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Washington, D.C. 20549







Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2023



Viant Technology Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-40015   85-3447553

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


2722 Michelson Drive, Suite 100

Irvine, CA

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (949) 861-8888

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class




Name of each exchange

on which registered

Class A common stock, par value $0.001 per share   DSP  

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 2, 2023, Viant Technology Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). As of April 13, 2023, the record date for the Annual Meeting, 15,064,581 shares of Class A common stock and 47,082,260 shares of Class B common stock were outstanding and entitled to vote at the Annual Meeting. Holders of the Company’s Class A common stock and Class B common stock were entitled to one (1) vote per share and voted together as a single class on all matters submitted to a vote of stockholders at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.

Proposal One: Election of Directors

The Company’s stockholders elected the two persons listed below as Class II directors, to serve until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. The final voting results are as follows:


     Votes For      Votes Withheld      Broker Non-Votes  

Chris Vanderhook

     32,688,203        2,705,435        4,746,923  

Elizabeth Williams

     35,308,631        85,007        4,746,923  

Proposal Two: Ratification of the Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection by the Audit Committee of the Company’s board of directors of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The final voting results are as follows:


Votes For


Votes Against





39,787,394   293,929   59,238  


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: June 5, 2023     By:  

/s/ Tim Vanderhook

            Tim Vanderhook
            Chief Executive Officer and Chairman