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

On June 1, 2022, PubMatic, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, there were present, in person or by proxy, holders of 34,834,732 shares of the Company's Class A common stock and Class B common stock collectively, or approximately 66.92% of the total outstanding shares entitled to vote at the Annual Meeting, which constituted a quorum for the transaction of business. The holders present voted on the four proposals presented at the Annual Meeting as follows:



Proposal One - Election of Directors
The Company's stockholders approved the election of five directors, each to
serve for a one-year term expiring at the 2023 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         99,272,302          5,535,599              11,379,794
W. Eric Carlborg       99,642,439          5,165,462              11,379,794
Susan Daimler          97,966,905          6,840,996              11,379,794
Amar K. Goel           99,332,013          5,475,888              11,379,794
Rajeev K. Goel         99,649,623          5,158,278              11,379,794

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, 2022 by the following votes:



  Votes For         Votes Against        Abstentions
 116,050,424           109,161              28,110

Proposal Three - Advisory Vote on the Compensation of the Named Executive Officers

The Company's stockholders approved, on an advisory basis, the compensation paid by the Company to its named executive officers, by the following votes:



 Votes For         Votes Against        Abstentions
 96,437,590          7,749,774            620,537

Proposal Four - Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Named Executive Officers

The Company's stockholders approved, on an advisory basis, one year as the frequency for holding future advisory votes to approve the compensation of the Company's named executive officers. Based on these results and consistent with the Company's recommendation, the Company's board of directors has determined that the Company will conduct future advisory votes regarding the compensation of its named executive officers every year. This policy will remain in effect until the next required stockholder vote on the frequency of advisory votes on the compensation of named executive officers.



  One Year        Two Years      Three Years        Abstentions
 104,650,424       34,036           66,012             57,429

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