DEF 14A: Viant Technology Inc. Announces 2024 Annual Meeting of Stockholders

Viant Technology Inc. will hold its 2024 Annual Meeting of Stockholders virtually on June 4, 2024, to elect directors and ratify the selection of its independent registered public accounting firm.

Summary

• Viant Technology Inc. is holding its 2024 Annual Meeting of Stockholders virtually on June 4, 2024.
• Stockholders of record as of April 11, 2024, are entitled to vote on two proposals.
• The first proposal involves the election of two Class III directors, Tim Vanderhook and Vivian Yang, to serve until the 2027 annual meeting.
• The second proposal is to ratify the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
• The board of directors recommends voting FOR both director nominees and FOR the ratification of Deloitte.
• As of March 7, 2024, there were 15,845,474 shares of Class A common stock and 46,984,825 shares of Class B common stock outstanding.
• A quorum requires the presence of stockholders holding at least a majority of the voting power of the outstanding shares of common stock.
• Stockholder proposals for the 2025 annual meeting must be submitted by December 23, 2024, for inclusion in proxy materials.
• Other proposals or nominations must be received between February 4, 2025, and March 6, 2025.
• The company will bear the cost of soliciting proxies.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting necessary information for the annual meeting. The tone is professional and informative, with no significant positive or negative sentiment expressed.

Positives

• The board is recommending qualified candidates for director positions.
• The board is recommending a qualified independent registered public accounting firm.
• The company is providing stockholders with multiple avenues to participate and vote, including online access and telephonic options.
• The company is reducing costs and environmental impact by providing proxy materials online.

Risks

• The document contains forward-looking statements that involve risks and uncertainties, and actual results may differ materially.
• The division of the board into three classes with staggered three-year terms may delay or prevent a change of management or control of Viant.
• The company is a controlled company, which exempts it from certain Nasdaq corporate governance standards.
• The Tax Receivable Agreement could have a substantial negative effect on the company's liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control.

Future Outlook

The proxy statement contains forward-looking statements regarding the company's business strategy, governance initiatives, and compensation program impacts, but actual results may differ materially due to various risks and uncertainties.

Management Comments

• Tim Vanderhook, Chief Executive Officer and Chairman: 'We are pleased to invite you to virtually attend the 2024 Annual Meeting of Stockholders...'
• The board of directors believes that it is in the best interests of our company and our stockholders for our Chief Executive Officer, Mr. Tim Vanderhook, to serve as both Chief Executive Officer and Chairman given his knowledge of our company and industry and his strategic vision, which we believe provides us with optimally effective leadership.

Industry Context

The document does not explicitly discuss broader industry trends, but the election of directors with experience in digital advertising and technology suggests a focus on maintaining competitiveness in the evolving advertising technology landscape.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards.
• However, the discussion of director independence and committee composition suggests an awareness of Nasdaq listing rules and SEC regulations.
• The company's compensation policies are benchmarked against peer companies, indicating an effort to remain competitive in attracting and retaining talent.

Related Party Transactions

• The company has a non-exclusive aircraft dry lease agreement with Capital V, an entity controlled by the founders, with payments totaling $2.3 million from January 1, 2022, to March 31, 2024.
• The company has entered into a Tax Receivable Agreement with Viant Technology LLC and certain continuing members, which could result in substantial payments.
• The company employs Russ Vanderhook, brother of Tim and Chris Vanderhook, as Senior Vice President and Co-Founder, with total compensation of $550,400 in 2023.
• The company repurchased shares of Class A common stock from Tim Vanderhook, Chris Vanderhook, and Russ Vanderhook for tax purposes in connection with the vesting of restricted stock units.

Stakeholder Impact

• Shareholders are asked to vote on key governance matters, including the election of directors and ratification of the independent auditor.
• Employees may be affected by the company's compensation policies and equity incentive plans.
• The Tax Receivable Agreement could impact the company's financial flexibility and ability to invest in future growth.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will announce the voting results in a Current Report on Form 8-K within four business days after the Annual Meeting.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Director Election, Deloitte, Stockholders, Corporate Governance, Viant Technology