SEMrush Holdings Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 6, 2024
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As further described under Item 5.07 of this Current Report on Form 8-K (this “Form 8-K”), at the 2024 Annual Meeting (as defined below) of Semrush Holdings, Inc. (the “Company”), and upon the recommendation of the Board of Directors (the “Board”) of the Company, the Company’s stockholders approved a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by recent amendments to Delaware law (the “Officer Exculpation Amendment”). The Officer Exculpation Amendment was previously approved by the Board, subject to stockholder approval.
The Officer Exculpation Amendment is described in detail under “Proposal Two: Amendment of Certificate of Incorporation to Allow Officer Exculpation” beginning on page 20 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 18, 2024 (the “Proxy Statement”) in connection with the 2024 Annual Meeting. The text of the Officer Exculpation Amendment was included on Pages 20 and 21 of the Proxy Statement.
The Officer Exculpation Amendment became effective upon its filing with the Secretary of State of the State of Delaware on June 10, 2024.
The foregoing description of the Officer Exculpation Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 6, 2024, the Company held its annual meeting of stockholders (the “2024 Annual Meeting”) to consider and vote on the three proposals set forth below, each of which is described in greater detail in the Proxy Statement. The final voting results are set forth below.
Proposal 1 - Election of Directors
The stockholders elected each person named below to serve as a Class III director to hold office until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified, subject to their earlier resignation or removal. The results of such vote were as follows:
Director Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
Oleg Shchegolev | 308,482,511 | 3,780,677 | 12,817,358 | |||||||||||||||||
Mark Vranesh | 302,739,525 | 9,523,663 | 12,817,358 | |||||||||||||||||
Proposal 2 – Approval of an Amendment of the Company’s Amended and Restated Certificate of Incorporation to Allow Officer Exculpation
The stockholders approved the amendment of the Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by recent amendments to Delaware law. The results of such vote were as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
307,701,947 | 4,559,516 | 1,725 | 12,817,358 | |||||||||||||||||
Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Ernst & Young LLP to perform the audit of the Company’s consolidated financial statements for the fiscal year ending December 31, 2024. The results of such vote were as follows:
Votes For | Votes Against | Abstentions | ||||||||||||
325,028,137 | 33,461 | 18,948 | ||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Semrush Holdings, Inc., dated June 10, 2024 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
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.
| SEMRUSH HOLDINGS, INC. | |||||||||||
| Date: June 10, 2024 | By: | /s/ David Mason | |||||||||
| David Mason | |||||||||||
| General Counsel and Secretary | |||||||||||