Taboola.com Ltd. Announces 2024 Annual General Meeting of Shareholders

TL;DR

<b>Taboola.com Ltd. is holding its 2024 Annual General Meeting on May 28, 2024, urging shareholders to vote.</b>

AI Summary

Taboola.com Ltd. (TBLAW) filed a Proxy Statement (DEF 14A) with the SEC on April 23, 2024. Taboola.com Ltd. will hold its 2024 Annual General Meeting of Shareholders on May 28, 2024. The meeting will be conducted online via live audio webcast at www.virtualshareholdermeeting.com/TBLA2024. Shareholders of record as of April 19, 2024, are entitled to vote. The Board of Directors unanimously recommends voting FOR all proposals. Shareholders are encouraged to vote by proxy via mail, telephone, or internet.

Why It Matters

For investors and stakeholders tracking Taboola.com Ltd., this filing contains several important signals. Shareholders need to be aware of the record date (April 19, 2024) to be eligible to vote. The company is seeking shareholder approval on various proposals, with a unanimous recommendation from the Board of Directors to vote in favor.

Risk Assessment

Risk Level: low — Taboola.com Ltd. shows low risk based on this filing. The filing is a routine proxy statement for an annual general meeting, containing no new material financial or strategic information that would indicate a change in risk.

Analyst Insight

Shareholders should review the proxy materials and vote their shares by the deadline to ensure their participation in corporate governance decisions.

Key Numbers

• 2024 — Annual General Meeting Year (2024 Annual General Meeting of Shareholders)
• May 28 — Meeting Date (to be held on May 28, 2024)
• 9:00 a.m. (Eastern time) — Meeting Time (ET) (9:00 a.m. (Eastern time))
• 4:00 p.m. (Israel time) — Meeting Time (Israel) (4:00 p.m. (Israel time))
• April 19, 2024 — Record Date (close of business on April 19, 2024)

Key Players & Entities

• Taboola.com Ltd. (company) — Registrant
• May 28, 2024 (date) — Date of Annual General Meeting
• April 19, 2024 (date) — Record Date for shareholders
• Zvi Limon (person) — Chairman of the Board of Directors

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.
• Virtual Meeting Logistics [low — operational]: Ensuring a smooth and accessible virtual meeting experience for all shareholders is crucial for participation.
• Shareholder Voting and Quorum [low — financial]: Achieving the necessary quorum and shareholder approval for proposals is essential for corporate actions.

Industry Context

Taboola.com Ltd. operates in the digital advertising and content recommendation space, facing competition from various platforms and evolving privacy regulations.

Regulatory Implications

The company is subject to SEC regulations governing proxy statements and shareholder communications, ensuring transparency and fair voting processes.

What Investors Should Do

1. Review the proxy statement for details on proposals and board recommendations.
2. Vote your shares by the specified deadline, either online, by phone, or by mail.
3. Ensure your shares are registered by the April 19, 2024 record date to be eligible to vote.

Key Dates

• 2024-04-19: Record Date — Determines eligibility to vote at the annual meeting.
• 2024-05-28: Annual General Meeting — Date for shareholders to vote on company proposals.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a proxy statement for an upcoming annual general meeting. It does not contain new financial results or operational updates compared to previous filings.

Key Financial Figures

• $55 million — In 2023, we also returned approximately $55 million of capital to our shareholders as part
• $100 million — ear in 2023, where revenue grew to over $100 million. In Q3, we also rolled out a new partne

Filing Documents

• ny20012933x2_def14a.htm (DEF 14A) — 1129KB
• logo_taboola.jpg (GRAPHIC) — 29KB
• logo_taboolax1.jpg (GRAPHIC) — 14KB
• ny20012933x2_boardcomp.jpg (GRAPHIC) — 110KB
• ny20012933x2_internet.jpg (GRAPHIC) — 13KB
• ny20012933x2_location.jpg (GRAPHIC) — 12KB
• ny20012933x2_mail.jpg (GRAPHIC) — 11KB
• ny20012933x2_online.jpg (GRAPHIC) — 10KB
• ny20012933x2_pc1.jpg (GRAPHIC) — 511KB
• ny20012933x2_pc2.jpg (GRAPHIC) — 633KB
• ny20012933x2_pvp01.jpg (GRAPHIC) — 228KB
• ny20012933x2_pvp02.jpg (GRAPHIC) — 171KB
• ny20012933x2_pvp03.jpg (GRAPHIC) — 169KB
• ny20012933x2_recdate.jpg (GRAPHIC) — 12KB
• ny20012933x2_telephone.jpg (GRAPHIC) — 10KB
• ny20012933x2_tick.jpg (GRAPHIC) — 4KB
• ny20012933x2_tickx1.jpg (GRAPHIC) — 4KB
• ny20012933x2_time.jpg (GRAPHIC) — 12KB
• 0001140361-24-021401.txt (&nbsp;) — 6757KB
• tbla-20240528.xsd (EX-101.SCH) — 4KB
• tbla-20240528_def.xml (EX-101.DEF) — 3KB
• tbla-20240528_pre.xml (EX-101.PRE) — 2KB
• tbla-20240528_lab.xml (EX-101.LAB) — 3KB
• ny20012933x2_def14a_htm.xml (XML) — 143KB

