FALSE000145493800014549382024-06-132024-06-13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 13, 2024
Outbrain Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-40643 | | 20-5391629 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
111 West 19th Street
New York, NY 10011
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code): (646) 867-0149
N/A
(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 (see General Instruction A.2. below):
☐ 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:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common stock, par value $0.001 per share | | OB | | The Nasdaq Stock Market LLC |
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 13, 2024, Outbrain Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results of each matter.
Proposal 1: Election of Directors
To elect Shlomo Dovrat as a Class III director of the Company to serve for a three-year term until the 2027 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:
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For | | Against | | Broker Non-Votes |
22,777,512 | | 3,840,245 | | 9,773,945 |
To elect Yaron Galai as a Class III director of the Company to serve for a three-year term until the 2027 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:
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For | | Against | | Abstain |
22,246,414 | | 4,371,343 | | 9,773,945 |
To elect David Kostman as a Class III director of the Company to serve for a three-year term until the 2027 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:
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For | | Against | | Abstain |
22,766,219 | | 3,851,538 | | 9,773,945 |
Proposal 2: Ratification of Independent Registered Public Accounting Firm
To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
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For | | Against | | Abstain |
35,330,060 | | 919,641 | | 142,001 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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| OUTBRAIN INC.
|
Date: June 14, 2024 | By: | /s/ David Kostman |
| | Name: David Kostman |
| | Title: Chief Executive Officer |