TechTarget Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES
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

TECHTARGET, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 2.02 Results of Operations and Financial Condition.

On July 22, 2025, TechTarget, Inc. (the "Company") issued a press release providing an update on its business ahead of Informa PLC’s ("Informa") Half-Year Results, which were published on July 23, 2025 and included its consolidation of the Company. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Item 2.02 of this Form 8-K (including Exhibit 99.1) is furnished and 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 in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation by reference language in such filing, except as expressly set forth by specific reference in such a filing.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 24, 2025, the Company held its 2025 Annual Meeting of Stockholders ("Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on four proposals, each of which is further described in the Company's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 10, 2025 (the "Proxy Statement"). Of the 71,489,000 shares of the Company's Common Stock ("Common Stock") issued and outstanding as of the close of business on May 30, 2025, the record date for the determination of stockholders entitled to vote at the Annual Meeting, holders of 68,208,118 shares (or approximately 95%) of Common Stock were present or represented by proxy at the Annual Meeting. Below are the voting results for the proposals submitted to the Company's stockholders for a vote at the Annual Meeting.

Proposal No. 1 - The Company's stockholders elected all of the director nominees named below and in the Proxy Statement to the Company’s Board of Directors (the “Board”) for a term expiring at the Company’s 2026 annual meeting of stockholders and until such director's successor is duly elected and qualified or until such director's earlier death, resignation or removal, as set forth below:

Proposal No. 2 - The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, as set forth below:

Proposal No. 3 - The Company's stockholders approved, on an advisory (non-binding) basis, the resolution to approve the compensation of our named executive officers ("Say-on-Pay") as described in the Proxy Statement, as set forth below:

Proposal No. 4 - In an advisory (non-binding) vote on the frequency of future Say-on-Pay votes to be held at our annual meeting of stockholders, a majority of the Company’s stockholders that voted on the matter indicated a preference to hold future advisory Say-on-Pay votes every year, as set forth below:

After taking into consideration the foregoing voting results and the Board’s prior recommendation in favor of an annual advisory Say-on-Pay vote, the Board intends to hold future advisory Say-on-Pay votes every year.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1 relating to Item 2.02 shall be deemed to be furnished, and not filed:

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.