Form 8-K Taboola.com Ltd. For: Jun 09
Date of report (Date of earliest event reported):
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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(Address of principal executive offices, including zip code)
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
(see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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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. ☐
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Item 5.07.
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Submission of Matters to a Vote of Security Holders
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Taboola.com Ltd. (the “Company”) announced the results of the Company’s Annual General Meeting of Shareholders (the “Meeting”), which was held online via
live audio webcast at 9:00 a.m. (Eastern time) / 4:00 p.m. (Israel time) on June 9, 2026.
At the Meeting, the Company’s shareholders voted upon and approved, by the requisite
majority in accordance with the Israel Companies Law, 5759-1999 and the Company’s articles of association, the following matters: (i) the re-election of two Class II directors; (ii) the advisory proposal on executive compensation; (iii) the Compensation Policy for Executives and Directors of the
Company; (iv) the compensation terms for our Chief Executive
Officer (and Director); and (v) the re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent
registered public accounting firm for the year ending December 31, 2026 and until the next annual general meeting of shareholders.
The number of votes cast for or against and the number of abstentions and broker non-votes, as applicable, in connection with each matter presented for
shareholder consideration at the Meeting, are set forth below:
Proposal 1: Re-election of two Class II directors
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For
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Against
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Abstain
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Broker Non-Votes
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Nechemia J. Peres
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95,074,350
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27,496,480
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767,842
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46,673,320
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Gilad Shany
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96,453,223
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25,578,895
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1,306,554
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46,673,320
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Proposal 2: Advisory proposal on executive compensation
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For
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Against
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Abstain
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Broker Non-Votes
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116,848,846
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5,965,232
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524,594
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46,673,320
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Proposal 3: Approval of Compensation Policy for Executives and Directors*
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For
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Against
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Abstain
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Broker Non-Votes
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94,075,407
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6,019,060
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23,244,205
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46,673,320
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* As required by Israeli law, Proposal 3 was approved by shareholders holding a majority of the ordinary shares of the Company (excluding
abstentions) who were non-controlling shareholders and did not have a personal interest.
Proposal 4: Approval of the compensation terms for our Chief Executive Officer (and Director)
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For
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Against
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Abstain
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Broker Non-Votes
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110,976,304
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11,922,890
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439,478
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46,673,320
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Proposal 5: Approval and re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the
Company’s independent registered public accounting firm for the year ending December 31, 2026 and until the next annual general meeting of shareholders
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For
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Against
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Abstain
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Broker Non-Votes
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168,627,937
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626,505
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757,550
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SIGNATURE
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, thereunto duly authorized.
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TABOOLA.COM LTD.
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By:
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/s/ Stephen Walker
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Name:
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Stephen Walker
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Title:
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Chief Financial Officer
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Date: June 10, 2026
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ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
XBRL TAXONOMY EXTENSION LABEL LINKBASE