Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 1, 2021, PubMatic, Inc. (the "Company") held its annual meeting of
stockholders (the "Annual Meeting"). Holders of the shares of Class A common
stock were entitled to one vote per share held as of the close of business on
April 9, 2021 (the "Record Date") and holders of the shares of Class B common
stock were entitled to ten votes per share held as of the Record Date. Holders
of the shares of Class A common stock and holders of the shares of Class B
common stock voted together as a single class on all matters submitted to a vote
of stockholders at the Annual Meeting. The holders present voted on the two
proposals presented at the Annual Meeting as follows:
Proposal One - Election of Directors
The Company's stockholders approved the election of six directors, each to serve
for a one-year term expiring at the 2022 annual meeting of stockholders and
until such director's successor is elected and qualified, by the following
votes:
Nominee                 Votes For       Votes Withheld        Broker Non-Votes
Cathleen Black         341,035,143         3,344,355             1,294,339
W. Eric Carlborg       343,061,899         1,317,599             1,294,339
Susan Daimler          343,030,453         1,349,045             1,294,339
Amar K. Goel           341,033,498         3,346,000             1,294,339
Rajeev K. Goel         343,041,770         1,337,728             1,294,339
Narendra Gupta         340,134,733         4,244,765             1,294,339

Proposal Two - Ratification of Appointment of Independent Registered Accounting Firm The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered accounting firm for the year ending December 31, 2021 by the following votes:


  Votes For        Votes Against       Abstentions
 343,506,920          10,498            2,156,419

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