The Trade Desk shareholders will vote whether to change the voting structure of the company, potentially imperiling CEO Jeff Green’s control, according to an SEC filing.
The Trade Desk is holding a special stockholder vote on September 16 on whether to amend the date in which Green’s super-voting shares expire, or maintain the company’s current dual-class structure. Under that structure, the company offers two kinds of stock: Class A stock, which carries one vote per share; and Class B stock, which comes with super-voting rights that equate to 10 votes per share.
Green, who controls more than 42 million shares of Class B stock and nearly 5 million shares of Class A stock in The Trade Desk, maintains 48.4% of total voting power in the company, according to the filing.
While not required, it’s general practice for companies with dual-class stock structures to have triggers for when those super-voting shares expire, or automatically become Class A voting shares. Those triggers include when Green’s term as chairman and CEO ends, if more than two-thirds of shareholders vote to end it, or at a pre-determined sunset trigger, which is currently set for December 22, 2025. In the filing, The Trade Desk’s board has proposed extending that sunset trigger by 10 years, to December 22, 2035.
In a proxy statement, the company urged shareholders to vote to approve the proposal, citing Green’s tenure as chief executive and The Trade Desk’s high valuation as confidence in extending the sunset trigger. Should shareholders reject it, which analysts say is unlikely in part also because of the dual-class share structure, Green’s position as top decision-maker at the company could be up in the air.
“We have outperformed other ad-tech enterprises during our tenure with a unique approach and dedication to our customers,” the committee wrote, crediting Green’s “foresight, vision and grit.”
The committee praised Green for steering the company through a stock dip in early 2025 and accelerating its rebound, inking new partnerships, and debuting “a flurry of AI-powered innovations.” As such, the group said, “we concluded that it is in the best interest of all of our stockholders to stay the course that has served us so well to date by again asking to keep the Class A and B structure in place.”
The Trade Desk declined to provide further comment.