Semrush Holdings, Inc. Files 8-K with Financial Updates

TL;DR

SEMR dropped an 8-K on Feb 29th covering financials & corporate changes.

AI Summary

On February 29, 2024, Semrush Holdings, Inc. filed an 8-K report detailing its financial results and other corporate matters. The filing includes information on the company's operations, amendments to its articles of incorporation, and financial statements. Semrush Holdings, Inc. is incorporated in Delaware and is headquartered in Boston, Massachusetts.

Why It Matters

This 8-K filing provides investors with crucial updates on Semrush Holdings, Inc.'s financial performance and corporate governance, impacting investment decisions.

Risk Assessment

Risk Level: low — This filing is a routine 8-K reporting financial results and corporate updates, not indicating any immediate material adverse events.

Key Players & Entities

• Semrush Holdings, Inc. (company) — Registrant
• February 29, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Boston, Massachusetts (location) — Principal Executive Offices
• 001-40276 (identifier) — Commission File Number

FAQ

Key Financial Figures

• $0.00001 — stered Class A Common Stock, par value $0.00001 per share SEMR The New York Stock Excha

Filing Documents

• semr-20240229.htm (8-K) — 31KB
• exhibit31-thirdamendedandr.htm (EX-3.1) — 139KB
• semrush8-kexhibit991q42023.htm (EX-99.1) — 281KB
• image_0.jpg (GRAPHIC) — 65KB
• 0001628280-24-008536.txt ( ) — 729KB
• semr-20240229.xsd (EX-101.SCH) — 2KB
• semr-20240229_lab.xml (EX-101.LAB) — 26KB
• semr-20240229_pre.xml (EX-101.PRE) — 14KB
• semr-20240229_htm.xml (XML) — 3KB

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On March 4, 2024, Semrush Holdings, Inc. (the "Company") announced its financial results for the fiscal quarter and year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be 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, except as expressly set forth by specific reference in such filing.

03. Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year. On February 29, 2024, based on the recommendation of the nominating and corporate governance committee of the Board of Directors (the "Board") of the Company, in connection with the new Securities and Exchange Commission rules and changes to the Exchange Act, regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law, and a periodic review of corporate governance matters, the Board approved amendments to the Company's Second Amended and Restated Bylaws, as amended (the "Third A&R Bylaws"), effective immediately. The Third A&R Bylaws, among other things: Address matters relating to Rule 14a-19 under the Exchange Act (the "Universal Proxy Rules"), including requiring: (a) the stockholder's nomination notice to include a representation that it intends to solicit proxies from stockholders representing at least 67% of the voting power of shares entitled to vote on the election of directors; (b) the stockholder to comply with the Universal Proxy Rules and provide reasonable evidence thereof prior to the stockholder meeting; and (c) the stockholder to use a proxy card color other than white, which is reserved for the exclusive use of the Board. (Article I, Sections 2 and 6) Enhance the informational and procedural requirements in connection with stockholder proposals and stockholder director nominations, including: (a) requiring additional information about the stockholder making the director nomination or proposal; (b) requiring additional information about the stockholder proposed business and/or director nominee; and (c) providing that the number of nominees a stockholder may nominate for election at the annual meeting of the stockholders may not exceed the number of directors to be elected at such annual meeting. (Article I, Section 2) Provide that any proxies received for disqualified or withdrawn Board nominees will be treated as abstention

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits . (d) Exhibits Exhibit No. Description 3.1 Third Amended and Restated Bylaws of Semrush Holdings, Inc. 99.1 Press Release issued by the registrant on March 4, 2024, furnished herewith. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: March 4, 2024 By: /s/ David Mason Name: David Mason Title: General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR