Nomination to the Board of Directors
Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of the Nominating and Corporate Governance Committee in accordance with the committee’s charter, our policies, our amended and restated certificate of incorporation and amended and restated bylaws, our corporate governance guidelines and the requirements of applicable law. In recommending candidates for nomination, the Nominating and Corporate Governance Committee considers candidates recommended by directors, officers and employees, as well as candidates that are properly submitted by stockholders in accordance with our policies and amended and restated bylaws, using the same criteria to evaluate all such candidates.
A stockholder that wishes to recommend a candidate for election to the board of directors may send a letter directed to our Corporate Secretary at 2722 Michelson Drive, Suite 100 Irvine, California 92612. The letter must include, among other things, the candidate’s name, business and residence address, biographical data, and the number of Viant shares held. Additional information regarding the process and required information to properly and timely submit stockholder nominations for candidates for membership on our board of directors is set forth in our amended and restated bylaws.
Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates as appropriate and, in addition, the Nominating and Corporate Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.
In addition to the qualifications, qualities, and skills that are necessary to meet U.S. state and federal legal, regulatory and Nasdaq listing requirements and the provisions of our amended and restated certificate of incorporation, amended and restated bylaws, corporate governance guidelines, and charters of our board of directors’ committees, our board of directors will consider the following factors in considering director candidates: (i) relevant expertise to offer advice and guidance to management; (ii) sufficient time to devote to Viant’s affairs; (iii) excellence in his or her field; (iv) the ability to exercise sound business judgment; (v) diversity of background and experience; and (vi) commitment to rigorously represent the long-term interests of Viant’s stockholders.
When considering nominees, our board of directors and Nominating and Corporate Governance Committee may take into consideration many other factors including, among other things, our board of directors’ current composition, Viant’s current operating requirements, the candidates’ character, integrity, judgment, independence, areas of expertise, corporate experience, length of service and potential conflicts of interest, the candidates’ other commitments, and the long-term interests of our stockholders. Our board of directors and Nominating and Corporate Governance Committee evaluates the foregoing factors, among others, and does not assign any particular weighting or priority to any of the factors.
Stockholder Communications with the Board of Directors
We do not currently have a formal process for security holders to send communications to our board of directors, which we believe is appropriate because, as a general matter, senior management serves as Viant’s primary spokesperson and is responsible for communicating with various constituencies, including stockholders, on Viant’s behalf. However, we welcome comments and questions from our stockholders.
Stockholders who wish to communicate with our board of directors or with an individual director may do so by mail to our board of directors or the individual director, care of our Corporate Secretary at 2722 Michelson Drive, Suite 100, Irvine, California 92612. In accordance with our corporate governance guidelines, directors may participate in discussions with stockholders and other constituencies on issues where board-level involvement is appropriate, and our board of directors, with assistance from our Compensation Committee and Nominating and Corporate Governance Committee, will continue to oversee Viant’s stockholder engagement efforts, including stockholder communications directed at members of our board of directors.
Corporate Governance Guidelines
Our board of directors has adopted corporate governance guidelines to ensure that our board of directors has the necessary practices in place to review and evaluate Viant’s business operations and make decisions that are independent of our management. The corporate governance guidelines set forth the practices our board of directors