UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.   )

Filed by a Party other than the Registrant [ ]

Filed by the Registrant ☒

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐Definitive Proxy Statement

☒Definitive Additional Materials

☐Soliciting Material Pursuant to §240.14a-12

THE RUBICON PROJECT, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

1)Title of each class of securities to which transaction applies:

2)Aggregate number of securities to which transaction applies: 

3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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5)Total fee paid:

☐Fee paid previously with preliminary materials.

☐Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)Amount Previously Paid:

2)Form, Schedule or Registration Statement No.: 

3)Filing Party: 

4)Date Filed:

Important Notice of Availability of Proxy Materials for the Annual Meeting of Stockholders of

 

To Be Held On:

Wednesday, July 8, 2020 at 12:00 p.m., Pacific Time

By Virtual Meeting via live webcast

COMPANY NUMBER

ACCOUNT NUMBER

CONTROL NUMBER

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before June 26, 2020.

Please visit http://www.astproxyportal.com/ast/18899/, where the following materials are available for view:

	● Notice of Annual Meeting of Stockholders
	● Proxy Statement
	● Form of Electronic Proxy Card
	● Annual Report on Form 10-K
TO REQUEST MATERIAL:	TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers) E-MAIL: info@astfinancial.com WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials
TO VOTE:	ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the meeting date.
	VIRTUALLY AT THE MEETING: The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit https://web.lumiagm.com/293659257 (password: rubicon2020) and be sure to have available the control number.
	TELEPHONE: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll free number to call.
	MAIL: You may request a card by following the instructions above.

	1. Election of Directors:
	Lisa L. Troe
	Paul Caine
	Doug Knopper
	2. To ratify the selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the current fiscal year.
	3. To approve, on an advisory basis, of the compensation of the company's named executive officers.
	4. To approve, on an advisory basis, the frequency of future advisory votes on the compensation of named executive officers.
	5. To transact such other business as may properly come before the meeting or any postponements or adjournments thereof.
	THE BOARD OF DIRECTORS RECOMMENDS A VOTE ‘FOR” THE ELECTION OF DIRECTORS, “FOR” PROPOSAL 2, “FOR” PROPOSAL 3 AND “1-YEAR” FOR PROPOSAL 4.
Please note that you cannot use this notice to vote by mail.

ANNUAL MEETING OF STOCKHOLDERS OF

 

July 8, 2020

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: 

The Notice of Meeting, 2019 Annual Report, proxy statement and proxy card
are available at http://www.astproxyportal.com/ast/18899/

Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.

  Please detach along perforated line and mail in the envelope provided.  

00003333030400000000   8 070820

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS, “FOR” PROPOSAL 2, “FOR” PROPOSAL 3 AND “1-YEAR” FOR PROPOSAL 4.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. ☐

1.	Election of Directors:
			FOR	AGAINST	ABSTAIN
	Lisa L. Troe		☐	☐	☐
	Paul Caine		☐	☐	☐
	Doug Knopper		☐	☐	☐
2.	To ratify the selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the current fiscal year.		☐	☐	☐
3.	To approve, on an advisory basis, of the compensation of the company’s named executive officers.		☐	☐	☐
		1 YEAR	2 YEARS	3 YEARS	ABSTAIN
4.	To approve, on an advisory basis, the frequency of future advisory votes on the compensation of named executive officers.	☐	☐	☐	☐
5.	To transact such other business as may properly come before the meeting or any postponements or adjournments thereof.
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. This proxy when properly executed will be voted as directed herein by the undersigned Stockholder. If no direction is made, this proxy will be voted “FOR” the election of directors, “FOR” Proposal 2, “FOR” Proposal 3 and “1-YEAR” for Proposal 4.

Signature of Stockholder  Date:  Signature of Stockholder  Date:

Note:    Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.