Outbrain Inc. Files 8-K with Shareholder Votes and Exhibits

TL;DR

Outbrain filed an 8-K on Dec 5th covering shareholder votes and financial exhibits.

AI Summary

On December 5, 2024, Outbrain Inc. filed an 8-K report detailing the submission of matters to a vote of security holders and other events. The filing also includes financial statements and exhibits. The company's principal executive offices are located at 111 West 19th Street, New York, NY 10011.

Why It Matters

This 8-K filing indicates that Outbrain Inc. is engaging in corporate governance activities, including submitting matters for shareholder approval and providing updated financial information.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain any immediate negative news or significant financial changes.

Key Players & Entities

• Outbrain Inc. (company) — Registrant
• December 5, 2024 (date) — Date of Report
• 111 West 19th Street, New York, NY 10011 (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ich registered Common stock, par value $0.001 per share OB The Nasdaq Stock Market LL

Filing Documents

• outbrain-20241205.htm (8-K) — 32KB
• exhibit99112052024.htm (EX-99.1) — 16KB
• image_0a.jpg (GRAPHIC) — 21KB
• 0001454938-24-000225.txt ( ) — 207KB
• outbrain-20241205.xsd (EX-101.SCH) — 2KB
• outbrain-20241205_lab.xml (EX-101.LAB) — 22KB
• outbrain-20241205_pre.xml (EX-101.PRE) — 13KB
• outbrain-20241205_htm.xml (XML) — 3KB

07. Submission of Matters to a Vote of Security Holders

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 (socit anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg ("Teads"), from Altice Teads S.A., a public limited liability company (socit 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

01. Other Events

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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated December 5 , 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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 3

View Full Filing

View this 8-K filing on SEC EDGAR