Washington, D.C. 20549

Form 8-K


Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): March 14, 2019  




(Exact Name of Registrant as Specified in Charter)




(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)


42 N. Chestnut Street, Ventura, California 93001

(Address of Principal Executive Offices) (Zip Code)

(805) 585-3434
(Registrant's telephone number, including area code)

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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On March 14, 2019, the Board of Directors (the “Board”) of The Trade Desk, Inc. (the “Company”) appointed Lise J. Buyer to the Board as a Class III director. Ms. Buyer was appointed to a newly created vacancy on the Board resulting from an increase in the size of the Board from seven (7) directors to eight (8) directors.

As a result of her appointment to the Board, Ms. Buyer will be entitled to participate in the Company’s non-employee director compensation program (the “Program”). Pursuant to the Program, Ms. Buyer will be entitled to receive annual compensation of $45,000 for her service on the Board. Additionally, pursuant to the Program and under the Company’s Amended and Restated 2016 Incentive Award Plan, Ms. Buyer will be eligible to receive (i) an initial equity grant valued at $200,000, which she may elect to receive in the form of restricted stock, restricted stock units, stock options or a mix of one-half restricted stock or restricted stock units and one-half options, which will generally vest in substantially equal quarterly installments over the three-year period following the grant, and (ii) an annual equity grant of $200,000, prorated from the date of appointment to our next annual meeting, which she may elect to receive in the form of restricted stock, restricted stock units, stock options or a mix of one-half restricted stock or restricted stock units and one-half options, which will vest in full on the date of our next annual meeting. The Company will also enter into an indemnification agreement with Ms. Buyer in substantially the same form entered into with the other directors of the Company.

There are no arrangements or understandings between Ms. Buyer, on the one hand, and any other persons, on the other hand, pursuant to which Ms. Buyer was selected as a director. Ms. Buyer is not a party to any transaction require to be disclosed pursuant to Item 404(a) of Regulation S-K.  Ms. Buyer has no family relationship with any director or executive officer of the Company. Ms. Buyer has not been appointed to serve on any committee of the Board.


Item 7.01

Regulation FD Disclosure

On March 18, 2019, the Company issued a press release announcing the appointment of Ms. Buyer to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.


The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.


Item 9.01

Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.







Press Release, dated March 18, 2019











Exhibit No.







Press Release, dated March 18, 2019








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: March 18, 2019











/s/ Paul E. Ross





Paul E. Ross





Chief Financial Officer

(Principal Financial and Accounting Officer)





Exhibit 99.1

The Trade Desk Welcomes Lise Buyer to Its Board of Directors

LOS ANGELES – March 18, 2019 (BusinessWire) – Global advertising technology leader The Trade Desk (Nasdaq: TTD) is pleased to announce that Lise Buyer has joined its board of directors. Buyer is the founder and has been the Managing Partner since 2006 of the Class V Group, a consulting firm that advises companies on successful initial public offerings and other market strategies.  Buyer advised The Trade Desk prior to its IPO in September 2016.

Previously, Buyer was the Director of Business Optimization for Google, where she was one of the chief architects of the company’s IPO. Prior to Google, she had an extensive career in the investment industry, including years as an institutional investor, an equity research analyst and as a venture capitalist. Through early 2000, at Credit Suisse First Boston, Buyer was Director of the Internet/New Media research practice.  For the previous six years, Ms. Buyer was an institutional investor at T. Rowe Price Associates, responsible for the firm’s investments in desktop technology. She began her career on Wall Street as an analyst of both the technology and entertainment industries. 

Ms. Buyer served on the board of directors for the publicly traded Greenfield Online Inc., an online survey company, until it was acquired by Microsoft.

"I am excited to have Lise join our board of directors," said Jeff Green, Founder and CEO of The Trade Desk. "Lise knows the management team, board and The Trade Desk very well from her consulting experience with us. Her grasp of the internet, media and entertainment markets coupled with her impressive background in the investment industry will further enhance our board’s strength and expertise.” 

“With its visionary leadership and leading technology solutions and service, The Trade Desk is in a strong and compelling position to prosper as the world moves to programmatic. I am pleased to join as a member of The Trade Desk board of directors,” said Buyer. “I look forward to working with the company’s leadership team in continuing the company’s rocketing success.”

Ms. Buyer holds a B.A. from Wellesley College and an M.B.A. from the Owen Graduate School of Management at Vanderbilt University.  She is a past Trustee of the Nichols School, prior member of the TED Braintrust and a former Fellow of the Davos World Economic Forum.


About The Trade Desk

The Trade Desk is a technology company that empowers buyers of advertising. Through its self-service, cloud-based platform, ad buyers can create, manage, and optimize digital advertising campaigns across ad formats and devices. Integrations with major data, inventory, and publisher partners ensure maximum reach and decisioning capabilities, and enterprise APIs enable custom development on top of the platform. Headquartered in Ventura, CA, The Trade Desk has offices across North America, Europe, and Asia Pacific. To learn more, visit or follow us on FacebookTwitterLinkedIn and YouTube.





Chris Toth
Vice President Investor Relations, The Trade Desk



Mason Burnham

Sr. Director, Communications, The Trade Desk