Executive Compensation

Executive Compensation 21 Compensation Discussion and Analysis 21 Additional Executive Compensation Information 30 Compensation Committee Report 30 Compensation Committee Interlocks and Insider Participation 30 2023 Summary Compensation Table 30 Grants of Plan-Based Awards 32 Outstanding Equity Awards at Fiscal Year End 33 Taboolai 2024 Proxy Statement TABLE OF CONTENTS Option Exercises and Stock Vested 34 Severance and Potential Payments Upon Change in Control 34 CEO Pay Ratio 35 Pay versus Performance 35

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 39 Proposal 2: Approval of Advisory Proposal on Executive Compensation 41 Proposal 3: Approval of an Increase to Non-Employee Director Compensation and Approval and Ratification of Certain Director Expenses 42 Audit Committee Matters 44 Audit Committee Pre-Approval Policies and Procedures 44 Audit and Non-Audit Fees 44 Report of the Audit Committee 45 Proposal 4: Re-Appointment of Independent Auditors 46 General Information About the Annual Meeting 47 Questions and Answers About Voting 47 Taboolaii 2024 Proxy Statement TABLE OF CONTENTS Proxy Statement Summary Information The following summary provides general information about Taboola.com Ltd., referred to as Taboola or the Company, and highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider when deciding how to vote your shares. For further and more detailed information on the matters referenced below, prior to casting your vote, please carefully review the entire proxy statement and our 2023 Annual Report on Form 10-K ("2023 Annual Report on Form 10-K"). Our 2023 Annual Report on Form 10-K accompanies this proxy statement and was previously filed with the Securities and Exchange Commission, or SEC. In this proxy statement, we reference various information and materials available on our corporate website. We have included our website address in this proxy statement as an inactive textual reference only. Information on our website is not incorporated by reference in this proxy statement.

Forward-Looking Statements

Forward-Looking Statements This proxy statement contains forward-looking statements within the meaning of United States securities laws. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are often, but not always, identified by such forward-looking terminology as "goal," "believe," "will," "may," "plan," "expect," "intend," "priority," "outlook," "guidance," "objective," "forecast," "anticipate," "estimate," "seek," "trend," "target" and "strategy," or similar statements or variations of such terms. Forward-looking statements are not guarantees of future performance, are inherently uncertain, are based on current assumptions that are difficult to predict and involve a number of risks and uncertainties. Therefore, actual outcomes and results may differ materially from what is expressed in those statements. Important factors that may affect future results and outcomes include but are not limited to those set forth in our 2023 Annual Report on Form 10-K and our subsequent SEC filings. We encourage investors to read those filings, particularly the sections on risk factors, for additional information with respect to any forward-looking statements and prior to making any voting or investment decision. The forward-looking statements contained in this proxy statement should not be relied on as representing our expectations or beliefs as of any time subsequent to the time this proxy statement is first filed with the SEC, and we do not undertake efforts to revise those forward-looking statements to reflect events after that time except as may be required by law. Voting Matters and Recommendations The Board of Directors, or Board, unanimously recommends shareholders vote FOR each of the below Proposals. 1 To re-elect three Class III directors. 2 To approve an advisory proposal on executive compensation. 3 To approve an increase to non-employee director compensation and approve and

: GENDER IDENTITY

PART I: GENDER IDENTITY Directors 3 6

: DEMOGRAPHIC BACKGROUND

PART II: DEMOGRAPHIC BACKGROUND Asian 1 0 White 2 6 To see our Board Diversity Matrix as of December 31, 2022, please see our proxy statement filed with the SEC on April 25, 2023. BOARD OF DIRECTORS LEADERSHIP STRUCTURE Our Board periodically evaluates our leadership structure and combination or separation of the Chief Executive Officer and Chair of the Board roles is driven by our needs at any point in time. As a result, no policy exists requiring combination or separation of these leadership roles and our governing documents do not mandate a particular structure. This approach has allowed our Board the flexibility to establish the most appropriate structure for the Board at any given time. Taboola7 2024 Proxy Statement TABLE OF CONTENTS At this time, ou

View Full Filing

View this DEF 14A filing on SEC EDGAR