Outbrain Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Computer Software: Programming Data Processing
Technology
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): December 5, 2024
(Exact name of registrant as specified in its charter)
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(Registrant’s telephone number, including area code): (646) 867-0149
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 5, 2024, Outbrain Inc. (the “Company” or “Outbrain”) held a special meeting of stockholders (the “Special Meeting”) for which the Company’s Board of Directors solicited proxies pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.
At the Special Meeting, the Company’s stockholders (1) approved, for the purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of 35 million shares of common stock, par value $0.001 per share, of Outbrain (the ‘‘Common Stock’’) and 10.5 million Series A Convertible Preferred Shares, par value $0.001 per share, which are convertible into Common Stock, in connection with the acquisition by Outbrain, directly and via certain of its subsidiaries, of all of the issued and outstanding equity interests of Teads S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg (“Teads”), from Altice Teads S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, after which Teads will become a wholly owned subsidiary of Outbrain (the “Share Issuance Proposal”) and (2) approved postponement or adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Share Issuance Proposal (the “Adjournment Proposal”).
Set forth below are the final voting results for these proposals, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 31, 2024:
1.The approval of the Share Issuance Proposal.
| For | Against | Abstain | ||||||||||||
| 31,888,067 | 18,040 | 27,659 | ||||||||||||
2. The approval of the Adjournment Proposal.
| For | Against | Abstain | ||||||||||||
| 30,287,452 | 1,610,358 | 35,956 | ||||||||||||
Item 8.01. Other Events.
On December 5, 2024, the Company issued a press release announcing the voting results for the Special Meeting, a copy of which is attached as Exhibit 99.1 hereto. Information furnished under this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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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.
OUTBRAIN INC. | ||||||||
| Date: December 5, 2024 | By: | /s/ David Kostman | ||||||
| Name: David Kostman | ||||||||
| Title: Chief Executive Officer | ||||||||
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