RTB Digital, Inc. filed a definitive proxy statement on November 4, 2026, notifying stockholders of its 2026 Annual Meeting of Stockholders scheduled for December 10, 2026, at 4:00 p.m. Eastern Time, to be held as a virtual-only meeting via live audio webcast.

Key Highlights

  • Meeting date and format: The 2026 Annual Meeting will be held virtually on December 10, 2026, at 4:00 p.m. ET / 1:00 p.m. PT; stockholders cannot attend in person.
  • Record date: The Board fixed October 26, 2026, as the record date for stockholders entitled to notice and to vote.
  • Four proposals: Stockholders will vote on electing seven directors, ratifying Simon & Edward, LLP as independent auditor for fiscal year ending December 31, 2026, approving the RTB 2026 Equity Incentive Plan, and approving the RTB 2026 Strategic Partners Plan.
  • Board recommendation: The Board of Directors unanimously recommends a vote "FOR" each of the four proposals.
  • Voting deadline: Internet voting for stockholders of record closes at 11:59 p.m. ET on December 9, 2026.
  • Proxy materials distribution: The proxy statement, notice, 2025 Annual Report, and proxy card began distribution on or about November 4, 2026, using the "Full Set Delivery" method.
  • CEO signature: The proxy materials were signed by James Heckman, Director and Chief Executive Officer.

RTB Digital Puts Equity Plans and Board Seats to Stockholder Vote

RTB Digital, Inc. (NASDAQ:RTB), a Nevada corporation headquartered at 4300 University Way NE, Suite C, Seattle, WA 98105, is asking stockholders to act on four items at its December 10, 2026 annual meeting. According to the filing, the meeting will be conducted entirely via live audio webcast on the Internet, and stockholders who attend online may cast votes even if they have already returned a proxy card.

Two of the four proposals involve new equity compensation arrangements. The filing describes Proposal 3 as seeking approval of the RTB 2026 Equity Incentive Plan, and Proposal 4 as seeking approval of the RTB 2026 Strategic Partners Plan. The full text of both plans is included as Annex A and Annex B, respectively, in the proxy statement. The company disclosed that its 2025 Annual Report on Form 10-K, covering the fiscal year ended December 31, 2025, was filed with the SEC on April 15, 2026, and is being delivered to stockholders alongside the proxy materials.

Proposal 1 covers the election of seven directors to serve until the next annual meeting, or until their respective successors are elected and qualified, or until earlier resignation or removal, as stated in the filing. Proposal 2 seeks ratification of Simon & Edward, LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The Board of Directors unanimously recommended a vote "FOR" each proposal, according to the filing.

What Was Disclosed

RTB Digital filed a definitive proxy statement covering its 2026 Annual Meeting, scheduled for December 10, 2026. The filing presents four proposals for stockholder vote: director elections, auditor ratification, and two new equity compensation plans. The record date was set as October 26, 2026.