,503 6,762,293 204,678





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Proposal 4. The stockholders approved an amendment to the Company's certificate of incorporation to provide that the holders of the Company's Class A common stock, voting as a single class, will be entitled to elect one director if the total number of directors is eight or fewer or two directors if the total number of directors is nine or greater, by the following vote:



   For      Against  Abstain
72,929,452 6,615,381 201,641

Proposal 5. The stockholders approved the adoption of the Amended and Restated Bylaws of the Company in the form attached as Appendix B-1 to the Proxy Statement, by the following vote:



   For      Against  Abstain
72,921,188 6,573,045 252,241

The approval of each of Proposals 1, 2, 3, 4 and 5 (the "Proposals") was cross-conditioned upon the approval by the stockholders of each of the other Proposals. Each of the Proposals received the affirmative vote of the holders of at least 66 2/3% of the voting power of the Company's outstanding shares entitled to vote. Additionally, each of the Proposals received the Majority of the Minority Approval, as defined in the Proxy Statement. Proposal 1 also received the approval of the holders of a majority of the outstanding shares of the Class B common stock outstanding and entitled to vote as of the record date. Accordingly, each of the Proposals was approved.

No other items were presented to the stockholders at the Special Meeting.

On December 22, 2020, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d) The following exhibit is being filed herewith:






Exhibit No.                               Description
   99.1         Press release of The Trade Desk, Inc., dated December 22, 2020.
    104       Cover Page Interactive Data File (formatted as Inline XBRL).

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